I 

115TH CONGRESS 

1ST SESSION H. R. 10 

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 

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 

5 ‘‘Financial CHOICE Act of 2017’’. 

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

7 this Act is as follows: 

Sec. 1. Short title; table of contents. 

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 regular 

appropriations process. 

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

Sec. 363. Bringing the National Credit Union Administration into the regular 

appropriations process. 

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

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

Governors of the Federal Reserve System into the regular appropriations process. 

Subtitle F—International Processes 


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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 J—Stop Settlement Slush Funds 

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

which certain departments or agencies are a party. 

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

CAPITAL FORMATION 

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

Simplification 

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

Sec. 402. Effective date. 

Subtitle B—Encouraging Employee Ownership 

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

plans. 

Subtitle C—Small Company Disclosure Simplification 

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

and other smaller companies. 

Sec. 412. Analysis by the SEC. 

Sec. 413. Report to Congress. 

Sec. 414. Definitions. 

Subtitle D—Securities and Exchange Commission Overpayment Credit 

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

Subtitle E—Fair Access to Investment Research 

Sec. 421. Safe harbor for investment fund research. 

Subtitle F—Accelerating Access to Capital 

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


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Subtitle G—Enhancing the RAISE Act 

Sec. 431. Certain accredited investor transactions. 

Subtitle H—Small Business Credit Availability 

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

advisers and certain financial companies. 

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

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

proxy rules. 

Subtitle I—Fostering Innovation 

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

Subtitle J—Small Business Capital Formation Enhancement 

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

Subtitle K—Helping Angels Lead Our Startups 

Sec. 451. Definition of angel investor group. 

Sec. 452. Clarification of general solicitation. 

Subtitle L—Main Street Growth 

Sec. 456. Venture exchanges. 

Subtitle M—Micro Offering Safe Harbor 

Sec. 461. Exemptions for micro-offerings. 

Subtitle N—Private Placement Improvement 

Sec. 466. Revisions to SEC Regulation D. 

Subtitle O—Supporting America’s Innovators 

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

Subtitle P—Fix Crowdfunding 

Sec. 476. Crowdfunding exemption. 

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

Sec. 478. Preemption of State law. 

Sec. 479. Treatment of funding portals. 

Subtitle Q—Corporate Governance Reform and Transparency 

Sec. 481. Definitions. 

Sec. 482. Registration of proxy advisory firms. 

Sec. 483. Commission annual report. 

Subtitle R—Senior Safe 

Sec. 491. Immunity. 

Sec. 492. Training required. 

Sec. 493. Relationship to State law. 

Subtitle S—National Securities Exchange Regulatory Parity 


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Sec. 496. Application of exemption. 

Subtitle T—Private Company Flexibility and Growth 

Sec. 497. Shareholder threshold for registration. 

Subtitle U—Small Company Capital Formation Enhancements 

Sec. 498. JOBS Act-related exemption. 

Subtitle V—Encouraging Public Offerings 

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

TITLE V—REGULATORY RELIEF FOR MAIN STREET AND 

COMMUNITY FINANCIAL INSTITUTIONS 

Subtitle A—Preserving Access to Manufactured Housing 

Sec. 501. Mortgage originator definition. 

Sec. 502. High-Cost mortgage definition. 

Subtitle B—Mortgage Choice 

Sec. 506. Definition of points and fees. 

Subtitle C—Financial Institution Customer Protection 

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

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

Subtitle D—Portfolio Lending and Mortgage Access 

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

Subtitle E—Application of the Expedited Funds Availability Act 

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

Subtitle F—Small Bank Holding Company Policy Statement 

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

assessment of financial and managerial factors. 

Subtitle G—Community Institution Mortgage Relief 

Sec. 531. Community financial institution mortgage relief. 

Subtitle H—Financial Institutions Examination Fairness and Reform 

Sec. 536. Timeliness of examination reports. 

Subtitle I—National Credit Union Administration Budget Transparency 

Sec. 541. Budget transparency for the NCUA. 

Subtitle J—Taking Account of Institutions With Low Operation Risk 

Sec. 546. Regulations appropriate to business models. 

Subtitle K—Federal Savings Association Charter Flexibility 


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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. 

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. 

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. 


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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. 

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. 


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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. 

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. 


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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. 

Sec. 1211. Title XIV correction. 

Sec. 1212. Technical corrections to other statutes. 


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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 AU6 THORITY. 

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 

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

12 Consumer 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 

16 Wall Street Reform and Consumer Protection Act is 

17 amended— 

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

19 by 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 

8 enactment of this paragraph, the Board of Gov9 ernors shall issue final rules implementing this sec10 tion.’’; and 

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

12 covered financial company under title II’’. 

13 (2) FEDERAL DEPOSIT INSURANCE ACT.—Sec14 tion 10(b)(3) of the Federal Deposit Insurance Act 

15 (12 U.S.C. 1820(b)(3)) is amended by striking ‘‘, or 

16 of such nonbank financial company supervised by 

17 the Board of Governors or bank holding company 

18 described 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 

5 resolution 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 

15 FINANCIAL 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 

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

3 Act 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 institu17 tions, represents 85 percent or more of the 

18 consolidated annual gross revenues of the 

19 corporation; or 

20 ‘‘(ii) the consolidated assets of the 

21 corporation and all of its subsidiaries re22 lated to activities that are financial in na23 ture (as defined in section 4(k) of the 

24 Bank Holding Company Act of 1956) and, 

25 if applicable, related to the ownership or 


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1 control of one or more insured depository 

2 institutions, represents 85 percent or more 

3 of the consolidated assets of the corpora4 tion.’’. 

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

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

7 end the following: 

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

9 only in a case under chapter 11 concerning a covered fi10 nancial corporation.’’. 

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

12 11, United States Code, is amended— 

13 (1) in subsection (b)— 

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

15 the end; 

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

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

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

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

20 (2) in subsection (d)— 

21 (A) by striking ‘‘and’’ before ‘‘an unin22 sured State member bank’’; 

23 (B) by striking ‘‘or’’ before ‘‘a corpora24 tion’’; 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 

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

6 end 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 

11 has been consummated; 

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

13 a 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 credi16 tors 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 

20 a 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 fol23 lowing: 

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

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


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1 been paid or the plan provides for the payment of 

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

3 date of the plan. 

4 ‘‘(18) In a case under subchapter V, confirma5 tion of the plan is not likely to cause serious adverse 

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

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

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

9 under subchapter V, the United States trustee shall rec10 ommend to the court, and in all other cases, the’’. 

11 SEC. 122. LIQUIDATION, REORGANIZATION, OR RECAPITAL12 IZATION OF A COVERED FINANCIAL COR13 PORATION. 

14 Chapter 11 of title 11, United States Code, is amend15 ed by adding at the end the following (and conforming 

16 the table of contents for such chapter accordingly): 

17 ‘‘SUBCHAPTER V—LIQUIDATION, REORGANIZA18 TION, OR RECAPITALIZATION OF A COV19 ERED FINANCIAL CORPORATION 

20 ‘‘§ 1181. Inapplicability of other sections 

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

22 under this subchapter concerning a covered financial cor23 poration. Section 365 does not apply to a transfer under 

24 section 1185, 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 

5 Governors 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 

9 equity securities of which may be transferred to a 

10 special 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 

14 a 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 sec25 tion 761. 


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1 ‘‘(6) The term ‘special trustee’ means the trust2 ee 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 cov6 ered financial corporation may be commenced by the filing 

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

8 301 only if the debtor states to the best of its knowledge 

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

10 financial corporation. 

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

12 (a) 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 

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

20 1186, whether prior to or after commencement of the case. 

21 ‘‘(d) Counsel to the debtor shall provide, to the great22 est extent practicable without disclosing the identity of the 

23 potential 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 po2 tential commencement of such case. The chief judge of 

3 such court shall randomly assign to preside over such case 

4 a bankruptcy judge selected from among the bankruptcy 

5 judges designated by the Chief Justice of the United 

6 States under section 298 of title 28. 

7 ‘‘§ 1184. Regulators 

8 ‘‘The Board, the Securities Exchange Commission, 

9 the Office of the Comptroller of the Currency of the De10 partment of the Treasury, the Commodity Futures Trad11 ing Commission, and the Federal Deposit Insurance Cor12 poration may raise and may appear and be heard on any 

13 issue in any 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 

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

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

19 of executory contracts, unexpired leases, and qualified fi20 nancial contracts of the debtor, to a bridge company. 

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

22 property transferred, and any executory contracts, unex23 pired leases, and qualified financial contracts assigned 

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

25 Except as provided under this section, the provisions of 


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1 section 363 shall apply to a transfer and assignment under 

2 this section. 

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

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

5 electronic or telephonic notice of not less than 24 hours 

6 to— 

7 ‘‘(1) the debtor; 

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

9 claims against the debtor; 

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

11 claims against the debtor; 

12 ‘‘(4) counterparties to any debt, executory con13 tract, unexpired lease, and qualified financial con14 tract requested to be transferred under this section; 

15 ‘‘(5) the Board; 

16 ‘‘(6) the Federal Deposit Insurance Corpora17 tion; 

18 ‘‘(7) the Secretary of the Treasury and the Of19 fice of the Comptroller of the Currency of the Treas20 ury; 

21 ‘‘(8) the Commodity Futures Trading Commis22 sion; 

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

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

25 administrator; and 


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

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

3 Street Reform and Consumer Protection Act, with 

4 respect to any affiliate the equity securities of which 

5 are proposed to be transferred under this section. 

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

7 section unless the court determines, based upon a prepon8 derance of the evidence, that— 

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

10 to prevent serious adverse effects on financial sta11 bility in the United States; 

12 ‘‘(2) the transfer does not provide for the as13 sumption of any capital structure debt by the bridge 

14 company; 

15 ‘‘(3) the transfer does not provide for the trans16 fer to the bridge company of any property of the es17 tate that is subject to a lien securing a debt, execu18 tory contract, unexpired lease or agreement (includ19 ing a qualified financial contract) of the debtor un20 less— 

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

22 debt, executory contract, unexpired lease or 

23 agreement (including a qualified financial con24 tract), including any claims arising in respect 

25 thereof that would not be allowed secured 


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

2 effect to such transfer, such property remains 

3 subject to the lien securing such debt, executory 

4 contract, unexpired lease or agreement (includ5 ing a qualified financial contract); and 

6 ‘‘(ii) the court has determined that as7 sumption of such debt, executory contract, un8 expired lease or agreement (including a quali9 fied financial contract) by the bridge company 

10 is in the best interests of the estate; or 

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

12 the bridge company in accordance with the pro13 visions of section 363; 

14 ‘‘(4) the transfer does not provide for the as15 sumption by the bridge company of any debt, execu16 tory contract, unexpired lease or agreement (includ17 ing a qualified financial contract) of the debtor se18 cured by a lien on property of the estate unless the 

19 transfer provides for such property to be transferred 

20 to the bridge company in accordance with paragraph 

21 (3)(A) of this subsection; 

22 ‘‘(5) the transfer does not provide for the trans23 fer of the equity of the debtor; 

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

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1 gations of any debt, executory contract, qualified fi2 nancial contract, or unexpired lease assumed and as3 signed to the bridge company; 

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

5 special trustee all of the equity securities in the 

6 bridge company and appointment of a special trustee 

7 in accordance with section 1186; 

8 ‘‘(8) after giving effect to the transfer, ade9 quate provision has been made for the fees, costs, 

10 and expenses of the estate and special trustee; and 

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

12 documents, and initial directors and senior officers, 

13 that are in the best interest of creditors and the es14 tate. 

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

16 the bridge company that is the recipient of the transfer 

17 shall— 

18 ‘‘(1) not have any property, executory con19 tracts, unexpired leases, qualified financial contracts, 

20 or debts, other than any property acquired or execu21 tory contracts, unexpired leases, or debts assumed 

22 when acting as a transferee of a transfer under this 

23 section; and 


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

2 the estate, which may be sold or distributed in ac3 cordance with this title. 

4 ‘‘§ 1186. Special trustee 

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

6 1185 shall require the trustee to transfer to a qualified 

7 and independent special trustee, who is appointed by the 

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

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

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

11 satisfaction of the special trustee’s fees, costs, and ex12 penses. The trust of which the special trustee is the trust13 ee shall be a newly formed trust governed by a trust agree14 ment approved by the court as in the best interests of the 

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

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

17 equity securities of the bridge company in accordance with 

18 the trust agreement. 

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

20 transfer under section 1185, the trustee shall confirm to 

21 the court that the Board has been consulted regarding the 

22 identity of the proposed special trustee and advise the 

23 court of the results of such consultation. 

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

25 provide— 


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1 ‘‘(1) for the payment of the fees, costs, ex2 penses, and indemnities of the special trustee from 

3 the assets of the debtor’s estate; 

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

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

6 which shall be filed with the court; and 

7 ‘‘(B) information about the bridge com8 pany reasonably requested by a party in inter9 est to prepare a disclosure statement for a plan 

10 providing for distribution of any securities of 

11 the bridge company if such information is nec12 essary to prepare such disclosure statement; 

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

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

15 trustee shall file a notice with the court in connec16 tion with— 

17 ‘‘(A) any change in a director or senior of18 ficer of the bridge company; 

19 ‘‘(B) any modification to the governing 

20 documents of the bridge company; and 

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

22 bridge company, including— 

23 ‘‘(i) recapitalization; 

24 ‘‘(ii) a material borrowing; 


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1 ‘‘(iii) termination of an intercompany 

2 debt or guarantee; 

3 ‘‘(iv) a transfer of a substantial por4 tion of the assets of the bridge company; 

5 or 

6 ‘‘(v) the issuance or sale of any secu7 rities of the bridge company; 

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

9 the bridge company shall not be consummated until 

10 the special trustee consults with the Federal Deposit 

11 Insurance Corporation and the Board regarding 

12 such sale and discloses the results of such consulta13 tion with the court; 

14 ‘‘(5) that, subject to reserves for payments per15 mitted under paragraph (1) provided for in the trust 

16 agreement, the proceeds of the sale of any equity se17 curities of the bridge company by the special trustee 

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

19 the estate; 

20 ‘‘(6) the process and guidelines for the replace21 ment of the special trustee; and 

22 ‘‘(7) that the property held in trust by the spe23 cial trustee is subject to distribution in accordance 

24 with subsection (c). 


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

2 held in trust— 

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

4 in accordance with the plan on the effective date of 

5 the plan; or 

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

7 chapter 7, as ordered by the court. 

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

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

10 terminate, except as may be necessary to wind up and con11 clude the business and financial affairs of the trust. 

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

13 section, the special trustee shall be subject only to applica14 ble nonbankruptcy law, and the actions and conduct of 

15 the special trustee shall no longer be subject to approval 

16 by the court in the case under this subchapter. 

17 ‘‘§ 1187. Temporary and supplemental automatic stay; 

18 assumed debt 

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

20 as a stay, applicable to all entities, of the termination, ac21 celeration, or modification of any debt, contract, lease, or 

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

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

24 lease, or agreement, solely because of— 


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

2 debt, contract, lease, or agreement; or 

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

4 or agreement, or in applicable nonbankruptcy law, 

5 that is conditioned on— 

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

7 the debtor at any time before the closing of the 

8 case; 

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

10 this title concerning the debtor; 

11 ‘‘(iii) the appointment of or taking posses12 sion by a trustee in a case under this title con13 cerning the debtor or by a custodian before the 

14 commencement of the case; or 

15 ‘‘(iv) a credit rating agency rating, or ab16 sence or withdrawal of a credit rating agency 

17 rating— 

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

19 the commencement of the case; 

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

21 from the commencement of the case until 

22 48 hours after such order is entered; 

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

24 trustee or the special trustee is a direct or 


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1 indirect beneficial holder of more than 50 

2 percent of 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 affil6 iate that are property of the estate 

7 are transferred under section 1185; or 

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

9 or the special trustee is a direct or indirect 

10 beneficial holder of more than 50 percent 

11 of the equity securities of— 

12 ‘‘(aa) the bridge company; or 

13 ‘‘(bb) the affiliate, if all of the di14 rect or indirect interests in the affil15 iate that are property of the estate 

16 are transferred under section 1185. 

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

18 in this paragraph is— 

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

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

21 debtor (other than a qualified financial contract); 

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

23 issued or is obligated for debt (other than capital 

24 structure debt); 


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

2 lease of an affiliate (other than a qualified financial 

3 contract); or 

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

5 issued or is obligated for debt. 

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

7 ‘‘(A) for the benefit of the debtor, upon the ear8 liest of— 

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

10 the case; 

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

12 lease, or agreement by the bridge company 

13 under an order authorizing a transfer under 

14 section 1185; 

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

16 request for a transfer under section 1185; or 

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

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

19 earliest of— 

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

21 transfer under section 1185 in which the direct 

22 or indirect interests in the affiliate that are 

23 property of the estate are not transferred under 

24 section 1185; 


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

2 request for a transfer under section 1185; 

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

4 the case if the court has not ordered a transfer 

5 under section 1185; or 

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

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

8 apply to a stay under this subsection. 

9 ‘‘(b) A debt, executory contract (other than a quali10 fied financial contract), or unexpired lease of the debtor, 

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

12 obligated for any debt, may be assumed by a bridge com13 pany in a transfer under section 1185 notwithstanding 

14 any provision in an agreement or in applicable nonbank15 ruptcy law that— 

16 ‘‘(1) prohibits, restricts, or conditions the as17 signment of the debt, contract, lease, or agreement; 

18 or 

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

20 permits a party other than the debtor to terminate 

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

22 account of— 

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

24 lease, or agreement; or 


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

2 the debt, contract, lease, or agreement. 

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

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

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

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

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

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

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

10 in applicable nonbankruptcy law— 

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

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

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

14 assignment of the debt, contract, lease, or agree15 ment; or 

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

17 or permits a party other than the debtor to termi18 nate or modify, the debt, contract, lease or agree19 ment on account of— 

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

21 lease, or agreement; or 

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

23 the debt, contract, lease, or agreement. 

24 ‘‘(2) If there is a default by the debtor under a provi25 sion other than the kind described in paragraph (1) in 


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

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

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

4 or agreement only if the bridge company— 

5 ‘‘(A) shall cure the default; 

6 ‘‘(B) compensates, or provides adequate assur7 ance in connection with a transfer under section 

8 1185 that the bridge company will promptly com9 pensate, a party other than the debtor to the debt, 

10 contract, lease, or agreement, for any actual pecu11 niary loss to the party resulting from the default; 

12 and 

13 ‘‘(C) provides adequate assurance in connection 

14 with a transfer under section 1185 of future per15 formance under the debt, contract, lease, or agree16 ment, as determined by the court under section 

17 1185(c)(4). 

18 ‘‘§ 1188. Treatment of qualified financial contracts 

19 and affiliate contracts 

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

21 362(b)(17), 362(b)(27), 362(o), 555, 556, 559, 560, and 

22 561, a petition filed under section 1183 operates as a stay, 

23 during the period specified in section 1187(a)(3)(A), ap24 plicable to all entities, of the exercise of a contractual 

25 right— 


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1 ‘‘(1) to cause the modification, liquidation, ter2 mination, or acceleration of a qualified financial con3 tract of the debtor or an affiliate; 

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

5 payment amount, or other transfer obligation arising 

6 under or in connection with a qualified financial con7 tract of the debtor or an affiliate; or 

8 ‘‘(3) under any security agreement or arrange9 ment or other credit enhancement forming a part of 

10 or related to a qualified financial contract of the 

11 debtor or an affiliate. 

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

13 1187(a)(3)(A), the trustee or the affiliate shall perform 

14 all payment and delivery obligations under such qualified 

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

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

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

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

19 affiliate immediately upon the failure of the trustee or the 

20 affiliate, as the case may be, to perform any such obliga21 tion during such period. 

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

23 financial contract of the debtor or any affiliate to perform 

24 any payment or delivery obligation under such qualified 

25 financial contract, including during the pendency of the 


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

2 breach of such qualified financial contract by the 

3 counterparty. 

4 ‘‘(c) Subject to the court’s approval, a qualified finan5 cial contract between an entity and the debtor may be as6 signed to or assumed by the bridge company in a transfer 

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

8 if— 

9 ‘‘(1) all qualified financial contracts between 

10 the entity and the debtor are assigned to and as11 sumed by the bridge company in the transfer under 

12 section 1185; 

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

14 in respect of any qualified financial contract between 

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

16 under the terms of the qualified financial contract, 

17 is subordinated to the claims of general unsecured 

18 creditors) are assigned to and assumed by the bridge 

19 company; 

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

21 under any qualified financial contract between the 

22 entity and the debtor are assigned to and assumed 

23 by the bridge company; and 

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

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1 fied financial contract described in paragraph (1) or 

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

3 any qualified financial contract between the entity 

4 and the debtor is assigned to and assumed by the 

5 bridge company. 

6 ‘‘(d) Notwithstanding any provision of a qualified fi7 nancial contract or of applicable nonbankruptcy law, a 

8 qualified financial contract of the debtor that is assumed 

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

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

11 order approving a transfer under section 1185, and any 

12 right or obligation under the qualified financial contract 

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

14 entry of the order approving a transfer under section 1185 

15 solely because of a condition described in section 

16 1187(c)(1), other than a condition of the kind specified 

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

18 no longer includes a direct beneficial interest or an indi19 rect beneficial interest through the special trustee, in more 

20 than 50 percent of the equity securities of the bridge com21 pany. 

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

23 or in applicable nonbankruptcy law, an agreement of an 

24 affiliate (including an executory contract, an unexpired 

25 lease, qualified financial contract, or an agreement under 


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

2 right or obligation under such agreement may not be ac3 celerated, terminated, or modified, solely because of a con4 dition described in section 1187(c)(1), other than a condi5 tion of the kind specified in section 1187(b) that occurs 

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

7 beneficial holder of more than 50 percent of the equity 

8 securities of the affiliate, at any time after the commence9 ment of the case if— 

10 ‘‘(1) all direct or indirect interests in the affil11 iate that are property of the estate are transferred 

12 under section 1185 to the bridge company within the 

13 period specified in subsection (a); 

14 ‘‘(2) the bridge company assumes— 

15 ‘‘(A) any guarantee or other credit en16 hancement issued by the debtor relating to the 

17 agreement of the affiliate; and 

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

19 setoff, netting arrangement, or debt of the debt20 or that directly arises out of or directly relates 

21 to the guarantee or credit enhancement; and 

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

23 serves as collateral for the guarantee or credit en24 hancement is transferred to the bridge company. 


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1 ‘‘§ 1189. Licenses, permits, and registrations 

2 ‘‘(a) Notwithstanding any otherwise applicable non3 bankruptcy law, if a request is made under section 1185 

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

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

6 an affiliate had immediately before the commencement of 

7 the case and that is proposed to be transferred under sec8 tion 1185 may not be accelerated, terminated, or modified 

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

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

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

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

13 title concerning the debtor; 

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

15 a trustee in a case under this title concerning the 

16 debtor or by a custodian before the commencement 

17 of the case; or 

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

19 ‘‘(b) Notwithstanding any otherwise applicable non20 bankruptcy law, any Federal, State, or local license, per21 mit, or registration that the debtor had immediately before 

22 the commencement of the case that is included in a trans23 fer under section 1185 shall be valid and all rights and 

24 obligations thereunder shall vest in the bridge company. 


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1 ‘‘§ 1190. Exemption from securities laws 

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

3 bridge company shall be deemed to be a security of a suc4 cessor to the debtor under a plan if the court approves 

5 the disclosure statement for the plan as providing ade6 quate information (as defined in section 1125(a)) about 

7 the bridge company and the security. 

8 ‘‘§ 1191. Inapplicability of certain avoiding powers 

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

10 debtor to an affiliate prior to or after the commencement 

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

12 or the estate to or for the benefit of an affiliate, in con13 templation of or in connection with a transfer under sec14 tion 1185 is not avoidable under section 544, 547, 

15 548(a)(1)(B), or 549, or under any similar nonbankruptcy 

16 law. 

17 ‘‘§ 1192. Consideration of financial stability 

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

19 in connection with this subchapter may have on financial 

20 stability in the United States.’’. 

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

22 CODE. 

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

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

25 end the following: 


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1 ‘‘§ 298. Judge for a case under subchapter V of chap2 ter 11 of title 11 

3 ‘‘(a)(1) Notwithstanding section 295, the Chief Jus4 tice of the United States shall designate not fewer than 

5 10 bankruptcy judges to be available to hear a case under 

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

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

8 United States for such designation. 

9 ‘‘(2) Notwithstanding section 155, a case under sub10 chapter V of chapter 11 of title 11 shall be heard under 

11 section 157 by a bankruptcy judge designated under para12 graph (1), who shall be randomly assigned to hear such 

13 case by the chief judge of the court of appeals for the cir14 cuit embracing the district in which the case is pending. 

15 To the greatest extent practicable, the approvals required 

16 under section 155 should be obtained. 

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

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

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

20 temporarily assigned to the district. 

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

22 11, and all proceedings in the case, shall take place in 

23 the district in which the case is pending. 

24 ‘‘(c) In this section, the term ‘covered financial cor25 poration’ has the meaning given that term in section 

26 101(9A) of title 11.’’. 


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

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

3 by adding at the end the following: 

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

5 district court after a transfer pursuant to an order under 

6 section 1185 of title 11 of any proceeding related to a spe7 cial trustee appointed, or to a bridge company formed, in 

8 connection with a case under subchapter V of chapter 11 

9 of title 11.’’. 

10 (c) TECHNICAL AND CONFORMING AMENDMENT.— 

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

12 States Code, is amended by adding at the end the fol13 lowing: 

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

14 Subtitle C—Ending Government 

15 Guarantees 

16 SEC. 131. REPEAL OF OBLIGATION GUARANTEE PROGRAM. 

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

18 Dodd-Frank Wall Street Reform and Consumer Protec19 tion Act (12 U.S.C. 5301 et seq.) are repealed: 

20 (1) Section 1104. 

21 (2) Section 1105. 

22 (3) Section 1106. 

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

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


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1 and Consumer Protection Act is amended by striking the 

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

3 SEC. 132. REPEAL OF SYSTEMIC RISK DETERMINATION IN 

4 RESOLUTIONS. 

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

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

7 SEC. 133. RESTRICTIONS ON USE OF THE EXCHANGE STA8 BILIZATION FUND. 

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

10 States Code, is amended by adding at the end the fol11 lowing: 

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

13 establishment of a guaranty program for any nongovern14 mental entity.’’. 

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

16 the Emergency Economic Stabilization Act of 2008 (12 

17 U.S.C. 5236(b)) is amended by inserting ‘‘, or for the pur18 poses of preventing the liquidation or insolvency of any 

19 entity’’ before the period. 

20 Subtitle D—Eliminating Financial 

21 Market Utility Designations 

22 SEC. 141. REPEAL OF TITLE VIII. 

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

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

25 5461 et seq.) is repealed, and provisions of law amended 


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

2 never been enacted. 

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

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

5 Consumer Protection Act is amended by striking the items 

6 relating to title VIII. 

7 Subtitle E—Reform of the 

8 Financial Stability Act of 2010 

9 SEC. 151. REPEAL AND MODIFICATION OF PROVISIONS OF 

10 THE FINANCIAL STABILITY ACT OF 2010. 

11 (a) REPEALS.—The following provisions of the Fi12 nancial Stability Act of 2010 are repealed, and the provi13 sions of law amended or repealed by such provisions are 

14 restored or revived as if such provisions had not been en15 acted: 

16 (1) Subtitle B. 

17 (2) Section 113. 

18 (3) Section 114. 

19 (4) Section 115. 

20 (5) Section 116. 

21 (6) Section 117. 

22 (7) Section 119. 

23 (8) Section 120. 

24 (9) Section 121. 

25 (10) Section 161. 


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1 (11) Section 162. 

2 (12) Section 164. 

3 (13) Section 166. 

4 (14) Section 167. 

5 (15) Section 168. 

6 (16) Section 170. 

7 (17) Section 172. 

8 (18) Section 174. 

9 (19) Section 175. 

10 (b) ADDITIONAL MODIFICATIONS.—The Financial 

11 Stability Act of 2010 (12 U.S.C. 5311 et seq.) is amend12 ed— 

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

14 (5); 

15 (2) in section 111— 

16 (A) in subsection (b)— 

17 (i) in paragraph (1)— 

18 (I) by striking ‘‘who shall each’’ 

19 and inserting ‘‘who shall, except as 

20 provided below, each’’; and 

21 (II) by striking subparagraphs 

22 (B) through (J) and inserting the fol23 lowing: 


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1 ‘‘(B) each member of the Board of Gov2 ernors, who shall collectively have 1 vote on the 

3 Council; 

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

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

6 Enforcement Agency; 

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

8 shall collectively have 1 vote on the Council; 

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

10 shall collectively have 1 vote on the Council; 

11 ‘‘(G) each member of the Commodity Fu12 tures Trading Commission, who shall collec13 tively have 1 vote on the Council; 

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

15 Finance Agency; 

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

17 Union Administration Board, who shall collec18 tively have 1 vote on the Council; and 

19 ‘‘(J) the Independent Insurance Advo20 cate.’’; 

21 (ii) in paragraph (2)— 

22 (I) by striking subparagraphs (A) 

23 and (B); and 

24 (II) by redesignating subpara25 graphs (C), (D), and (E) as subparaVerDate Sep 11 2014 02:32 Apr 27, 2017 Jkt 069200 PO 00000 Frm 00047 Fmt 6652 Sfmt 6201 E:\BILLS\H10.IH H10

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1 graphs (A), (B), and (C), respectively; 

2 and 

3 (iii) by adding at the end the fol4 lowing: 

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

6 ‘‘(A) VOTING WITHIN THE ENTITY.—An 

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

8 (F), (G), or (I) of paragraph (1) shall deter9 mine the entity’s Council vote by using the vot10 ing process normally applicable to votes by the 

11 entity’s members. 

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

13 collective Council vote of an entity described 

14 under subparagraph (A) shall be cast by the 

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

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

17 member of the entity available.’’; 

18 (B) in subsection (c), by striking ‘‘sub19 paragraphs (C), (D), and (E)’’ and inserting 

20 ‘‘subparagraphs (B), (C), and (D)’’; 

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

22 the following: 

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

24 Council may select to have one or more individuals 

25 on the member’s staff attend a meeting of the CounVerDate Sep 11 2014 02:32 Apr 27, 2017 Jkt 069200 PO 00000 Frm 00048 Fmt 6652 Sfmt 6201 E:\BILLS\H10.IH H10

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1 cil, including any meeting of representatives of the 

2 member agencies other than the members them3 selves. 

4 ‘‘(4) CONGRESSIONAL OVERSIGHT.—All meet5 ings of the Council, whether or not open to the pub6 lic, shall be open to the attendance by members of 

7 the Committee on Financial Services of the House of 

8 Representatives and the Committee on Banking, 

9 Housing, and Urban Affairs of the Senate. 

10 ‘‘(5) MEMBER AGENCY MEETINGS.—Any meet11 ing of representatives of the member agencies other 

12 than the members themselves shall be open to at13 tendance by staff of the Committee on Financial 

14 Services of the House of Representatives and the 

15 Committee on Banking, Housing, and Urban Affairs 

16 of the Senate.’’; 

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

18 the nonapplicability of FACA); 

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

20 following: 

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

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

23 5, United States Code (commonly referred to as the ‘Gov24 ernment in the Sunshine Act’). 


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1 ‘‘(h) CONFIDENTIAL CONGRESSIONAL BRIEFINGS.— 

2 At the request of the Chairman of the Committee on Fi3 nancial Services of the House of Representatives or the 

4 Chairman of the Committee on Banking, Housing, and 

5 Urban Affairs of the Senate, the Chairperson shall appear 

6 before Congress to provide a confidential briefing.’’; and 

7 (F) by redesignating subsections (h) 

8 through (j) as subsections (i) through (k), re9 spectively; 

10 (3) in section 112— 

11 (A) in subsection (a)(2)— 

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

13 ‘‘the Federal Insurance Office and, if nec14 essary to assess risks to the United States 

15 financial system, direct the Office of Fi16 nancial Research to’’ and inserting ‘‘and, if 

17 necessary to assess risks to the United 

18 States financial system,’’; 

19 (ii) by striking subparagraphs (B), 

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

21 (iii) by redesignating subparagraphs 

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

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

24 (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 

12 agencies, and the Federal Insurance Of13 fice’’ and 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,’’ 

21 each 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 Coun6 cil $4,000,000 for fiscal year 2017 and each fiscal year 

7 thereafter 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 BANK22 ING ORGANIZATION.—Subparagraph (A) shall 

23 not apply to a proposed acquisition by a quali24 fying banking organization, as defined under 


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1 section 605 of the Financial CHOICE Act of 

2 2017.’’; 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 

9 and’’ 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 

15 among companies on an individual basis or by cat16 egory, taking into consideration their capital struc17 ture, riskiness, complexity, financial activities (in18 cluding the financial activities of their subsidiaries), 

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

20 Board of Governors 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 

7 inserting ‘‘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 

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

18 clauses (i), (ii), and (iii), respec19 tively; and 

20 (cc) in clause (iii), as so re21 designated, by adding ‘‘and’’ at 

22 the end; 

23 (II) by striking subparagraphs 

24 (B) and (C); and 


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1 (III) by redesignating subpara2 graph (D) as subparagraph (B); and 

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

4 nonbank financial company supervised by 

5 the Board of Governors or’’; 

6 (E) in subsection (c)— 

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

8 ‘‘under section 115(c)’’; and 

9 (ii) in paragraph (2)— 

10 (I) by amending subparagraph 

11 (A) to read as follows: 

12 ‘‘(A) any recommendations of the Coun13 cil;’’; and 

14 (II) in subparagraph (D), by 

15 striking ‘‘nonbank financial company 

16 supervised by the Board of Governors 

17 or’’; 

18 (F) in subsection (d)— 

19 (i) by striking ‘‘a nonbank financial 

20 company supervised by the Board of Gov21 ernors or’’ each place such term appears; 

22 (ii) in paragraph (1), by striking ‘‘pe23 riodically’’ and inserting ‘‘not more often 

24 than every 2 years’’; 

25 (iii) in paragraph (3)— 


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1 (I) by striking ‘‘The Board’’ and 

2 inserting the following: 

3 ‘‘(A) IN GENERAL.—The Board’’; 

4 (II) by striking ‘‘shall review’’ 

5 and inserting the following: ‘‘shall— 

6 ‘‘(i) review’’; 

7 (III) by striking the period and 

8 inserting ‘‘; and’’; and 

9 (IV) by adding at the end the fol10 lowing: 

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

12 month period beginning on the date the 

13 bank holding company submits the resolu14 tion plan, provide feedback to the bank 

15 holding company on such plan. 

16 ‘‘(B) DISCLOSURE OF ASSESSMENT

17 FRAMEWORK.—The Board of Governors shall 

18 publicly disclose the assessment framework that 

19 is used to review information under this para20 graph and shall provide the public with a notice 

21 and comment period before finalizing such as22 sessment framework.’’. 

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

24 ‘‘nonbank financial company supervised by 


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1 the Board, any bank holding company,’’ 

2 and inserting ‘‘bank holding company’’; 

3 (G) in subsection (e)— 

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

5 nonbank financial company supervised by 

6 the Board of Governors or’’; 

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

8 nonbank financial company supervised by 

9 the Board of Governors or’’ each place 

10 such term appears; and 

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

12 nonbank financial company supervised by 

13 the Board of Governors or’’; 

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

15 any nonbank financial company supervised by 

16 the Board of Governors’’; 

17 (I) in subsection (h)— 

18 (i) by striking paragraph (1); 

19 (ii) by redesignating paragraphs (2), 

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

21 (3), respectively; 

22 (iii) in paragraph (1), as so redesig23 nated, by striking ‘‘paragraph (3)’’ each 

24 place such term appears and inserting 

25 ‘‘paragraph (2)’’; and 


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1 (iv) in paragraph (2), as so redesig2 nated— 

3 (I) in subparagraph (A), by strik4 ing ‘‘the nonbank financial company 

5 supervised by the Board of Governors 

6 or bank holding company described in 

7 subsection (a), as applicable’’ and in8 serting ‘‘a bank holding company de9 scribed in subsection (a)’’; and 

10 (II) in subparagraph (B), by 

11 striking ‘‘the nonbank financial com12 pany supervised by the Board of Gov13 ernors or a bank holding company de14 scribed in subsection (a), as applica15 ble’’ and inserting ‘‘a bank holding 

16 company described in subsection (a)’’; 

17 (J) in subsection (i)— 

18 (i) in paragraph (1)— 

19 (I) in subparagraph (A), by strik20 ing ‘‘, in coordination with the appro21 priate primary financial regulatory 

22 agencies and the Federal Insurance 

23 Office,’’; 

24 (II) in subparagraph (B)— 


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1 (aa) by amending clause (i) 

2 to read as follows: 

3 ‘‘(i) shall— 

4 ‘‘(I) issue regulations, after pro5 viding for public notice and comment, 

6 that provide for at least 3 different 

7 sets of conditions under which the 

8 evaluation required by this subsection 

9 shall be conducted, including baseline, 

10 adverse, and severely adverse, and 

11 methodologies, including models used 

12 to estimate losses on certain assets, 

13 and the Board of Governors shall not 

14 carry out any such evaluation until 60 

15 days after such regulations are issued; 

16 and 

17 ‘‘(II) provide copies of such regu18 lations to the Comptroller General of 

19 the United States and the Panel of 

20 Economic Advisors of the Congres21 sional Budget Office before publishing 

22 such regulations;’’; 

23 (bb) in clause (ii), by strik24 ing ‘‘and nonbank financial com25 panies’’; 


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1 (cc) in clause (iv), by strik2 ing ‘‘and’’ at the end; 

3 (dd) in clause (v), by strik4 ing the period and inserting the 

5 following: ‘‘, including any results 

6 of a resubmitted test;’’; and 

7 (ee) by adding at the end 

8 the following: 

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

10 adverse condition under clause (i), provide 

11 detailed consideration of the model’s ef12 fects on financial stability and the cost and 

13 availability of credit; 

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

15 and methodologies and providing them for 

16 notice and comment under this subpara17 graph, publish a process to test the models 

18 and methodologies for their potential to 

19 magnify systemic and institutional risks in20 stead of facilitating increased resiliency; 

21 ‘‘(viii) shall design and publish a proc22 ess to test and document the sensitivity 

23 and uncertainty associated with the model 

24 system’s data quality, specifications, and 

25 assumptions; and 


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1 ‘‘(ix) shall communicate the range and 

2 sources of uncertainty surrounding the 

3 models and methodologies.’’; and 

4 (III) by adding at the end the 

5 following: 

6 ‘‘(C) CCAR REQUIREMENTS.— 

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

9 requirements of subparagraph (B) shall 

10 apply to CCAR. 

11 ‘‘(ii) TWO-YEAR LIMITATION.—The 

12 Board of Governors may not subject a 

13 company to CCAR more than once every 

14 two years. 

15 ‘‘(iii) LIMITATION ON QUALITATIVE

16 CAPITAL PLANNING OBJECTIONS.—In car17 rying out CCAR, the Board of Governors 

18 may not object to a company’s capital plan 

19 on the basis of qualitative deficiencies in 

20 the company’s capital planning process. 

21 ‘‘(iv) COMPANY INQUIRIES.—The 

22 Board of Governors shall establish and 

23 publish procedures for responding to in24 quiries from companies subject to CCAR, 

25 including establishing the time frame in 


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1 which such responses will be made, and 

2 make such procedures publicly available. 

3 ‘‘(v) CCAR DEFINED.—For purposes 

4 of this subparagraph and subparagraph 

5 (E), the term ‘CCAR’ means the Com6 prehensive Capital Analysis and Review es7 tablished by the Board of Governors.’’; and 

8 (ii) in paragraph (2)— 

9 (I) in subparagraph (A)— 

10 (aa) by striking ‘‘a bank 

11 holding company’’ and inserting 

12 ‘‘bank holding company’’; 

13 (bb) by striking ‘‘semi14 annual’’ and inserting ‘‘annual’’; 

15 (cc) by striking ‘‘All other 

16 financial companies’’ and insert17 ing ‘‘All other bank holding com18 panies’’; and 

19 (dd) by striking ‘‘and are 

20 regulated by a primary Federal 

21 financial regulatory agency’’; 

22 (II) in subparagraph (B)— 

23 (aa) by striking ‘‘and to its 

24 primary financial regulatory 

25 agency’’; and 


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1 (bb) by striking ‘‘primary fi2 nancial regulatory agency’’ the 

3 second time it appears and in4 serting ‘‘Board of Governors’’; 

5 and 

6 (III) in subparagraph (C)— 

7 (aa) by striking ‘‘Each Fed8 eral primary financial regulatory 

9 agency, in coordination with the 

10 Board of Governors and the Fed11 eral Insurance Office,’’ and in12 serting ‘‘The Board of Gov13 ernors’’; and 

14 (bb) by striking ‘‘consistent 

15 and comparable’’. 

16 (K) in subsection (j)— 

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

18 nonbank financial company supervised by 

19 the Board of Governors’’; and 

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

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

22 of section 113 and any other’’ and insert23 ing ‘‘any’’; 


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

2 nonbank financial company supervised by the 

3 Board of Governors’’; and 

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

5 ‘‘(l) EXEMPTION FOR QUALIFYING BANKING ORGA6 NIZATIONS.—This section shall not apply to a proposed 

7 acquisition by a qualifying banking organization, as de8 fined under section 605 of the Financial CHOICE Act of 

9 2017.’’. 

10 (c) TREATMENT OF OTHER RESOLUTION PLAN RE11 QUIREMENTS.— 

12 (1) IN GENERAL.—With respect to an appro13 priate Federal banking agency that requires a bank14 ing organization to submit to the agency a resolution 

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

16 Dodd-Frank Wall Street Reform and Consumer Pro17 tection Act— 

18 (A) the agency shall comply with the re19 quirements of paragraphs (3) and (4) of such 

20 section 165(d); 

21 (B) the agency may not require the sub22 mission of such a resolution plan more often 

23 than every 2 years; and 

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

25 165(d) shall apply to such a resolution plan. 


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1 (2) DEFINITIONS.—For purposes of this sub2 section, the terms ‘‘appropriate Federal banking 

3 agency’’ and ‘‘banking organization’’ have the mean4 ing given those terms, respectively, under section 

5 105. 

6 (d) ACTIONS TO CREATE A BANK HOLDING COM7 PANY.—Section 3(b)(1) of the Bank Holding Company 

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

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

10 the following: 

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

12 (2) by striking ‘‘Notwithstanding any other pro13 vision’’ and inserting the following: 

14 ‘‘(B) IMMEDIATE ACTION.— 

15 ‘‘(i) IN GENERAL.—Notwithstanding 

16 any other provision’’; and 

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

18 ‘‘(ii) EXCEPTION.—The Board may 

19 not take any action pursuant to clause (i) 

20 on an application that would cause any 

21 company to become a bank holding com22 pany unless such application involves the 

23 company acquiring a bank that is critically 

24 undercapitalized (as such term is defined 


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1 under section 38(b) of the Federal Deposit 

2 Insurance Act).’’. 

3 (e) CONCENTRATION LIMITS APPLIED ONLY TO

4 BANKING ORGANIZATIONS.—Section 14 of the Bank 

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

6 amended— 

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

8 such term appears and inserting ‘‘banking organiza9 tion’’; 

10 (2) in subsection (a)— 

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

12 follows: 

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

14 ‘‘(A) an insured depository institution; 

15 ‘‘(B) a bank holding company; 

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

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

18 depository institution; and 

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

20 treated as a bank holding company for purposes 

21 of this Act; and’’; 

22 (B) in paragraph (3)— 

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

24 ‘‘and’’ at the end; 


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1 (ii) in subparagraph (B)(ii), by strik2 ing ‘‘; and’’ and inserting a period; and 

3 (iii) by striking subparagraph (C); 

4 and 

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

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

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

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

9 Office of Financial Research,’’. 

10 (g) 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 subtitle B of title I and 113, 114, 115, 

14 116, 117, 119, 120, 121, 161, 162, 164, 166, 167, 168, 

15 170, 172, 174, and 175. 

16 SEC. 152. OPERATIONAL RISK CAPITAL REQUIREMENTS 

17 FOR BANKING ORGANIZATIONS. 

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

19 agency may not establish an operational risk capital re20 quirement for banking organizations, unless such require21 ment— 

22 (1) is based on the risks posed by a banking or23 ganization’s current activities and businesses; 

24 (2) is appropriately sensitive to the risks posed 

25 by such current activities and businesses; 


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1 (3) is determined under a forward-looking as2 sessment of potential losses that may arise out of a 

3 banking organization’s current activities and busi4 nesses, which is not solely based on a banking orga5 nization’s historical losses; and 

6 (4) permits adjustments based on qualifying 

7 operational risk mitigants. 

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

9 terms ‘‘appropriate Federal banking agency’’ and ‘‘bank10 ing organization’’ have the meaning given those terms, re11 spectively, under section 605. 

12 TITLE II—DEMANDING AC13 COUNTABILITY FROM WALL 

14 STREET 

15 Subtitle A—SEC Penalties 

16 Modernization 

17 SEC. 211. ENHANCEMENT OF CIVIL PENALTIES FOR SECU18 RITIES LAWS VIOLATIONS. 

19 (a) UPDATED CIVIL MONEY PENALTIES.— 

20 (1) SECURITIES ACT OF 1933.— 

21 (A) MONEY PENALTIES IN ADMINISTRA22 TIVE ACTIONS.—Section 8A(g)(2) of the Securi23 ties Act of 1933 (15 U.S.C. 77h–1(g)(2)) is 

24 amended— 

25 (i) in subparagraph (A)— 


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1 (I) by striking ‘‘$7,500’’ and in2 serting ‘‘$10,000’’; and 

3 (II) by striking ‘‘$75,000’’ and 

4 inserting ‘‘$100,000’’; 

5 (ii) in subparagraph (B)— 

6 (I) by striking ‘‘$75,000’’ and in7 serting ‘‘$100,000’’; and 

8 (II) by striking ‘‘$375,000’’ and 

9 inserting ‘‘$500,000’’; and 

10 (iii) by striking subparagraph (C) and 

11 inserting the following: 

12 ‘‘(C) THIRD TIER.— 

13 ‘‘(i) IN GENERAL.—Notwithstanding 

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

15 penalty for each such act or omission shall 

16 not exceed the amount specified in clause 

17 (ii) if— 

18 ‘‘(I) the act or omission described 

19 in paragraph (1) involved fraud, de20 ceit, manipulation, or deliberate or 

21 reckless disregard of a regulatory re22 quirement; and 

23 ‘‘(II) such act or omission di24 rectly 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; 

4 or 

5 ‘‘(bb) substantial pecuniary 

6 gain to the person who com7 mitted the act or omission. 

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

10 (i) is the greatest of— 

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

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

15 pecuniary gain to the person who 

16 committed the act or omission; or 

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

19 act or omission.’’. 

20 (B) MONEY PENALTIES IN CIVIL AC21 TIONS.—Section 20(d)(2) of the Securities Act 

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

23 (i) in subparagraph (A)— 

24 (I) by striking ‘‘$5,000’’ and in25 serting ‘‘$10,000’’; and 


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1 (II) by striking ‘‘$50,000’’ and 

2 inserting ‘‘$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 violation shall not 

14 exceed the amount specified in clause (ii) 

15 if— 

16 ‘‘(I) the violation described in 

17 paragraph (1) involved fraud, deceit, 

18 manipulation, or deliberate or reckless 

19 disregard of a regulatory requirement; 

20 and 

21 ‘‘(II) such violation directly or in22 directly resulted in substantial losses 

23 or created a significant risk of sub24 stantial losses to other persons. 


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1 ‘‘(ii) MAXIMUM AMOUNT OF PEN2 ALTY.—The amount referred to in clause 

3 (i) is the greatest of— 

4 ‘‘(I) $300,000 for a natural per5 son or $1,450,000 for any other per6 son; 

7 ‘‘(II) 3 times the gross amount of 

8 pecuniary gain to such defendant as a 

9 result of the violation; or 

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

12 violation.’’. 

13 (2) SECURITIES EXCHANGE ACT OF 1934.— 

14 (A) MONEY PENALTIES IN CIVIL AC15 TIONS.—Section 21(d)(3)(B) of the Securities 

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

17 78u(d)(3)(B)) is amended— 

18 (i) in clause (i)— 

19 (I) by striking ‘‘$5,000’’ and in20 serting ‘‘$10,000’’; and 

21 (II) by striking ‘‘$50,000’’ and 

22 inserting ‘‘$100,000’’; 

23 (ii) in clause (ii)— 

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


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1 (II) by striking ‘‘$250,000’’ and 

2 inserting ‘‘$500,000’’; and 

3 (iii) by striking clause (iii) and insert4 ing the following: 

5 ‘‘(iii) THIRD TIER.— 

6 ‘‘(I) IN GENERAL.—Notwithstanding 

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

8 for each such violation shall not exceed the 

9 amount specified in subclause (II) if— 

10 ‘‘(aa) the violation described in 

11 subparagraph (A) involved fraud, de12 ceit, manipulation, or deliberate or 

13 reckless disregard of a regulatory re14 quirement; and 

15 ‘‘(bb) such violation directly or 

16 indirectly resulted in substantial 

17 losses or created a significant risk of 

18 substantial losses to other persons. 

19 ‘‘(II) MAXIMUM AMOUNT OF PEN20 ALTY.—The amount referred to in sub21 clause (I) is the greatest of— 

22 ‘‘(aa) $300,000 for a natural 

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

24 person; 


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1 ‘‘(bb) 3 times the gross amount 

2 of pecuniary gain to such defendant 

3 as a result of the violation; or 

4 ‘‘(cc) the amount of losses in5 curred by victims as a result of the 

6 violation.’’. 

7 (B) MONEY PENALTIES IN ADMINISTRA8 TIVE ACTIONS.—Section 21B(b) of the Securi9 ties Exchange Act of 1934 (15 U.S.C. 78u– 

10 2(b)) is amended— 

11 (i) in paragraph (1)— 

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

14 (II) by striking ‘‘$50,000’’ and 

15 inserting ‘‘$100,000’’; 

16 (ii) in paragraph (2)— 

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

19 (II) by striking ‘‘$250,000’’ and 

20 inserting ‘‘$500,000’’; and 

21 (iii) by striking paragraph (3) and in22 serting the following: 

23 ‘‘(3) THIRD TIER.— 

24 ‘‘(A) IN GENERAL.—Notwithstanding 

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


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1 for each such act or omission shall not exceed 

2 the amount specified in subparagraph (B) if— 

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

4 subsection (a) involved fraud, deceit, ma5 nipulation, or deliberate or reckless dis6 regard of a regulatory requirement; and 

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

8 indirectly resulted in substantial losses or 

9 created a significant risk of substantial 

10 losses to other persons or resulted in sub11 stantial pecuniary gain to the person who 

12 committed the act or omission. 

13 ‘‘(B) MAXIMUM AMOUNT OF PENALTY.— 

14 The amount referred to in subparagraph (A) is 

15 the greatest of— 

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

17 $1,450,000 for any other person; 

18 ‘‘(ii) 3 times the gross amount of pe19 cuniary gain to the person who committed 

20 the act or omission; or 

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

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

23 (3) INVESTMENT COMPANY ACT OF 1940.— 

24 (A) MONEY PENALTIES IN ADMINISTRA25 TIVE ACTIONS.—Section 9(d)(2) of the InvestVerDate Sep 11 2014 02:32 Apr 27, 2017 Jkt 069200 PO 00000 Frm 00075 Fmt 6652 Sfmt 6201 E:\BILLS\H10.IH H10

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

2 9(d)(2)) is amended— 

3 (i) in subparagraph (A)— 

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

6 (II) by striking ‘‘$50,000’’ and 

7 inserting ‘‘$100,000’’; 

8 (ii) in subparagraph (B)— 

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

11 (II) by striking ‘‘$250,000’’ and 

12 inserting ‘‘$500,000’’; and 

13 (iii) by striking subparagraph (C) and 

14 inserting the following: 

15 ‘‘(C) THIRD TIER.— 

16 ‘‘(i) IN GENERAL.—Notwithstanding 

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

18 penalty for each such act or omission shall 

19 not exceed the amount specified in clause 

20 (ii) if— 

21 ‘‘(I) the act or omission described 

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

24 reckless disregard of a regulatory re25 quirement; and 


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

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

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

10 (i) is the greatest of— 

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

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

15 pecuniary gain to the person who 

16 committed the act or omission; or 

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

19 act or omission.’’. 

20 (B) MONEY PENALTIES IN CIVIL AC21 TIONS.—Section 42(e)(2) of the Investment 

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

23 41(e)(2)) is amended— 

24 (i) in subparagraph (A)— 


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

3 (II) by striking ‘‘$50,000’’ and 

4 inserting ‘‘$100,000’’; 

5 (ii) in subparagraph (B)— 

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

8 (II) by striking ‘‘$250,000’’ and 

9 inserting ‘‘$500,000’’; and 

10 (iii) by striking subparagraph (C) and 

11 inserting the following: 

12 ‘‘(C) THIRD TIER.— 

13 ‘‘(i) IN GENERAL.—Notwithstanding 

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

15 penalty for each such violation shall not 

16 exceed the amount specified in clause (ii) 

17 if— 

18 ‘‘(I) the violation described in 

19 paragraph (1) involved fraud, deceit, 

20 manipulation, or deliberate or reckless 

21 disregard of a regulatory requirement; 

22 and 

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


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

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

5 (i) is the greatest of— 

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

9 ‘‘(II) 3 times the gross amount of 

10 pecuniary gain to such defendant as a 

11 result of the violation; or 

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

14 violation.’’. 

15 (4) INVESTMENT ADVISERS ACT OF 1940.— 

16 (A) MONEY PENALTIES IN ADMINISTRA17 TIVE ACTIONS.—Section 203(i)(2) of the Invest18 ment Advisers Act of 1940 (15 U.S.C. 80b– 

19 3(i)(2)) is amended— 

20 (i) in subparagraph (A)— 

21 (I) by striking ‘‘$5,000’’ and in22 serting ‘‘$10,000’’; and 

23 (II) by striking ‘‘$50,000’’ and 

24 inserting ‘‘$100,000’’; 

25 (ii) in subparagraph (B)— 


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

3 (II) by striking ‘‘$250,000’’ and 

4 inserting ‘‘$500,000’’; and 

5 (iii) by striking subparagraph (C) and 

6 inserting the following: 

7 ‘‘(C) THIRD TIER.— 

8 ‘‘(i) IN GENERAL.—Notwithstanding 

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

10 penalty for each such act or omission shall 

11 not exceed the amount specified in clause 

12 (ii) if— 

13 ‘‘(I) the act or omission described 

14 in paragraph (1) involved fraud, de15 ceit, manipulation, or deliberate or 

16 reckless disregard of a regulatory re17 quirement; and 

18 ‘‘(II) such act or omission di19 rectly or indirectly resulted in sub20 stantial losses or created a significant 

21 risk of substantial losses to other per22 sons or resulted in substantial pecu23 niary gain to the person who com24 mitted the act or omission. 


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1 ‘‘(ii) MAXIMUM AMOUNT OF PEN2 ALTY.—The amount referred to in clause 

3 (i) is the greatest of— 

4 ‘‘(I) $300,000 for a natural per5 son or $1,450,000 for any other per6 son; 

7 ‘‘(II) 3 times the gross amount of 

8 pecuniary gain to the person who 

9 committed the act or omission; or 

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

12 act or omission.’’. 

13 (B) MONEY PENALTIES IN CIVIL AC14 TIONS.—Section 209(e)(2) of the Investment 

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

16 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 

21 inserting ‘‘$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 

9 exceed the amount specified in clause (ii) 

10 if— 

11 ‘‘(I) the violation described in 

12 paragraph (1) involved fraud, deceit, 

13 manipulation, or deliberate or reckless 

14 disregard of a regulatory requirement; 

15 and 

16 ‘‘(II) such violation directly or in17 directly resulted in substantial losses 

18 or created a significant risk of sub19 stantial losses to other persons. 

20 ‘‘(ii) MAXIMUM AMOUNT OF PEN21 ALTY.—The amount referred to in clause 

22 (i) is the greatest of— 

23 ‘‘(I) $300,000 for a natural per24 son or $1,450,000 for any other per25 son; 


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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 

6 violation.’’. 

7 (b) PENALTIES FOR RECIDIVISTS.— 

8 (1) SECURITIES ACT OF 1933.— 

9 (A) MONEY PENALTIES IN ADMINISTRA10 TIVE ACTIONS.—Section 8A(g)(2) of the Securi11 ties Act of 1933 (15 U.S.C. 77h–1(g)(2)) is 

12 amended by adding at the end the following: 

13 ‘‘(D) FOURTH TIER.—Notwithstanding 

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

15 amount of penalty for each such act or omission 

16 shall be 3 times the otherwise applicable 

17 amount in such subparagraphs if, within the 5- 

18 year period preceding such act or omission, the 

19 person who committed the act or omission was 

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

22 monetary, equitable, or administrative relief in 

23 any Commission action alleging fraud by that 

24 person.’’. 


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

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

4 adding at the end the following: 

5 ‘‘(D) FOURTH TIER.—Notwithstanding 

6 subparagraphs (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 (2) SECURITIES EXCHANGE ACT OF 1934.— 

17 (A) MONEY PENALTIES IN CIVIL AC18 TIONS.—Section 21(d)(3)(B) of the Securities 

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

20 78u(d)(3)(B)) is amended by adding at the end 

21 the following: 

22 ‘‘(iv) FOURTH TIER.—Notwith23 standing clauses (i), (ii), and (iii), the 

24 maximum amount of penalty for each such 

25 violation shall be 3 times the otherwise apVerDate Sep 11 2014 02:32 Apr 27, 2017 Jkt 069200 PO 00000 Frm 00084 Fmt 6652 Sfmt 6201 E:\BILLS\H10.IH H10

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1 plicable amount in such clauses if, within 

2 the 5-year period preceding such violation, 

3 the defendant was criminally convicted for 

4 securities fraud or became subject to a 

5 judgment or order imposing monetary, eq6 uitable, or administrative relief in any 

7 Commission action alleging fraud by that 

8 defendant.’’. 

9 (B) MONEY PENALTIES IN ADMINISTRA10 TIVE ACTIONS.—Section 21B(b) of the Securi11 ties Exchange Act of 1934 (15 U.S.C. 78u– 

12 2(b)) is amended by adding at the end the fol13 lowing: 

14 ‘‘(4) FOURTH TIER.—Notwithstanding para15 graphs (1), (2), and (3), the maximum amount of 

16 penalty for each such act or omission shall be 3 

17 times the otherwise applicable amount in such para18 graphs if, within the 5-year period preceding such 

19 act or omission, the person who committed the act 

20 or omission was criminally convicted for securities 

21 fraud or became subject to a judgment or order im22 posing monetary, equitable, or administrative relief 

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

25 (3) INVESTMENT COMPANY ACT OF 1940.— 


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1 (A) MONEY PENALTIES IN ADMINISTRA2 TIVE ACTIONS.—Section 9(d)(2) of the Invest3 ment Company Act of 1940 (15 U.S.C. 80a– 

4 9(d)(2)) is amended by adding at the end the 

5 following: 

6 ‘‘(D) FOURTH TIER.—Notwithstanding 

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

8 amount of penalty for each such act or omission 

9 shall be 3 times the otherwise applicable 

10 amount in such subparagraphs if, within the 5- 

11 year period preceding such act or omission, the 

12 person who committed the act or omission was 

13 criminally convicted for securities fraud or be14 came subject to a judgment or order imposing 

15 monetary, equitable, or administrative relief in 

16 any Commission action alleging fraud by that 

17 person.’’. 

18 (B) MONEY PENALTIES IN CIVIL AC19 TIONS.—Section 42(e)(2) of the Investment 

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

21 41(e)(2)) is amended by adding at the end the 

22 following: 

23 ‘‘(D) FOURTH TIER.—Notwithstanding 

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

25 amount of penalty for each such violation shall 


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1 be 3 times the otherwise applicable amount in 

2 such subparagraphs if, within the 5-year period 

3 preceding such violation, the defendant was 

4 criminally convicted for securities fraud or be5 came subject to a judgment or order imposing 

6 monetary, equitable, or administrative relief in 

7 any Commission action alleging fraud by that 

8 defendant.’’. 

9 (4) INVESTMENT ADVISERS ACT OF 1940.— 

10 (A) MONEY PENALTIES IN ADMINISTRA11 TIVE ACTIONS.—Section 203(i)(2) of the Invest12 ment Advisers Act of 1940 (15 U.S.C. 80b– 

13 3(i)(2)) is amended by adding at the end the 

14 following: 

15 ‘‘(D) FOURTH TIER.—Notwithstanding 

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

17 amount of penalty for each such act or omission 

18 shall be 3 times the otherwise applicable 

19 amount in such subparagraphs if, within the 5- 

20 year period preceding such act or omission, the 

21 person who committed the act or omission was 

22 criminally convicted for securities fraud or be23 came subject to a judgment or order imposing 

24 monetary, equitable, or administrative relief in 


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1 any Commission action alleging fraud by that 

2 person.’’. 

3 (B) MONEY PENALTIES IN CIVIL AC4 TIONS.—Section 209(e)(2) of the Investment 

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

6 is amended by adding at the end the following: 

7 ‘‘(D) FOURTH TIER.—Notwithstanding 

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

9 amount of penalty for each such violation shall 

10 be 3 times the otherwise applicable amount in 

11 such subparagraphs if, within the 5-year period 

12 preceding such violation, the defendant was 

13 criminally convicted for securities fraud or be14 came subject to a judgment or order imposing 

15 monetary, equitable, or administrative relief in 

16 any Commission action alleging fraud by that 

17 defendant.’’. 

18 (c) VIOLATIONS OF INJUNCTIONS AND BARS.— 

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

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

21 amended— 

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

23 ‘‘the rules or regulations thereunder,’’ the fol24 lowing: ‘‘a Federal court injunction or a bar obVerDate Sep 11 2014 02:32 Apr 27, 2017 Jkt 069200 PO 00000 Frm 00088 Fmt 6652 Sfmt 6201 E:\BILLS\H10.IH H10

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1 tained or entered by the Commission under this 

2 title,’’; and 

3 (B) by striking paragraph (4) and insert4 ing the following: 

5 ‘‘(4) SPECIAL PROVISIONS RELATING TO A VIO6 LATION OF AN INJUNCTION OR CERTAIN ORDERS.— 

7 ‘‘(A) IN GENERAL.—Each separate viola8 tion of an injunction or order described in sub9 paragraph (B) shall be a separate offense, ex10 cept that in the case of a violation through a 

11 continuing failure to comply with such injunc12 tion or order, each day of the failure to comply 

13 with the injunction or order shall be deemed a 

14 separate offense. 

15 ‘‘(B) INJUNCTIONS AND ORDERS.—Sub16 paragraph (A) shall apply with respect to any 

17 action to enforce— 

18 ‘‘(i) a Federal court injunction ob19 tained pursuant to this title; 

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

21 the Commission pursuant to this title that 

22 bars, suspends, places limitations on the 

23 activities or functions of, or prohibits the 

24 activities of, a person; or 


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

2 by the Commission pursuant to section 

3 8A.’’. 

4 (2) SECURITIES EXCHANGE ACT OF 1934.—Sec5 tion 21(d)(3) of the Securities Exchange Act of 

6 1934 (15 U.S.C. 78u(d)(3)) is amended— 

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

8 ‘‘the rules or regulations thereunder,’’ the fol9 lowing: ‘‘a Federal court injunction or a bar ob10 tained or entered by the Commission under this 

11 title,’’; and 

12 (B) by striking subparagraph (D) and in13 serting the following: 

14 ‘‘(D) SPECIAL PROVISIONS RELATING TO A VIO15 LATION OF AN INJUNCTION OR CERTAIN ORDERS.— 

16 ‘‘(i) IN GENERAL.—Each separate violation 

17 of an injunction or order described in clause (ii) 

18 shall be a separate offense, except that in the 

19 case of a violation through a continuing failure 

20 to comply with such injunction or order, each 

21 day of the failure to comply with the injunction 

22 or order shall be deemed a separate offense. 

23 ‘‘(ii) INJUNCTIONS AND ORDERS.—Clause 

24 (i) shall apply with respect to an action to en25 force— 


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1 ‘‘(I) a Federal court injunction ob2 tained pursuant to this title; 

3 ‘‘(II) an order entered or obtained by 

4 the Commission pursuant to this title that 

5 bars, suspends, places limitations on the 

6 activities or functions of, or prohibits the 

7 activities of, a person; or 

8 ‘‘(III) a cease-and-desist order entered 

9 by the Commission pursuant to section 

10 21C.’’. 

11 (3) INVESTMENT COMPANY ACT OF 1940.—Sec12 tion 42(e) of the Investment Company Act of 1940 

13 (15 U.S.C. 80a–41(e)) is amended— 

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

15 ‘‘the rules or regulations thereunder,’’ the fol16 lowing: ‘‘a Federal court injunction or a bar ob17 tained or entered by the Commission under this 

18 title,’’; and 

19 (B) by striking paragraph (4) and insert20 ing the following: 

21 ‘‘(4) SPECIAL PROVISIONS RELATING TO A VIO22 LATION OF AN INJUNCTION OR CERTAIN ORDERS.— 

23 ‘‘(A) IN GENERAL.—Each separate viola24 tion of an injunction or order described in sub25 paragraph (B) shall be a separate offense, exVerDate Sep 11 2014 02:32 Apr 27, 2017 Jkt 069200 PO 00000 Frm 00091 Fmt 6652 Sfmt 6201 E:\BILLS\H10.IH H10

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1 cept that in the case of a violation through a 

2 continuing failure to comply with such injunc3 tion or order, each day of the failure to comply 

4 with the injunction or order shall be deemed a 

5 separate offense. 

6 ‘‘(B) INJUNCTIONS AND ORDERS.—Sub7 paragraph (A) shall apply with respect to any 

8 action to enforce— 

9 ‘‘(i) a Federal court injunction ob10 tained pursuant to this title; 

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

12 the Commission pursuant to this title that 

13 bars, suspends, places limitations on the 

14 activities or functions of, or prohibits the 

15 activities of, a person; or 

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

17 by the Commission pursuant to section 

18 9(f).’’. 

19 (4) INVESTMENT ADVISERS ACT OF 1940.—Sec20 tion 209(e) of the Investment Advisers Act of 1940 

21 (15 U.S.C. 80b–9(e)) is amended— 

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

23 ‘‘the rules or regulations thereunder,’’ the fol24 lowing: ‘‘a Federal court injunction or a bar obVerDate Sep 11 2014 02:32 Apr 27, 2017 Jkt 069200 PO 00000 Frm 00092 Fmt 6652 Sfmt 6201 E:\BILLS\H10.IH H10

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1 tained or entered by the Commission under this 

2 title,’’; and 

3 (B) by striking paragraph (4) and insert4 ing the following: 

5 ‘‘(4) SPECIAL PROVISIONS RELATING TO A VIO6 LATION OF AN INJUNCTION OR CERTAIN ORDERS.— 

7 ‘‘(A) IN GENERAL.—Each separate viola8 tion of an injunction or order described in sub9 paragraph (B) shall be a separate offense, ex10 cept that in the case of a violation through a 

11 continuing failure to comply with such injunc12 tion or order, each day of the failure to comply 

13 with the injunction or order shall be deemed a 

14 separate offense. 

15 ‘‘(B) INJUNCTIONS AND ORDERS.—Sub16 paragraph (A) shall apply with respect to any 

17 action to enforce— 

18 ‘‘(i) a Federal court injunction ob19 tained pursuant to this title; 

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

21 the Commission pursuant to this title that 

22 bars, suspends, places limitations on the 

23 activities or functions of, or prohibits the 

24 activities of, a person; or 


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

2 by the Commission pursuant to section 

3 203(k).’’. 

4 (d) EFFECTIVE DATE.—The amendments made by 

5 this section shall apply with respect to conduct that occurs 

6 after the date of the enactment of this Act. 

7 SEC. 212. UPDATED CIVIL MONEY PENALTIES OF PUBLIC 

8 COMPANY ACCOUNTING OVERSIGHT BOARD. 

9 (a) IN GENERAL.—Section 105(c)(4)(D) of the Sar10 banes-Oxley Act of 2002 (15 U.S.C. 7215(c)(4)(D)) is 

11 amended— 

12 (1) in clause (i)— 

13 (A) by striking ‘‘$100,000’’ and inserting 

14 ‘‘$200,000’’; and 

15 (B) by striking ‘‘$2,000,000’’ and insert16 ing ‘‘$4,000,000’’; and 

17 (2) in clause (ii)— 

18 (A) by striking ‘‘$750,000’’ and inserting 

19 ‘‘$1,500,000’’; and 

20 (B) by striking ‘‘$15,000,000’’ and insert21 ing ‘‘$22,000,000’’. 

22 (b) EFFECTIVE DATE.—The amendments made by 

23 this section shall apply with respect to conduct that occurs 

24 after the date of the enactment of this Act. 


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1 SEC. 213. UPDATED CIVIL MONEY PENALTY FOR CONTROL2 LING PERSONS IN CONNECTION WITH IN3 SIDER TRADING. 

4 (a) IN GENERAL.—Section 21A(a)(3) of the Securi5 ties Exchange Act of 1934 (15 U.S.C. 78u–1(a)(3)) is 

6 amended by striking ‘‘$1,000,000’’ and inserting 

7 ‘‘$2,500,000’’. 

8 (b) EFFECTIVE DATE.—The amendment made by 

9 this section shall apply with respect to conduct that occurs 

10 after the date of the enactment of this Act. 

11 SEC. 214. UPDATE OF CERTAIN OTHER PENALTIES. 

12 (a) IN GENERAL.—Section 32 of the Securities Ex13 change Act of 1934 (15 U.S.C. 78ff) is amended— 

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

15 and inserting ‘‘$7,000,000’’; and 

16 (2) in subsection (c)— 

17 (A) in paragraph (1)— 

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

19 ‘‘$2,000,000’’ and inserting ‘‘$4,000,000’’; 

20 and 

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

22 ‘‘$10,000’’ and inserting ‘‘$50,000’’; and 

23 (B) in paragraph (2)— 

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

25 ‘‘$100,000’’ and inserting ‘‘$250,000’’; 

26 and 


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

2 ‘‘$10,000’’ and inserting ‘‘$50,000’’. 

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

4 this section shall apply with respect to conduct that occurs 

5 after the date of the enactment of this Act. 

6 SEC. 215. MONETARY SANCTIONS TO BE USED FOR THE RE7 LIEF OF VICTIMS. 

8 (a) IN GENERAL.—Section 308(a) of the Sarbanes9 Oxley Act of 2002 (15 U.S.C. 7246(a)) is amended to read 

10 as follows: 

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

12 RELIEF OF VICTIMS.— 

13 ‘‘(1) IN GENERAL.—If, in any judicial or ad14 ministrative action brought by the Commission 

15 under the securities laws, the Commission obtains a 

16 monetary sanction (as defined in section 21F(a) of 

17 the Securities Exchange Act of 1934) against any 

18 person for a violation of such laws, or such person 

19 agrees, in settlement of any such action, to such 

20 monetary sanction, the amount of such monetary 

21 sanction shall, on the motion or at the direction of 

22 the Commission, be added to and become part of a 

23 disgorgement fund or other fund established for the 

24 benefit of the victims of such violation. 


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1 ‘‘(2) DEFINITION OF VICTIM.—In this sub2 section, the term ‘victim’ has the meaning given the 

3 term ‘crime victim’ in section 3771(e) of title 18, 

4 United States Code.’’. 

5 (b) MONETARY SANCTION DEFINED.—Section 

6 21F(a)(4)(A) of the Securities Exchange Act of 1934 (15 

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

8 and inserting ‘‘required’’. 

9 (c) EFFECTIVE DATE.—The amendments made by 

10 this section apply with respect to any monetary sanction 

11 ordered or required to be paid before or after the date 

12 of enactment of this Act. 

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

14 AUTHORITY BY COMMISSION. 

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

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

17 of the United States shall submit to the Committee on 

18 Financial Services of the House of Representatives and 

19 the Committee on Banking, Housing, and Urban Affairs 

20 of the Senate a report on the use by the Commission of 

21 the authority to impose or obtain civil money penalties for 

22 violations of the securities laws during the period begin23 ning on June 1, 2010, and ending on the date of the en24 actment of this Act. 


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

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

3 shall include the following: 

4 (1) The types of violations for which civil 

5 money penalties were imposed or obtained. 

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

7 penalties were imposed or from whom such penalties 

8 were obtained. 

9 (3) The number and dollar amount of civil 

10 money penalties imposed or obtained, disaggregated 

11 as follows: 

12 (A) Penalties imposed in administrative ac13 tions and penalties obtained in judicial actions. 

14 (B) Penalties imposed on or obtained from 

15 issuers (individual and aggregate filers) and 

16 penalties imposed on or obtained from other 

17 persons. 

18 (C) Penalties permitted to be retained for 

19 use by the Commission and penalties deposited 

20 in the general fund of the Treasury of the 

21 United States. 

22 (4) For penalties imposed on or obtained from 

23 issuers: 

24 (A) Whether the violations involved re25 sulted in direct economic benefit to the issuers. 


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1 (B) The impact of the penalties on the 

2 shareholders of the issuers. 

3 (c) DEFINITIONS.—In this section, the terms ‘‘Com4 mission’’, ‘‘issuer’’, and ‘‘securities laws’’ have the mean5 ings given such terms in section 3(a) of the Securities Ex6 change Act of 1934 (15 U.S.C. 78c(a)). 

7 Subtitle B—FIRREA Penalties 

8 Modernization 

9 SEC. 221. INCREASE OF CIVIL AND CRIMINAL PENALTIES 

10 ORIGINALLY ESTABLISHED IN THE FINAN11 CIAL INSTITUTIONS REFORM, RECOVERY, 

12 AND ENFORCEMENT ACT OF 1989. 

13 (a) AMENDMENTS TO FIRREA.—Section 951(b) of 

14 the Financial Institutions Reform, Recovery, and Enforce15 ment Act of 1989 (12 U.S.C. 1833a(b)) is amended— 

16 (1) in paragraph (1), by striking ‘‘$1,000,000’’ 

17 and inserting ‘‘$1,500,000’’; and 

18 (2) in paragraph (2), by striking ‘‘$1,000,000 

19 per day or $5,000,000’’ and inserting ‘‘$1,500,000 

20 per day or $7,500,000’’. 

21 (b) AMENDMENTS TO THE HOME OWNERS’ LOAN

22 ACT.—The Home Owners’ Loan Act (12 U.S.C. 1461 et 

23 seq.) is amended— 

24 (1) in section 5(v)(6), by striking ‘‘$1,000,000’’ 

25 and inserting ‘‘$1,500,000’’; and 


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1 (2) in section 10— 

2 (A) in subsection (r)(3), by striking 

3 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and 

4 (B) in subsection (i)(1)(B), by striking 

5 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’. 

6 (c) AMENDMENTS TO THE FEDERAL DEPOSIT IN7 SURANCE ACT.—The Federal Deposit Insurance Act (12 

8 U.S.C. 1811 et seq.) is amended— 

9 (1) in section 7— 

10 (A) in subsection (a)(1), by striking 

11 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and 

12 (B) in subsection (j)(16)(D), by striking 

13 ‘‘$1,000,000’’ each place such term appears 

14 and inserting ‘‘$1,500,000’’; 

15 (2) in section 8— 

16 (A) in subsection (i)(2)(D), by striking 

17 ‘‘$1,000,000’’ each place such term appears 

18 and inserting ‘‘$1,500,000’’; and 

19 (B) in subsection (j), by striking 

20 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and 

21 (3) in section 19(b), by striking ‘‘$1,000,000’’ 

22 and inserting ‘‘$1,500,000’’. 

23 (d) AMENDMENTS TO THE FEDERAL CREDIT UNION

24 ACT.—The Federal Credit Union Act (12 U.S.C. 1751 et 

25 seq.) is amended— 


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1 (1) in section 202(a)(3), by striking 

2 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; 

3 (2) in section 205(d)(3), by striking 

4 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and 

5 (3) in section 206— 

6 (A) in subsection (k)(2)(D), by striking 

7 ‘‘$1,000,000’’ each place such term appears 

8 and inserting ‘‘$1,500,000’’; and 

9 (B) in subsection (l), by striking 

10 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’. 

11 (e) AMENDMENTS TO THE REVISED STATUTES OF

12 THE UNITED STATES.—Title LXII of the Revised Stat13 utes of the United States is amended— 

14 (1) in section 5213(c), by striking 

15 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and 

16 (2) in section 5239(b)(4), by striking 

17 ‘‘$1,000,000’’ each place such term appears and in18 serting ‘‘$1,500,000’’. 

19 (f) AMENDMENTS TO THE FEDERAL RESERVE

20 ACT.—The Federal Reserve Act (12 U.S.C. 221 et seq.) 

21 is amended— 

22 (1) in the 6th undesignated paragraph of sec23 tion 9, by striking ‘‘$1,000,000’’ and inserting 

24 ‘‘$1,500,000’’; 


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1 (2) in section 19(l)(4), by striking 

2 ‘‘$1,000,000’’ each place such term appears and in3 serting ‘‘$1,500,000’’; and 

4 (3) in section 29(d), by striking ‘‘$1,000,000’’ 

5 each place such term appears and inserting 

6 ‘‘$1,500,000’’. 

7 (g) AMENDMENTS TO THE BANK HOLDING COMPANY

8 ACT AMENDMENTS OF 1970.—Section 106(b)(2)(F)(iv) of 

9 the Bank Holding Company Act Amendments of 1970 (12 

10 U.S.C. 1978(b)(2)(F)(iv)) is amended by striking 

11 ‘‘$1,000,000’’ each place such term appears and inserting 

12 ‘‘$1,500,000’’. 

13 (h) AMENDMENTS TO THE BANK HOLDING COMPANY

14 ACT OF 1956.—Section 8 of the Bank Holding Company 

15 Act of 1956 (12 U.S.C. 1847) is amended— 

16 (1) in subsection (a)(2), by striking 

17 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and 

18 (2) in subsection (d)(3), by striking 

19 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’. 

20 (i) AMENDMENTS TO TITLE 18, UNITED STATES

21 CODE.—Title 18, United States Code, is amended— 

22 (1) in section 215(a) of chapter 11, by striking 

23 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; 

24 (2) in chapter 31— 


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1 (A) in section 656, by striking 

2 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and 

3 (B) in section 657, by striking 

4 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; 

5 (3) in chapter 47— 

6 (A) in section 1005, by striking 

7 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; 

8 (B) in section 1006, by striking 

9 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; 

10 (C) in section 1007, by striking 

11 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and 

12 (D) in section 1014, by striking 

13 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and 

14 (4) in chapter 63— 

15 (A) in section 1341, by striking 

16 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; 

17 (B) in section 1343, by striking 

18 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and 

19 (C) in section 1344, by striking 

20 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’. 


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1 TITLE III—DEMANDING AC2 COUNTABILITY FROM FINAN3 CIAL REGULATORS AND DE4 VOLVING POWER AWAY FROM 

5 WASHINGTON 

6 Subtitle A—Cost-Benefit Analyses 

7 SEC. 311. DEFINITIONS. 

8 As used in this subtitle— 

9 (1) the term ‘‘agency’’ means the Board of Gov10 ernors of the Federal Reserve System, the Consumer 

11 Law Enforcement Agency, the Commodity Futures 

12 Trading Commission, the Federal Deposit Insurance 

13 Corporation, the Federal Housing Finance Agency, 

14 the Office of the Comptroller of the Currency, the 

15 National Credit Union Administration, and the Se16 curities and Exchange Commission; 

17 (2) the term ‘‘chief economist’’ means— 

18 (A) with respect to the Board of Governors 

19 of the Federal Reserve System, the Director of 

20 the Division of Research and Statistics, or an 

21 employee of the agency with comparable author22 ity; 

23 (B) with respect to the Consumer Law En24 forcement Agency, the Head of the Office of 


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1 Economic Analysis, or an employee of the agen2 cy with comparable authority; 

3 (C) with respect to the Commodity Fu4 tures Trading Commission, the Chief Econo5 mist, or an employee of the agency with com6 parable authority; 

7 (D) with respect to the Federal Deposit 

8 Insurance Corporation, the Director of the Divi9 sion of Insurance and Research, or an employee 

10 of the agency with comparable authority; 

11 (E) with respect to the Federal Housing 

12 Finance Agency, the Chief Economist, or an 

13 employee of the agency with comparable author14 ity; 

15 (F) with respect to the Office of the Comp16 troller of the Currency, the Director for Policy 

17 Analysis, or an employee of the agency with 

18 comparable authority; 

19 (G) with respect to the National Credit 

20 Union Administration, the Chief Economist, or 

21 an employee of the agency with comparable au22 thority; and 

23 (H) with respect to the Securities and Ex24 change Commission, the Director of the DiviVerDate Sep 11 2014 02:32 Apr 27, 2017 Jkt 069200 PO 00000 Frm 00105 Fmt 6652 Sfmt 6201 E:\BILLS\H10.IH H10

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1 sion of Economic and Risk Analysis, or an em2 ployee of the agency with comparable authority; 

3 (3) the term ‘‘Council’’ means the Chief Econo4 mists Council established under section 318; and 

5 (4) the term ‘‘regulation’’— 

6 (A) means an agency statement of general 

7 applicability and future effect that is designed 

8 to implement, interpret, or prescribe law or pol9 icy or to describe the procedure or practice re10 quirements of an agency, including rules, orders 

11 of general applicability, interpretive releases, 

12 and other statements of general applicability 

13 that the agency intends to have the force and 

14 effect of law; and 

15 (B) does not include— 

16 (i) a regulation issued in accordance 

17 with the formal rulemaking provisions of 

18 section 556 or 557 of title 5, United States 

19 Code; 

20 (ii) a regulation that is limited to 

21 agency organization, management, or per22 sonnel matters; 

23 (iii) a regulation promulgated pursu24 ant to statutory authority that expressly 

25 prohibits compliance with this provision; 


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1 (iv) a regulation that is certified by 

2 the agency to be an emergency action, if 

3 such certification is published in the Fed4 eral Register; 

5 (v) a regulation that is promulgated 

6 by the Board of Governors of the Federal 

7 Reserve System or the Federal Open Mar8 ket Committee under section 10A, 10B, 

9 13, 13A, or 19 of the Federal Reserve Act, 

10 or any of subsections (a) through (f) of 

11 section 14 of that Act; or 

12 (vi) a regulation filed with the Com13 mission by the Public Company Accounting 

14 Oversight Board, the Municipal Securities 

15 Rulemaking Board, or any national securi16 ties association registered under section 

17 15A of the Securities Exchange Act of 

18 1934 (15 U.S.C. 78o–4(a)) for which the 

19 board or association has itself conducted 

20 the cost-benefit analysis and otherwise 

21 complied with the requirements of section 

22 312. 

23 SEC. 312. REQUIRED REGULATORY ANALYSIS. 

24 (a) REQUIREMENTS FOR NOTICES OF PROPOSED

25 RULEMAKING.—An agency may not issue a notice of proVerDate Sep 11 2014 02:32 Apr 27, 2017 Jkt 069200 PO 00000 Frm 00107 Fmt 6652 Sfmt 6201 E:\BILLS\H10.IH H10

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1 posed rulemaking unless the agency includes in the notice 

2 of proposed rulemaking an analysis that contains, at a 

3 minimum, with respect to each regulation that is being 

4 proposed— 

5 (1) an identification of the need for the regula6 tion and the regulatory objective, including identi7 fication of the nature and significance of the market 

8 failure, regulatory failure, or other problem that ne9 cessitates the regulation; 

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

11 State, local, or tribal authorities cannot adequately 

12 address the identified market failure or other prob13 lem; 

14 (3) an analysis of the adverse impacts to regu15 lated entities, other market participants, economic 

16 activity, or agency effectiveness that are engendered 

17 by the regulation and the magnitude of such adverse 

18 impacts; 

19 (4) a quantitative and qualitative assessment of 

20 all anticipated direct and indirect costs and benefits 

21 of the regulation (as compared to a benchmark that 

22 assumes the absence of the regulation), including— 

23 (A) compliance costs; 

24 (B) effects on economic activity, net job 

25 creation (excluding jobs related to ensuring 


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1 compliance with the regulation), efficiency, com2 petition, and capital formation; 

3 (C) regulatory administrative costs; and 

4 (D) costs imposed by the regulation on 

5 State, local, or tribal governments or other reg6 ulatory authorities; 

7 (5) if quantified benefits do not outweigh quan8 titative costs, a justification for the regulation; 

9 (6) an identification and assessment of all avail10 able alternatives to the regulation, including modi11 fication of an existing regulation or statute, together 

12 with— 

13 (A) an explanation of why the regulation 

14 meets the objectives of the regulation more ef15 fectively than the alternatives, and if the agency 

16 is proposing multiple alternatives, an expla17 nation of why a notice of proposed rulemaking, 

18 rather than an advanced notice of proposed 

19 rulemaking, is appropriate; and 

20 (B) if the regulation is not a pilot pro21 gram, an explanation of why a pilot program is 

22 not appropriate; 

23 (7) if the regulation specifies the behavior or 

24 manner of compliance, an explanation of why the 


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1 agency did not instead specify performance objec2 tives; 

3 (8) an assessment of how the burden imposed 

4 by the regulation will be distributed among market 

5 participants, including whether consumers, investors, 

6 small businesses, or independent financial firms and 

7 advisors will be disproportionately burdened; 

8 (9) an assessment of the extent to which the 

9 regulation is inconsistent, incompatible, or duplica10 tive with the existing regulations of the agency or 

11 those of other domestic and international regulatory 

12 authorities with overlapping jurisdiction; 

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

14 other data relied upon in preparing the analysis; 

15 (11) an assessment of the degree to which the 

16 key assumptions underlying the analysis are subject 

17 to uncertainty; and 

18 (12) an explanation of predicted changes in 

19 market structure and infrastructure and in behavior 

20 by market participants, including consumers and in21 vestors, assuming that they will pursue their eco22 nomic interests. 

23 (b) REQUIREMENTS FOR NOTICES OF FINAL RULE24 MAKING.— 


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1 (1) IN GENERAL.—Notwithstanding any other 

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

3 of final rulemaking with respect to a regulation un4 less the agency— 

5 (A) has issued a notice of proposed rule6 making for the relevant regulation; 

7 (B) has conducted and includes in the no8 tice of final rulemaking an analysis that con9 tains, at a minimum, the elements required 

10 under subsection (a); and 

11 (C) includes in the notice of final rule12 making regulatory impact metrics selected by 

13 the chief economist to be used in preparing the 

14 report required pursuant to section 315. 

15 (2) CONSIDERATION OF COMMENTS.—The 

16 agency shall incorporate in the elements described in 

17 paragraph (1)(B) the data and analyses provided to 

18 the agency by commenters during the comment pe19 riod, or explain why the data or analyses are not 

20 being incorporated. 

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

22 publish a notice of final rulemaking with respect to 

23 a regulation, unless the agency— 

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

25 date of publication in the Federal Register of 


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1 the notice of proposed rulemaking for the sub2 mission of public comments; or 

3 (B) includes in the notice of final rule4 making an explanation of why the agency was 

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

6 (4) PROHIBITED RULES.— 

7 (A) IN GENERAL.—An agency may not 

8 publish a notice of final rulemaking if the agen9 cy, in its analysis under paragraph (1)(B), de10 termines that the quantified costs are greater 

11 than the quantified benefits under subsection 

12 (a)(5). 

13 (B) PUBLICATION OF ANALYSIS.—If the 

14 agency is precluded by subparagraph (A) from 

15 publishing a notice of final rulemaking, the 

16 agency shall publish in the Federal Register 

17 and on the public website of the agency its 

18 analysis under paragraph (1)(B), and provide 

19 the analysis to each House of Congress. 

20 (C) CONGRESSIONAL WAIVER.—If the 

21 agency is precluded by subparagraph (A) from 

22 publishing a notice of final rulemaking, Con23 gress, by joint resolution pursuant to the proce24 dures set forth for joint resolutions in section 

25 802 of title 5, United States Code, may direct 


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1 the agency to publish a notice of final rule2 making notwithstanding the prohibition con3 tained in subparagraph (A). In applying section 

4 802 of title 5, United States Code, for purposes 

5 of this paragraph, section 802(e)(2) shall not 

6 apply and the terms— 

7 (i) ‘‘joint resolution’’ or ‘‘joint resolu8 tion described in subsection (a)’’ means 

9 only a joint resolution introduced during 

10 the period beginning on the submission or 

11 publication date and ending 60 days there12 after (excluding days either House of Con13 gress is adjourned for more than 3 days 

14 during a session of Congress), the matter 

15 after the resolving clause of which is as fol16 lows: ‘‘That Congress directs, notwith17 standing the prohibition contained in sec18 tion 312(b)(4)(A) of the Financial 

19 CHOICE Act of 2017, the ll to publish 

20 the notice of final rulemaking for the regu21 lation or regulations that were the subject 

22 of the analysis submitted by the ll to 

23 Congress on ll.’’ (The blank spaces 

24 being appropriately filled in.); and 


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1 (ii) ‘‘submission or publication date’’ 

2 means— 

3 (I) the date on which the analysis 

4 under paragraph (1)(B) is submitted 

5 to Congress under paragraph (4)(B); 

6 or 

7 (II) if the analysis is submitted 

8 to Congress less than 60 session days 

9 or 60 legislative days before the date 

10 on which the Congress adjourns a ses11 sion of Congress, the date on which 

12 the same or succeeding Congress first 

13 convenes its next session. 

14 SEC. 313. RULE OF CONSTRUCTION. 

15 For purposes of the Paperwork Reduction Act (44 

16 U.S.C. 3501 et seq.), obtaining, causing to be obtained, 

17 or soliciting information for purposes of complying with 

18 section 312 with respect to a proposed rulemaking shall 

19 not be construed to be a collection of information, provided 

20 that the agency has first issued an advanced notice of pro21 posed rulemaking in connection with the regulation, iden22 tifies that advanced notice of proposed rulemaking in its 

23 solicitation of information, and informs the person from 

24 whom the information is obtained or solicited that the pro25 vision of information is voluntary. 


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1 SEC. 314. PUBLIC AVAILABILITY OF DATA AND REGU2 LATORY ANALYSIS. 

3 (a) IN GENERAL.—At or before the commencement 

4 of the public comment period with respect to a regulation, 

5 the agency shall make available on its public website suffi6 cient information about the data, methodologies, and as7 sumptions underlying the analyses performed pursuant to 

8 section 312 so that the analytical results of the agency 

9 are capable of being substantially reproduced, subject to 

10 an acceptable degree of imprecision or error. 

11 (b) CONFIDENTIALITY.—The agency shall comply 

12 with subsection (a) in a manner that preserves the con13 fidentiality of nonpublic information, including confiden14 tial trade secrets, confidential commercial or financial in15 formation, and confidential information about positions, 

16 transactions, or business practices. 

17 SEC. 315. FIVE-YEAR REGULATORY IMPACT ANALYSIS. 

18 (a) IN GENERAL.—Not later than 5 years after the 

19 date of publication in the Federal Register of a notice of 

20 final rulemaking, the chief economist of the agency shall 

21 issue a report that examines the economic impact of the 

22 subject regulation, including the direct and indirect costs 

23 and benefits of the regulation. 

24 (b) REGULATORY IMPACT METRICS.—In preparing 

25 the report required by subsection (a), the chief economist 

26 shall employ the regulatory impact metrics included in the 


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1 notice of final rulemaking pursuant to section 

2 312(b)(1)(C). 

3 (c) REPRODUCIBILITY.—The report shall include the 

4 data, methodologies, and assumptions underlying the eval5 uation so that the agency’s analytical results are capable 

6 of being substantially reproduced, subject to an acceptable 

7 degree of imprecision or error. 

8 (d) CONFIDENTIALITY.—The agency shall comply 

9 with subsection (c) in a manner that preserves the con10 fidentiality of nonpublic information, including confiden11 tial trade secrets, confidential commercial or financial in12 formation, and confidential information about positions, 

13 transactions, or business practices. 

14 (e) REPORT.—The agency shall submit the report re15 quired by subsection (a) to the Committee on Banking, 

16 Housing, and Urban Affairs of the Senate and the Com17 mittee on Financial Services of the House of Representa18 tives and post it on the public website of the agency. The 

19 Commodity Futures Trading Commission shall also sub20 mit its report to the Committee on Agriculture, Nutrition, 

21 and Forestry of the Senate and the Committee on Agri22 culture of the House of Representatives. 

23 SEC. 316. RETROSPECTIVE REVIEW OF EXISTING RULES. 

24 (a) REGULATORY IMPROVEMENT PLAN.—Not later 

25 than 1 year after the date of enactment of this Act and 


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1 every 5 years thereafter, each agency shall develop, submit 

2 to the Committee on Banking, Housing, and Urban Af3 fairs of the Senate and the Committee on Financial Serv4 ices of the House of Representatives, and post on the pub5 lic website of the agency a plan, consistent with law and 

6 its resources and regulatory priorities, under which the 

7 agency will modify, streamline, expand, or repeal existing 

8 regulations so as to make the regulatory program of the 

9 agency more effective or less burdensome in achieving the 

10 regulatory objectives. The Commodity Futures Trading 

11 Commission shall also submit its plan to the Committee 

12 on Agriculture, Nutrition, and Forestry of the Senate and 

13 the Committee on Agriculture of the House of Representa14 tives. 

15 (b) IMPLEMENTATION PROGRESS REPORT.—Two 

16 years after the date of submission of each plan required 

17 under subsection (a), each agency shall develop, submit 

18 to the Committee on Banking, Housing, and Urban Af19 fairs of the Senate and the Committee on Financial Serv20 ices of the House of Representatives, and post on the pub21 lic website of the agency a report of the steps that it has 

22 taken to implement the plan, steps that remain to be taken 

23 to implement the plan, and, if any parts of the plan will 

24 not be implemented, reasons for not implementing those 

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1 mission shall also submit its plan to the Committee on 

2 Agriculture, Nutrition, and Forestry of the Senate and the 

3 Committee on Agriculture of the House of Representa4 tives. 

5 SEC. 317. JUDICIAL REVIEW. 

6 (a) IN GENERAL.—Notwithstanding any other provi7 sion of law, during the period beginning on the date on 

8 which a notice of final rulemaking for a regulation is pub9 lished in the Federal Register and ending 1 year later, 

10 a person that is adversely affected or aggrieved by the reg11 ulation is entitled to bring an action in the United States 

12 Court of Appeals for the District of Columbia Circuit for 

13 judicial review of agency compliance with the requirements 

14 of section 312. 

15 (b) STAY.—The court may stay the effective date of 

16 the regulation or any provision thereof. 

17 (c) RELIEF.—If the court finds that an agency has 

18 not complied with the requirements of section 312, the 

19 court shall vacate the subject regulation, unless the agency 

20 shows by clear and convincing evidence that vacating the 

21 regulation would result in irreparable harm. Nothing in 

22 this section affects other limitations on judicial review or 

23 the power or duty of the court to dismiss any action or 

24 deny relief on any other appropriate legal or equitable 

25 ground. 


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1 SEC. 318. CHIEF ECONOMISTS COUNCIL. 

2 (a) ESTABLISHMENT.—There is established the Chief 

3 Economists Council. 

4 (b) MEMBERSHIP.—The Council shall consist of the 

5 chief economist of each agency. The members of the Coun6 cil shall select the first chairperson of the Council. There7 after the position of Chairperson shall rotate annually 

8 among the members of the Council. 

9 (c) MEETINGS.—The Council shall meet at the call 

10 of the Chairperson, but not less frequently than quarterly. 

11 (d) REPORT.—One year after the effective date of 

12 this Act and annually thereafter, the Council shall prepare 

13 and submit to the Committee on Banking, Housing, and 

14 Urban Affairs and the Committee on Agriculture, Nutri15 tion, and Forestry of the Senate and the Committee on 

16 Financial Services and the Committee on Agriculture of 

17 the House of Representatives a report on— 

18 (1) the benefits and costs of regulations adopt19 ed by the agencies during the past 12 months; 

20 (2) the regulatory actions planned by the agen21 cies for the upcoming 12 months; 

22 (3) the cumulative effect of the existing regula23 tions of the agencies on economic activity, innova24 tion, international competitiveness of entities regu25 lated by the agencies, and net job creation (excludVerDate Sep 11 2014 02:32 Apr 27, 2017 Jkt 069200 PO 00000 Frm 00119 Fmt 6652 Sfmt 6201 E:\BILLS\H10.IH H10

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1 ing jobs related to ensuring compliance with the reg2 ulation); 

3 (4) the training and qualifications of the per4 sons who prepared the cost-benefit analyses of each 

5 agency during the past 12 months; 

6 (5) the sufficiency of the resources available to 

7 the chief economists during the past 12 months for 

8 the conduct of the activities required by this subtitle; 

9 and 

10 (6) recommendations for legislative or regu11 latory action to enhance the efficiency and effective12 ness of financial regulation in the United States. 

13 SEC. 319. CONFORMING AMENDMENTS. 

14 Section 15(a) of the Commodity Exchange Act (7 

15 U.S.C. 19(a)) is amended— 

16 (1) by striking paragraph (1); 

17 (2) in paragraph (2), by striking ‘‘(2)’’ and all 

18 that follows through ‘‘light of—’’ and inserting the 

19 following: 

20 ‘‘(1) CONSIDERATIONS.—Before promulgating a 

21 regulation under this chapter or issuing an order 

22 (except as provided in paragraph (2)), the Commis23 sion shall take into consideration—’’; 

24 (3) in paragraph (1), as so redesignated— 


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1 (A) in subparagraph (B), by striking ‘‘fu2 tures’’ and inserting ‘‘the relevant’’; 

3 (B) in subparagraph (C), by adding ‘‘and’’ 

4 at the end; 

5 (C) in subparagraph (D), by striking ‘‘; 

6 and’’ and inserting a period; and 

7 (D) by striking subparagraph (E); and 

8 (4) by redesignating paragraph (3) as para9 graph (2). 

10 SEC. 320. OTHER REGULATORY ENTITIES. 

11 Not later than 1 year after the date of enactment 

12 of this Act, the Securities and Exchange Commission shall 

13 provide to the Committee on Banking, Housing, and 

14 Urban Affairs of the Senate and the Committee on Finan15 cial Services of the House of Representatives a report set16 ting forth a plan for subjecting the Public Company Ac17 counting Oversight Board, the Municipal Securities Rule18 making Board, and any national securities association reg19 istered under section 15A of the Securities Exchange Act 

20 of 1934 (15 U.S.C. 78o–4(a)) to the requirements of this 

21 subtitle, other than direct representation on the Council. 

22 SEC. 321. AVOIDANCE OF DUPLICATIVE OR UNNECESSARY 

23 ANALYSES. 

24 An agency may perform the analyses required by this 

25 subtitle in conjunction with, or as a part of, any other 


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1 agenda or analysis required by any other provision of law, 

2 if such other analysis satisfies the provisions of this sub3 title. 

4 Subtitle B—Congressional Review 

5 of Federal Financial Agency 

6 Rulemaking 

7 SEC. 331. CONGRESSIONAL REVIEW. 

8 (a)(1)(A) Before a rule may take effect, a Federal 

9 financial agency shall publish in the Federal Register a 

10 list of information on which the rule is based, including 

11 data, scientific and economic studies, and cost-benefit 

12 analyses, and identify how the public can access such in13 formation online, and shall submit to each House of the 

14 Congress and to the Comptroller General a report con15 taining— 

16 (i) a copy of the rule; 

17 (ii) a concise general statement relating to the 

18 rule; 

19 (iii) a classification of the rule as a major or 

20 nonmajor rule, including an explanation of the clas21 sification specifically addressing each criteria for a 

22 major rule contained within subparagraphs (A) 

23 through (C) of section 334(2); 

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1 vision or regulatory objective as well as the indi2 vidual and aggregate economic effects of those ac3 tions; and 

4 (v) the proposed effective date of the rule. 

5 (B) On the date of the submission of the report under 

6 subparagraph (A), the Federal financial agency shall sub7 mit to the Comptroller General and make available to each 

8 House of Congress— 

9 (i) a complete copy of the cost-benefit analysis 

10 of the rule, if any, including an analysis of any jobs 

11 added or lost, differentiating between public and pri12 vate sector jobs; 

13 (ii) the Federal financial agency’s actions pur14 suant to sections 603, 604, 605, 607, and 609 of 

15 title 5, United States Code; 

16 (iii) the Federal financial agency’s actions pur17 suant to sections 202, 203, 204, and 205 of the Un18 funded Mandates Reform Act of 1995; and 

19 (iv) any other relevant information or require20 ments under any other Act and any relevant Execu21 tive orders. 

22 (C) Upon receipt of a report submitted under sub23 paragraph (A), each House shall provide copies of the re24 port to the chairman and ranking member of each stand25 ing committee with jurisdiction under the rules of the 


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1 House of Representatives or the Senate to report a bill 

2 to amend the provision of law under which the rule is 

3 issued. 

4 (2)(A) The Comptroller General shall provide a re5 port on each major rule to the committees of jurisdiction 

6 by the end of 15 calendar days after the submission or 

7 publication date. The report of the Comptroller General 

8 shall include an assessment of the Federal financial agen9 cy’s compliance with procedural steps required by para10 graph (1)(B) and an assessment of whether the major rule 

11 imposes any new limits or mandates on private-sector ac12 tivity. 

13 (B) Federal financial agencies shall cooperate with 

14 the Comptroller General by providing information relevant 

15 to the Comptroller General’s report under subparagraph 

16 (A). 

17 (3) A major rule relating to a report submitted under 

18 paragraph (1) shall take effect upon enactment of a joint 

19 resolution of approval described in section 332 or as pro20 vided for in the rule following enactment of a joint resolu21 tion of approval described in section 332, whichever is 

22 later. 

23 (4) A nonmajor rule shall take effect as provided by 

24 section 333 after submission to Congress under paragraph 

25 (1). 


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1 (5) If a joint resolution of approval relating to a 

2 major rule is not enacted within the period provided in 

3 subsection (b)(2), then a joint resolution of approval relat4 ing to the same rule may not be considered under this 

5 subtitle in the same Congress by either the House of Rep6 resentatives or the Senate. 

7 (b)(1) A major rule shall not take effect unless the 

8 Congress enacts a joint resolution of approval described 

9 under section 332. 

10 (2) If a joint resolution described in subsection (a) 

11 is not enacted into law by the end of 70 session days or 

12 legislative days, as applicable, beginning on the date on 

13 which the report referred to in subsection (a)(1)(A) is re14 ceived by Congress (excluding days either House of Con15 gress is adjourned for more than 3 days during a session 

16 of Congress), then the rule described in that resolution 

17 shall be deemed not to be approved and such rule shall 

18 not take effect. 

19 (c)(1) Notwithstanding any other provision of this 

20 section (except subject to paragraph (3)), a major rule 

21 may take effect for one 90-calendar-day period if the 

22 President makes a determination under paragraph (2) and 

23 submits written notice of such determination to the Con24 gress. 


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1 (2) Paragraph (1) applies to a determination made 

2 by the President by Executive order that the major rule 

3 should take effect because such rule is— 

4 (A) necessary because of an imminent threat to 

5 health or safety or other emergency; 

6 (B) necessary for the enforcement of criminal 

7 laws; 

8 (C) necessary for national security; or 

9 (D) issued pursuant to any statute imple10 menting an international trade agreement. 

11 (3) An exercise by the President of the authority 

12 under this subsection shall have no effect on the proce13 dures under section 332. 

14 (d)(1) In addition to the opportunity for review other15 wise provided under this subtitle, in the case of any rule 

16 for which a report was submitted in accordance with sub17 section (a)(1)(A) during the period beginning on the date 

18 occurring— 

19 (A) in the case of the Senate, 60 session days; 

20 or 

21 (B) in the case of the House of Representatives, 

22 60 legislative days, 

23 before the date the Congress is scheduled to adjourn a 

24 session of Congress through the date on which the same 

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1 tions 332 and 333 shall apply to such rule in the suc2 ceeding session of Congress. 

3 (2)(A) In applying sections 332 and 333 for purposes 

4 of such additional review, a rule described under para5 graph (1) shall be treated as though— 

6 (i) such rule were published in the Federal Reg7 ister on— 

8 (I) in the case of the Senate, the 15th ses9 sion day; or 

10 (II) in the case of the House of Represent11 atives, the 15th legislative day, 

12 after the succeeding session of Congress first con13 venes; and 

14 (ii) a report on such rule were submitted to 

15 Congress under subsection (a)(1) on such date. 

16 (B) Nothing in this paragraph shall be construed to 

17 affect the requirement under subsection (a)(1) that a re18 port shall be submitted to Congress before a rule can take 

19 effect. 

20 (3) A rule described under paragraph (1) shall take 

21 effect as otherwise provided by law (including other sub22 sections of this section). 


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1 SEC. 332. CONGRESSIONAL APPROVAL PROCEDURE FOR 

2 MAJOR RULES. 

3 (a)(1) For purposes of this section, the term ‘‘joint 

4 resolution’’ means only a joint resolution addressing a re5 port classifying a rule as major pursuant to section 

6 331(a)(1)(A)(iii) that— 

7 (A) bears no preamble; 

8 (B) bears the following title (with blanks filled 

9 as appropriate): ‘‘Approving the rule submitted by 

10 lll relating to lll.’’; 

11 (C) includes after its resolving clause only the 

12 following (with blanks filled as appropriate): ‘‘That 

13 Congress approves the rule submitted by lll re14 lating to lll.’’; and 

15 (D) is introduced pursuant to paragraph (2). 

16 (2) After a House of Congress receives a report 

17 classifying a rule as major pursuant to section 

18 331(a)(1)(A)(iii), the majority leader of that House (or 

19 his or her respective designee) shall introduce (by request, 

20 if appropriate) a joint resolution described in paragraph 

21 (1)— 

22 (A) in the case of the House of Representatives, 

23 within 3 legislative days; and 

24 (B) in the case of the Senate, within 3 session 

25 days. 


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1 (3) A joint resolution described in paragraph (1) shall 

2 not be subject to amendment at any stage of proceeding. 

3 (b) A joint resolution described in subsection (a) shall 

4 be referred in each House of Congress to the committees 

5 having jurisdiction over the provision of law under which 

6 the rule is issued. 

7 (c) In the Senate, if the committee or committees to 

8 which a joint resolution described in subsection (a) has 

9 been referred have not reported it at the end of 15 session 

10 days after its introduction, such committee or committees 

11 shall be automatically discharged from further consider12 ation of the resolution and it shall be placed on the cal13 endar. A vote on final passage of the resolution shall be 

14 taken on or before the close of the 15th session day after 

15 the resolution is reported by the committee or committees 

16 to which it was referred, or after such committee or com17 mittees have been discharged from further consideration 

18 of the resolution. 

19 (d)(1) In the Senate, when the committee or commit20 tees to which a joint resolution is referred have reported, 

21 or when a committee or committees are discharged (under 

22 subsection (c)) from further consideration of a joint reso23 lution described in subsection (a), it is at any time there24 after in order (even though a previous motion to the same 

25 effect has been disagreed to) for a motion to proceed to 


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1 the consideration of the joint resolution, and all points of 

2 order against the joint resolution (and against consider3 ation of the joint resolution) are waived. The motion is 

4 not subject to amendment, or to a motion to postpone, 

5 or to a motion to proceed to the consideration of other 

6 business. A motion to reconsider the vote by which the 

7 motion is agreed to or disagreed to shall not be in order. 

8 If a motion to proceed to the consideration of the joint 

9 resolution is agreed to, the joint resolution shall remain 

10 the unfinished business of the Senate until disposed of. 

11 (2) In the Senate, debate on the joint resolution, and 

12 on all debatable motions and appeals in connection there13 with, shall be limited to not more than 2 hours, which 

14 shall be divided equally between those favoring and those 

15 opposing the joint resolution. A motion to further limit 

16 debate is in order and not debatable. An amendment to, 

17 or a motion to postpone, or a motion to proceed to the 

18 consideration of other business, or a motion to recommit 

19 the joint resolution is not in order. 

20 (3) In the Senate, immediately following the conclu21 sion of the debate on a joint resolution described in sub22 section (a), and a single quorum call at the conclusion of 

23 the debate if requested in accordance with the rules of the 

24 Senate, the vote on final passage of the joint resolution 

25 shall occur. 


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1 (4) Appeals from the decisions of the Chair relating 

2 to the application of the rules of the Senate to the proce3 dure relating to a joint resolution described in subsection 

4 (a) shall be decided without debate. 

5 (e) In the House of Representatives, if any committee 

6 to which a joint resolution described in subsection (a) has 

7 been referred has not reported it to the House at the end 

8 of 15 legislative days after its introduction, such com9 mittee shall be discharged from further consideration of 

10 the joint resolution, and it shall be placed on the appro11 priate calendar. On the second and fourth Thursdays of 

12 each month it shall be in order at any time for the Speaker 

13 to recognize a Member who favors passage of a joint reso14 lution that has appeared on the calendar for at least 5 

15 legislative days to call up that joint resolution for imme16 diate consideration in the House without intervention of 

17 any point of order. When so called up a joint resolution 

18 shall be considered as read and shall be debatable for 1 

19 hour equally divided and controlled by the proponent and 

20 an opponent, and the previous question shall be considered 

21 as ordered to its passage without intervening motion. It 

22 shall not be in order to reconsider the vote on passage. 

23 If a vote on final passage of the joint resolution has not 

24 been taken by the third Thursday on which the Speaker 


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1 may recognize a Member under this subsection, such vote 

2 shall be taken on that day. 

3 (f)(1) If, before passing a joint resolution described 

4 in subsection (a), one House receives from the other a 

5 joint resolution having the same text, then— 

6 (A) the joint resolution of the other House shall 

7 not be referred to a committee; and 

8 (B) the procedure in the receiving House shall 

9 be the same as if no joint resolution had been re10 ceived from the other House until the vote on pas11 sage, when the joint resolution received from the 

12 other House shall supplant the joint resolution of 

13 the receiving House. 

14 (2) This subsection shall not apply to the House of 

15 Representatives if the joint resolution received from the 

16 Senate is a revenue measure. 

17 (g) If either House has not taken a vote on final pas18 sage of the joint resolution by the last day of the period 

19 described in section 331(b)(2), then such vote shall be 

20 taken on that day. 

21 (h) This section and section 333 are enacted by Con22 gress— 

23 (1) as an exercise of the rulemaking power of 

24 the Senate and House of Representatives, respec25 tively, and as such is deemed to be part of the rules 


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1 of each House, respectively, but applicable only with 

2 respect to the procedure to be followed in that 

3 House in the case of a joint resolution described in 

4 subsection (a) and superseding other rules only 

5 where explicitly so; and 

6 (2) with full recognition of the Constitutional 

7 right of either House to change the rules (so far as 

8 they relate to the procedure of that House) at any 

9 time, in the same manner and to the same extent as 

10 in the case of any other rule of that House. 

11 SEC. 333. CONGRESSIONAL DISAPPROVAL PROCEDURE FOR 

12 NONMAJOR RULES. 

13 (a) For purposes of this section, the term ‘‘joint reso14 lution’’ means only a joint resolution introduced in the pe15 riod beginning on the date on which the report referred 

16 to in section 331(a)(1)(A) is received by Congress and 

17 ending 60 days thereafter (excluding days either House 

18 of Congress is adjourned for more than 3 days during a 

19 session of Congress), the matter after the resolving clause 

20 of which is as follows: ‘‘That Congress disapproves the 

21 nonmajor rule submitted by the lll relating to 

22 lll, and such rule shall have no force or effect.’’ (The 

23 blank spaces being appropriately filled in). 


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1 (b) A joint resolution described in subsection (a) shall 

2 be referred to the committees in each House of Congress 

3 with jurisdiction. 

4 (c) In the Senate, if the committee to which is re5 ferred a joint resolution described in subsection (a) has 

6 not reported such joint resolution (or an identical joint 

7 resolution) at the end of 15 session days after the date 

8 of introduction of the joint resolution, such committee may 

9 be discharged from further consideration of such joint res10 olution upon a petition supported in writing by 30 Mem11 bers of the Senate, and such joint resolution shall be 

12 placed on the calendar. 

13 (d)(1) In the Senate, when the committee to which 

14 a joint resolution is referred has reported, or when a com15 mittee is discharged (under subsection (c)) from further 

16 consideration of a joint resolution described in subsection 

17 (a), it is at any time thereafter in order (even though a 

18 previous motion to the same effect has been disagreed to) 

19 for a motion to proceed to the consideration of the joint 

20 resolution, and all points of order against the joint resolu21 tion (and against consideration of the joint resolution) are 

22 waived. The motion is not subject to amendment, or to 

23 a motion to postpone, or to a motion to proceed to the 

24 consideration of other business. A motion to reconsider the 

25 vote by which the motion is agreed to or disagreed to shall 


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1 not be in order. If a motion to proceed to the consideration 

2 of the joint resolution is agreed to, the joint resolution 

3 shall remain the unfinished business of the Senate until 

4 disposed of. 

5 (2) In the Senate, debate on the joint resolution, and 

6 on all debatable motions and appeals in connection there7 with, shall be limited to not more than 10 hours, which 

8 shall be divided equally between those favoring and those 

9 opposing the joint resolution. A motion to further limit 

10 debate is in order and not debatable. An amendment to, 

11 or a motion to postpone, or a motion to proceed to the 

12 consideration of other business, or a motion to recommit 

13 the joint resolution is not in order. 

14 (3) In the Senate, immediately following the conclu15 sion of the debate on a joint resolution described in sub16 section (a), and a single quorum call at the conclusion of 

17 the debate if requested in accordance with the rules of the 

18 Senate, the vote on final passage of the joint resolution 

19 shall occur. 

20 (4) Appeals from the decisions of the Chair relating 

21 to the application of the rules of the Senate to the proce22 dure relating to a joint resolution described in subsection 

23 (a) shall be decided without debate. 


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1 (e) In the Senate, the procedure specified in sub2 section (c) or (d) shall not apply to the consideration of 

3 a joint resolution respecting a nonmajor rule— 

4 (1) after the expiration of the 60 session days 

5 beginning with the applicable submission or publica6 tion 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 

10 days beginning on the 15th session day after the 

11 succeeding session of Congress first convenes. 

12 (f) If, before the passage by one House of a joint res13 olution of that House described in subsection (a), that 

14 House receives from the other House a joint resolution 

15 described in subsection (a), then the following procedures 

16 shall apply: 

17 (1) The joint resolution of the other House 

18 shall not be referred to a committee. 

19 (2) With respect to a joint resolution described 

20 in subsection (a) of the House receiving the joint 

21 resolution— 

22 (A) the procedure in that House shall be 

23 the same as if no joint resolution had been re24 ceived from the other House; but 


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1 (B) the vote on final passage shall be on 

2 the joint resolution of the other House. 

3 SEC. 334. DEFINITIONS. 

4 For purposes of this subtitle: 

5 (1) The term ‘‘Federal financial agency’’ means 

6 the Consumer Law Enforcement Agency, Board of 

7 Governors of the Federal Reserve System, the Com8 modity Futures Trading Commission, the Federal 

9 Deposit Insurance Corporation, the Federal Housing 

10 Finance Agency, the Office of the Comptroller of the 

11 Currency, the National Credit Union Administra12 tion, and the Securities and Exchange Commission. 

13 (2) The term ‘‘major rule’’ means any rule, in14 cluding an interim final rule, that the Administrator 

15 of the Office of Information and Regulatory Affairs 

16 of the Office of Management and Budget finds has 

17 resulted in or is likely to result in— 

18 (A) an annual effect on the economy of 

19 $100 million or more; 

20 (B) a major increase in costs or prices for 

21 consumers, individual industries, Federal, 

22 State, or local government agencies, or geo23 graphic regions; or 

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1 novation, or on the ability of United States2 based enterprises to compete with foreign-based 

3 enterprises in domestic and export markets. 

4 (3) The term ‘‘nonmajor rule’’ means any rule 

5 that is not a major rule. 

6 (4) The term ‘‘rule’’ has the meaning given 

7 such term in section 551 of title 5, United States 

8 Code, except that such term does not include— 

9 (A) any rule of particular applicability, in10 cluding a rule that approves or prescribes for 

11 the future rates, wages, prices, services, or al12 lowances therefore, corporate or financial struc13 tures, reorganizations, mergers, or acquisitions 

14 thereof, or accounting practices or disclosures 

15 bearing on any of the foregoing; 

16 (B) any rule relating to agency manage17 ment or personnel; or 

18 (C) any rule of agency organization, proce19 dure, or practice that does not substantially af20 fect the rights or obligations of non-agency par21 ties. 

22 (5) The term ‘‘submission date or publication 

23 date’’, except as otherwise provided in this subtitle, 

24 means— 


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1 (A) in the case of a major rule, the date 

2 on which the Congress receives the report sub3 mitted under section 331(a)(1)(A); and 

4 (B) in the case of a nonmajor rule, the 

5 later of— 

6 (i) the date on which the Congress re7 ceives the report submitted under section 

8 331(a)(1)(A); and 

9 (ii) the date on which the nonmajor 

10 rule is published in the Federal Register, if 

11 so published. 

12 SEC. 335. JUDICIAL REVIEW. 

13 (a) No determination, finding, action, or omission 

14 under this subtitle shall be subject to judicial review. 

15 (b) Notwithstanding subsection (a), a court may de16 termine whether a Federal financial agency has completed 

17 the necessary requirements under this subtitle for a rule 

18 to take effect. 

19 (c) The enactment of a joint resolution of approval 

20 under section 332 shall not be interpreted to serve as a 

21 grant or modification of statutory authority by Congress 

22 for the promulgation of a rule, shall not extinguish or af23 fect any claim, whether substantive or procedural, against 

24 any alleged defect in a rule, and shall not form part of 

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1 cerning a rule except for purposes of determining whether 

2 or not the rule is in effect. 

3 SEC. 336. EFFECTIVE DATE OF CERTAIN RULES. 

4 Notwithstanding section 331— 

5 (1) any rule that establishes, modifies, opens, 

6 closes, or conducts a regulatory program for a com7 mercial, recreational, or subsistence activity related 

8 to hunting, fishing, or camping, or 

9 (2) any rule other than a major rule which the 

10 Federal financial agency for good cause finds (and 

11 incorporates the finding and a brief statement of 

12 reasons therefore in the rule issued) that notice and 

13 public procedure thereon are impracticable, unneces14 sary, or contrary to the public interest, 

15 shall take effect at such time as the Federal financial 

16 agency promulgating the rule determines. 

17 SEC. 337. BUDGETARY EFFECTS OF RULES SUBJECT TO 

18 SECTION 332 OF THE FINANCIAL CHOICE ACT 

19 OF 2017. 

20 Section 257(b)(2) of the Balanced Budget and Emer21 gency Deficit Control Act of 1985 is amended by adding 

22 at the end the following new subparagraph: 

23 ‘‘(E) BUDGETARY EFFECTS OF RULES SUBJECT

24 TO SECTION 332 OF THE FINANCIAL CHOICE ACT OF

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1 proval procedure set forth in section 332 of the Fi2 nancial CHOICE Act of 2017 affecting budget au3 thority, outlays, or receipts shall be assumed to be 

4 effective unless it is not approved in accordance with 

5 such section.’’. 

6 Subtitle C—Judicial Review of 

7 Agency Actions 

8 SEC. 341. SCOPE OF JUDICIAL REVIEW OF AGENCY AC9 TIONS. 

10 (a) IN GENERAL.—Notwithstanding any other provi11 sion of law, in any judicial review of an agency action pur12 suant to chapter 7 of title 5, United States Code, to the 

13 extent necessary to decision and when presented, the re14 viewing court shall determine the meaning or applicability 

15 of the terms of an agency action and decide de novo all 

16 relevant questions of law, including the interpretation of 

17 constitutional and statutory provisions, and rules made by 

18 an agency. Notwithstanding any other provision of law, 

19 this section shall apply in any action for judicial review 

20 of agency action authorized under any provision of law. 

21 No law may exempt any such civil action from the applica22 tion of this section except by specific reference to this sec23 tion. 

24 (b) AGENCY DEFINED.—For purposes of this section, 

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1 ment Agency, the Board of Governors of the Federal Re2 serve System, the Commodity Futures Trading Commis3 sion, the Federal Deposit Insurance Corporation, the Fed4 eral Housing Finance Agency, the Office of the Comp5 troller of the Currency, the National Credit Union Admin6 istration, and the Securities and Exchange Commission. 

7 (c) EFFECTIVE DATE.—Subsection (a) shall take ef8 fect after the end of the 2-year period beginning on the 

9 date of the enactment of this Act. 

10 Subtitle D—Leadership of 

11 Financial Regulators 

12 SEC. 351. FEDERAL DEPOSIT INSURANCE CORPORATION. 

13 Section 2 of the Federal Deposit Insurance Act (12 

14 U.S.C. 1812) is amended— 

15 (1) in subsection (a)(1), by striking ‘‘5 mem16 bers’’ and all that follows through ‘‘3 of whom’’ and 

17 inserting the following: ‘‘5 members, who’’; 

18 (2) by amending subsection (d) to read as fol19 lows: 

20 ‘‘(d) VACANCY.—Any vacancy on the Board of Direc21 tors shall be filled in the manner in which the original 

22 appointment was made.’’; and 

23 (3) in subsection (f)— 

24 (A) by striking paragraph (2); and 


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1 (B) by redesignating paragraph (3) as 

2 paragraph (2). 

3 SEC. 352. FEDERAL HOUSING FINANCE AGENCY. 

4 Section 1312(b)(2) of the Federal Housing Enter5 prises Financial Safety and Soundness Act of 1992 (12 

6 U.S.C. 4512) is amended by striking ‘‘for cause’’. 

7 Subtitle E—Congressional 

8 Oversight of Appropriations 

9 SEC. 361. BRINGING THE FEDERAL DEPOSIT INSURANCE 

10 CORPORATION INTO THE REGULAR APPRO11 PRIATIONS PROCESS. 

12 (a) IN GENERAL.—Section 10(a) of the Federal De13 posit Insurance Act (12 U.S.C. 1820(a)) is amended— 

14 (1) by striking ‘‘(a) The’’ and inserting the fol15 lowing: 

16 ‘‘(a) POWERS.— 

17 ‘‘(1) IN GENERAL.—The’’; 

18 (2) by inserting ‘‘, subject to paragraph (2) and 

19 subsection (l),’’ after ‘‘The Board of Directors of the 

20 Corporation’’; and 

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

22 paragraph: 

23 ‘‘(2) APPROPRIATIONS REQUIREMENT.— 

24 ‘‘(A) RECOVERY OF COSTS OF ANNUAL AP25 PROPRIATION.—The Corporation shall collect 


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1 assessments and other fees, as provided under 

2 this Act, that are designed to recover the costs 

3 to the Government of the annual appropriation 

4 to the Corporation by Congress. 

5 ‘‘(B) OFFSETTING COLLECTIONS.—Assess6 ments and other fees described under subpara7 graph (A) for any fiscal year— 

8 ‘‘(i) shall be deposited and credited as 

9 offsetting collections to the account pro10 viding appropriations to the Corporation; 

11 and 

12 ‘‘(ii) except as provided in subpara13 graph (C), shall not be collected for any 

14 fiscal year except to the extent provided in 

15 advance in appropriation Acts. 

16 ‘‘(C) LAPSE OF APPROPRIATION.—If on 

17 the first day of a fiscal year a regular appro18 priation to the Corporation has not been en19 acted, the Corporation shall continue to collect 

20 (as offsetting collections) the assessments and 

21 other fees described under subparagraph (A) at 

22 the rate in effect during the preceding fiscal 

23 year, until 60 days after the date such a reg24 ular appropriation is enacted. 


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1 ‘‘(D) EXCEPTION FOR INSURANCE FUNC2 TIONS.—This paragraph shall not apply to the 

3 Deposit Insurance Fund, including assessments 

4 and other fees that are deposited into, and 

5 amounts paid from, the Deposit Insurance 

6 Fund.’’. 

7 (b) CONFORMING AMENDMENT.—Subsection (d) of 

8 section 7 of the Federal Deposit Insurance Act (12 U.S.C. 

9 1817) is amended to read as follows: 

10 ‘‘(d) DEPOSIT INSURANCE FUND EXEMPT FROM AP11 PORTIONMENT.—Notwithstanding any other provision of 

12 law, amounts received pursuant to any assessments or 

13 other fees that are deposited into the Deposit Insurance 

14 Fund shall not be subject to apportionment for the pur15 poses of chapter 15 of title 31, United States Code, or 

16 under any other authority.’’. 

17 (c) EFFECTIVE DATE.—The amendments made by 

18 this section shall apply with respect to expenses paid and 

19 fees collected on or after the date that is 90 days after 

20 the date of the enactment of the first appropriation Act 

21 that provides for appropriations to the Federal Deposit 

22 Insurance Corporation and that is enacted after the date 

23 of the enactment of this Act. 


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1 SEC. 362. BRINGING THE FEDERAL HOUSING FINANCE 

2 AGENCY INTO THE REGULAR APPROPRIA3 TIONS PROCESS. 

4 (a) IN GENERAL.—Section 1316 of the Housing and 

5 Community Development Act of 1992 (12 U.S.C. 4516) 

6 is amended— 

7 (1) by amending subsection (a) to read as fol8 lows: 

9 ‘‘(a) APPROPRIATIONS REQUIREMENT.— 

10 ‘‘(1) RECOVERY OF COSTS OF ANNUAL APPRO11 PRIATION.—The Agency shall collect assessments 

12 and other fees that are designed to recover the costs 

13 to the Government of the annual appropriation to 

14 the Agency by Congress. 

15 ‘‘(2) OFFSETTING COLLECTIONS.—Assessments 

16 and other fees described under paragraph (1) for 

17 any fiscal year— 

18 ‘‘(A) shall be deposited and credited as off19 setting collections to the account providing ap20 propriations to the Agency; and 

21 ‘‘(B) except as provided in paragraph (3), 

22 shall not be collected for any fiscal year except 

23 to the extent provided in advance in appropria24 tion Acts. 

25 ‘‘(3) LAPSE OF APPROPRIATION.—If on the 

26 first day of a fiscal year a regular appropriation to 


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1 the Agency has not been enacted, the Agency shall 

2 continue to collect (as offsetting collections) the as3 sessments and other fees described under paragraph 

4 (1) at the rate in effect during the preceding fiscal 

5 year, until 60 days after the date such a regular ap6 propriation is enacted.’’; and 

7 (2) by striking subsection (f). 

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

9 this section shall apply with respect to expenses paid and 

10 assessments and other fees collected on or after the date 

11 that is 90 days after the date of the enactment of the 

12 first appropriation Act that provides for appropriations to 

13 the Federal Housing Finance Agency and that is enacted 

14 after the date of the enactment of this Act. 

15 SEC. 363. BRINGING THE NATIONAL CREDIT UNION ADMIN16 ISTRATION INTO THE REGULAR APPROPRIA17 TIONS PROCESS. 

18 (a) IN GENERAL.—Section 105 of the Federal Credit 

19 Union Act (12 U.S.C. 1755) is amended by striking sub20 sections (d) and (e) and inserting the following: 

21 ‘‘(d) APPROPRIATIONS REQUIREMENT.— 

22 ‘‘(1) RECOVERY OF COSTS OF ANNUAL APPRO23 PRIATION.—The Administration shall collect assess24 ments and other fees, as provided under this Act, 

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1 ment of the annual appropriation to the Administra2 tion by Congress. 

3 ‘‘(2) OFFSETTING COLLECTIONS.—Assessments 

4 and other fees described under paragraph (1) for 

5 any fiscal year— 

6 ‘‘(A) shall be deposited and credited as off7 setting collections to the account providing ap8 propriations to the Administration; and 

9 ‘‘(B) except as provided in paragraph (3), 

10 shall not be collected for any fiscal year except 

11 to the extent provided in advance in appropria12 tion Acts. 

13 ‘‘(3) LAPSE OF APPROPRIATION.—If on the 

14 first day of a fiscal year a regular appropriation to 

15 the Administration has not been enacted, the Ad16 ministration shall continue to collect (as offsetting 

17 collections) the assessments and other fees described 

18 under paragraph (1) at the rate in effect during the 

19 preceding fiscal year, until 60 days after the date 

20 such a regular appropriation is enacted. 

21 ‘‘(4) EXCEPTION FOR INSURANCE FUNC22 TIONS.—This subsection shall not apply to the Na23 tional Credit Union Share Insurance Fund, includ24 ing assessments and other fees that are deposited 


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1 into, and amounts paid from, the National Credit 

2 Union Share Insurance Fund.’’. 

3 (b) CONFORMING AMENDMENTS.—The Federal 

4 Credit Union Act (12 U.S.C. 1751 et seq.) is amended— 

5 (1) in section 120(j), by striking paragraph (3); 

6 and 

7 (2) by amending section 128 to read as follows: 

8 ‘‘SEC. 128. NATIONAL CREDIT UNION SHARE INSURANCE 

9 FUND EXEMPT FROM APPORTIONMENT. 

10 ‘‘Notwithstanding any other provision of law, 

11 amounts received pursuant to any assessments or other 

12 fees that are deposited into the National Credit Union 

13 Share Insurance Fund shall not be subject to apportion14 ment for the purposes of chapter 15 of title 31, United 

15 States Code, or under any other authority.’’. 

16 (c) EFFECTIVE DATE.—The amendments made by 

17 this section shall apply with respect to expenses paid and 

18 fees collected on or after the date that is 90 days after 

19 the date of the enactment of the first appropriation Act 

20 that provides for appropriations to the National Credit 

21 Union Administration and that is enacted after the date 

22 of the enactment of this Act. 


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1 SEC. 364. BRINGING THE OFFICE OF THE COMPTROLLER 

2 OF THE CURRENCY INTO THE REGULAR AP3 PROPRIATIONS PROCESS. 

4 (a) IN GENERAL.—Section 5240A of the Revised 

5 Statutes of the United States (12 U.S.C. 16) is amend6 ed— 

7 (1) by striking ‘‘Sec. 5240A. The Comptroller 

8 of the Currency may collect an assessment, fee, or 

9 other charge from any entity described in section 

10 3(q)(1) of the Federal Deposit Insurance Act (12 

11 U.S.C. 1813(q)(1)), as the Comptroller determines 

12 is necessary or appropriate to carry out the respon13 sibilities of the Office of the Comptroller of the Cur14 rency. In establishing the amount of an assessment, 

15 fee, or charge collected from an entity under this 

16 section,’’ and inserting the following: 

17 ‘‘SEC. 5240A. COLLECTION OF FEES; APPROPRIATIONS RE18 QUIREMENT. 

19 ‘‘(a) IN GENERAL.—In establishing the amount of an 

20 assessment, fee, or charge collected from an entity under 

21 subsection (b),’’; 

22 (2) by striking ‘‘Funds derived’’ and all that 

23 follows through the end of the section; and 

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

25 ‘‘(b) APPROPRIATIONS REQUIREMENT.— 


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1 ‘‘(1) RECOVERY OF COSTS OF ANNUAL APPRO2 PRIATION.—The Comptroller of the Currency shall 

3 impose and collect assessments, fees, or other 

4 charges that are designed to recover the costs to the 

5 Government of the annual appropriation to the Of6 fice of the Comptroller of the Currency by Congress. 

7 ‘‘(2) OFFSETTING COLLECTIONS.—Assessments 

8 and other fees described under paragraph (1) for 

9 any fiscal year— 

10 ‘‘(A) shall be deposited and credited as off11 setting collections to the account providing ap12 propriations to the Office of the Comptroller of 

13 the Currency; and 

14 ‘‘(B) except as provided in paragraph (3), 

15 shall not be collected for any fiscal year except 

16 to the extent provided in advance in appropria17 tion Acts. 

18 ‘‘(3) LAPSE OF APPROPRIATION.—If on the 

19 first day of a fiscal year a regular appropriation to 

20 the Office of the Comptroller of the Currency has 

21 not been enacted, the Comptroller of the Currency 

22 shall continue to collect (as offsetting collections) the 

23 assessments and other fees described under para24 graph (1) at the rate in effect during the preceding 


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1 fiscal year, until 60 days after the date such a reg2 ular appropriation is enacted.’’. 

3 (b) CONFORMING AMENDMENT.—Section 5240 (12 

4 U.S.C. 481 et seq.) of the Revised Statutes of the United 

5 States is amended by striking the fourth undesignated 

6 paragraph. 

7 (c) EFFECTIVE DATE.—The amendments made by 

8 this section shall apply with respect to expenses paid and 

9 fees collected on or after the date that is 90 days after 

10 the date of the enactment of the first appropriation Act 

11 that provides for appropriations to the Comptroller of the 

12 Currency and that is enacted after the date of the enact13 ment of this Act. 

14 SEC. 365. BRINGING THE NON-MONETARY POLICY RELATED 

15 FUNCTIONS OF THE BOARD OF GOVERNORS 

16 OF THE FEDERAL RESERVE SYSTEM INTO 

17 THE REGULAR APPROPRIATIONS PROCESS. 

18 The Federal Reserve Act is amended by inserting 

19 after section 11B the following: 

20 ‘‘SEC. 11C. APPROPRIATIONS REQUIREMENT FOR NON21 MONETARY POLICY RELATED ADMINISTRA22 TIVE COSTS. 

23 ‘‘(a) APPROPRIATIONS REQUIREMENT.— 

24 ‘‘(1) RECOVERY OF COSTS OF ANNUAL APPRO25 PRIATION.—The Board of Governors of the Federal 


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1 Reserve System shall collect assessments and other 

2 fees, as provided under this Act, that are designed 

3 to recover the costs to the Government of the annual 

4 appropriation to the Board of Governors of the Fed5 eral Reserve System by Congress. 

6 ‘‘(2) OFFSETTING COLLECTIONS.—Assessments 

7 and other fees described under paragraph (1) for 

8 any fiscal year— 

9 ‘‘(A) shall be deposited and credited as off10 setting collections to the account providing ap11 propriations to the Board of Governors of the 

12 Federal Reserve System; and 

13 ‘‘(B) except as provided in paragraph (3), 

14 shall not be collected for any fiscal year except 

15 to the extent provided in advance in appropria16 tion Acts. 

17 ‘‘(3) LAPSE OF APPROPRIATION.—If on the 

18 first day of a fiscal year a regular appropriation to 

19 the Board of Governors of the Federal Reserve Sys20 tem has not been enacted, the Board of Governors 

21 of the Federal Reserve System shall continue to col22 lect (as offsetting collections) the assessments and 

23 other fees described under paragraph (1) at the rate 

24 in effect during the preceding fiscal year, until 60 


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1 days after the date such a regular appropriation is 

2 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 

6 Reserve 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 

10 acceptable exchange medium that supports the pro11 ductive employment of economic resources by reli12 ably serving as both a unit of account and store of 

13 value. 

14 ‘‘(2) NON-MONETARY POLICY RELATED ADMIN15 ISTRATIVE COSTS.—The term ‘non-monetary policy 

16 related administrative costs’ means administrative 

17 costs not related to the conduct of monetary policy, 

18 and include— 

19 ‘‘(A) direct operating expenses for super20 vising and regulating entities supervised and 

21 regulated by the Board of Governors of the 

22 Federal Reserve System, including conducting 

23 examinations, conducting stress tests, commu24 nicating with the entities regarding supervisory 

25 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 

7 filed by supervised institutions; and 

8 ‘‘(C) support, overhead, and pension ex9 penses related to the items described under sub10 paragraphs (A) and (B).’’. 

11 Subtitle F—International Processes 

12 SEC. 371. REQUIREMENTS FOR INTERNATIONAL PROC13 ESSES. 

14 (a) BOARD OF GOVERNORS REQUIREMENTS.—Sec15 tion 11 of the Federal Reserve Act (12 U.S.C. 248), as 

16 amended by section 1007(a), is further amended by add17 ing at the end the following new subsection: 

18 ‘‘(w) INTERNATIONAL PROCESSES.— 

19 ‘‘(1) NOTICE OF PROCESS; CONSULTATION.—At 

20 least 30 calendar days before any member or em21 ployee of the Board of Governors of the Federal Re22 serve System participates in a process of setting fi23 nancial standards as a part of any foreign or multi24 national entity, the Board of Governors shall— 


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1 ‘‘(A) issue a notice of the process, includ2 ing the subject matter, scope, and goals of the 

3 process, to the Committee on Financial Services 

4 of the House of Representatives and the Com5 mittee on Banking, Housing, and Urban Affairs 

6 of the Senate; 

7 ‘‘(B) make such notice available to the 

8 public, including on the website of the Board of 

9 Governors; and 

10 ‘‘(C) solicit public comment, and consult 

11 with the committees described under subpara12 graph (A), with respect to the subject matter, 

13 scope, and goals of the process. 

14 ‘‘(2) PUBLIC REPORTS ON PROCESS.—After the 

15 end of any process described under paragraph (1), 

16 the Board of Governors shall issue a public report 

17 on the topics that were discussed during the process 

18 and any new or revised rulemakings or policy 

19 changes that the Board of Governors believes should 

20 be implemented as a result of the process. 

21 ‘‘(3) NOTICE OF AGREEMENTS; CONSULTA22 TION.—At least 90 calendar days before any mem23 ber or employee of the Board of Governors of the 

24 Federal Reserve System participates in a process of 

25 setting financial standards as a part of any foreign 


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1 or multinational entity, the Board of Governors 

2 shall— 

3 ‘‘(A) issue a notice of agreement to the 

4 Committee on Financial Services of the House 

5 of Representatives and the Committee on Bank6 ing, Housing, and Urban Affairs of the Senate; 

7 ‘‘(B) make such notice available to the 

8 public, including on the website of the Board of 

9 Governors; and 

10 ‘‘(C) consult with the committees described 

11 under subparagraph (A) with respect to the na12 ture of the agreement and any anticipated ef13 fects such agreement will have on the economy. 

14 ‘‘(4) DEFINITION.—For purposes of this sub15 section, the term ‘process’ shall include any official 

16 proceeding or meeting on financial regulation of a 

17 recognized international organization with authority 

18 to set financial standards on a global or regional 

19 level, including the Financial Stability Board, the 

20 Basel Committee on Banking Supervision (or a simi21 lar organization), and the International Association 

22 of Insurance Supervisors (or a similar organiza23 tion).’’. 


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1 (b) FDIC REQUIREMENTS.—The Federal Deposit 

2 Insurance Act (12 U.S.C. 1811 et seq.) is amended by 

3 adding at the end the following new section: 

4 ‘‘SEC. 51. INTERNATIONAL PROCESSES. 

5 ‘‘(a) NOTICE OF PROCESS; CONSULTATION.—At least 

6 30 calendar days before the Board of Directors partici7 pates in a process of setting financial standards as a part 

8 of any foreign or multinational entity, the Board of Direc9 tors shall— 

10 ‘‘(1) issue a notice of the process, including the 

11 subject matter, scope, and goals of the process, to 

12 the Committee on Financial Services of the House of 

13 Representatives and the Committee on Banking, 

14 Housing, and Urban Affairs of the Senate; 

15 ‘‘(2) make such notice available to the public, 

16 including on the website of the Corporation; and 

17 ‘‘(3) solicit public comment, and consult with 

18 the committees described under paragraph (1), with 

19 respect to the subject matter, scope, and goals of the 

20 process. 

21 ‘‘(b) PUBLIC REPORTS ON PROCESS.—After the end 

22 of any process described under subsection (a), the Board 

23 of Directors shall issue a public report on the topics that 

24 were discussed at the process and any new or revised 


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1 rulemakings or policy changes that the Board of Directors 

2 believes should be implemented as a result of the process. 

3 ‘‘(c) NOTICE OF AGREEMENTS; CONSULTATION.—At 

4 least 90 calendar days before the Board of Directors par5 ticipates in a process of setting financial standards as a 

6 part of any foreign or multinational entity, the Board of 

7 Directors shall— 

8 ‘‘(1) issue a notice of agreement to the Com9 mittee on Financial Services of the House of Rep10 resentatives and the Committee on Banking, Hous11 ing, and Urban Affairs of the Senate; 

12 ‘‘(2) make such notice available to the public, 

13 including on the website of the Corporation; and 

14 ‘‘(3) consult with the committees described 

15 under paragraph (1) with respect to the nature of 

16 the agreement and any anticipated effects such 

17 agreement will have on the economy. 

18 ‘‘(d) DEFINITION.—For purposes of this section, the 

19 term ‘process’ shall include any official proceeding or 

20 meeting on financial regulation of a recognized inter21 national organization with authority to set financial stand22 ards on a global or regional level, including the Financial 

23 Stability Board, the Basel Committee on Banking Super24 vision (or a similar organization), and the International 


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1 Association of Insurance Supervisors (or a similar organi2 zation).’’. 

3 (c) TREASURY REQUIREMENTS.—Section 325 of title 

4 31, United States Code, is amended by adding at the end 

5 the following new subsection: 

6 ‘‘(d) INTERNATIONAL PROCESSES.— 

7 ‘‘(1) NOTICE OF PROCESS; CONSULTATION.—At 

8 least 30 calendar days before the Secretary partici9 pates in a process of setting financial standards as 

10 a part of any foreign or multinational entity, the 

11 Secretary shall— 

12 ‘‘(A) issue a notice of the process, includ13 ing the subject matter, scope, and goals of the 

14 process, to the Committee on Financial Services 

15 of the House of Representatives and the Com16 mittee on Banking, Housing, and Urban Affairs 

17 of the Senate; 

18 ‘‘(B) make such notice available to the 

19 public, including on the website of the Depart20 ment of the Treasury; and 

21 ‘‘(C) solicit public comment, and consult 

22 with the committees described under subpara23 graph (A), with respect to the subject matter, 

24 scope, and goals of the process. 


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1 ‘‘(2) PUBLIC REPORTS ON PROCESS.—After the 

2 end of any process described under paragraph (1), 

3 the Secretary shall issue a public report on the top4 ics that were discussed at the process and any new 

5 or revised rulemakings or policy changes that the 

6 Secretary believes should be implemented as a result 

7 of the process. 

8 ‘‘(3) NOTICE OF AGREEMENTS; CONSULTA9 TION.—At least 90 calendar days before the Sec10 retary participates in a process of setting financial 

11 standards as a part of any foreign or multinational 

12 entity, the Secretary shall— 

13 ‘‘(A) issue a notice of agreement to the 

14 Committee on Financial Services of the House 

15 of Representatives and the Committee on Bank16 ing, Housing, and Urban Affairs of the Senate; 

17 ‘‘(B) make such notice available to the 

18 public, including on the website of the Depart19 ment of the Treasury; and 

20 ‘‘(C) consult with the committees described 

21 under subparagraph (A) with respect to the na22 ture of the agreement and any anticipated ef23 fects such agreement will have on the economy. 

24 ‘‘(4) DEFINITION.—For purposes of this sub25 section, the term ‘process’ shall include any official 


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1 proceeding or meeting on financial regulation of a 

2 recognized international organization with authority 

3 to set financial standards on a global or regional 

4 level, including the Financial Stability Board, the 

5 Basel Committee on Banking Supervision (or a simi6 lar organization), and the International Association 

7 of Insurance Supervisors (or a similar organiza8 tion).’’. 

9 (d) OCC REQUIREMENTS.—Chapter one of title LXII 

10 of the Revised Statutes of the United States (12 U.S.C. 

11 21 et seq.) is amended— 

12 (1) by adding at the end the following new sec13 tion: 

14 ‘‘SEC. 5156B. INTERNATIONAL PROCESSES. 

15 ‘‘(a) NOTICE OF PROCESS; CONSULTATION.—At least 

16 30 calendar days before the Comptroller of the Currency 

17 participates in a process of setting financial standards as 

18 a part of any foreign or multinational entity, the Board 

19 of Directors shall— 

20 ‘‘(1) issue a notice of the process, including the 

21 subject matter, scope, and goals of the process, to 

22 the Committee on Financial Services of the House of 

23 Representatives and the Committee on Banking, 

24 Housing, and Urban Affairs of the Senate; 


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1 ‘‘(2) make such notice available to the public, 

2 including on the website of the Office of the Comp3 troller of the Currency; and 

4 ‘‘(3) solicit public comment, and consult with 

5 the committees described under paragraph (1), with 

6 respect to the subject matter, scope, and goals of the 

7 process. 

8 ‘‘(b) PUBLIC REPORTS ON PROCESS.—After the end 

9 of any process described under subsection (a), the Board 

10 of Directors shall issue a public report on the topics that 

11 were discussed at the process and any new or revised 

12 rulemakings or policy changes that the Board of Directors 

13 believes should be implemented as a result of the process. 

14 ‘‘(c) NOTICE OF AGREEMENTS; CONSULTATION.—At 

15 least 90 calendar days before the Board of Directors par16 ticipates in a process of setting financial standards as a 

17 part of any foreign or multinational entity, the Board of 

18 Directors shall— 

19 ‘‘(1) issue a notice of agreement to the Com20 mittee on Financial Services of the House of Rep21 resentatives and the Committee on Banking, Hous22 ing, and Urban Affairs of the Senate; 

23 ‘‘(2) make such notice available to the public, 

24 including on the website of the Office of the Comp25 troller of the Currency; and 


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1 ‘‘(3) consult with the committees described 

2 under paragraph (1) with respect to the nature of 

3 the agreement and any anticipated effects such 

4 agreement will have on the economy. 

5 ‘‘(d) DEFINITION.—For purposes of this section, the 

6 term ‘process’ shall include any official proceeding or 

7 meeting on financial regulation of a recognized inter8 national organization with authority to set financial stand9 ards on a global or regional level, including the Financial 

10 Stability Board, the Basel Committee on Banking Super11 vision (or a similar organization), and the International 

12 Association of Insurance Supervisors (or a similar organi13 zation).’’; and 

14 (2) in the table of contents for such chapter, by 

15 adding at the end the following new item: 

‘‘5156B. International processes.’’. 

16 (e) SECURITIES AND EXCHANGE COMMISSION RE17 QUIREMENTS.—Section 4 of the Securities Exchange Act 

18 of 1934 (15 U.S.C. 78d), as amended by section 818(a), 

19 is further amended by adding at the end the following new 

20 subsection: 

21 ‘‘(j) INTERNATIONAL PROCESSES.— 

22 ‘‘(1) NOTICE OF PROCESS; CONSULTATION.—At 

23 least 30 calendar days before the Commission par24 ticipates in a process of setting financial standards 


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1 as a part of any foreign or multinational entity, the 

2 Commission shall— 

3 ‘‘(A) issue a notice of the process, includ4 ing the subject matter, scope, and goals of the 

5 process, to the Committee on Financial Services 

6 of the House of Representatives and the Com7 mittee on Banking, Housing, and Urban Affairs 

8 of the Senate; 

9 ‘‘(B) make such notice available to the 

10 public, including on the website of the Commis11 sion; and 

12 ‘‘(C) solicit public comment, and consult 

13 with the committees described under subpara14 graph (A), with respect to the subject matter, 

15 scope, and goals of the process. 

16 ‘‘(2) PUBLIC REPORTS ON PROCESS.—After the 

17 end of any process described under paragraph (1), 

18 the Commission shall issue a public report on the 

19 topics that were discussed at the process and any 

20 new or revised rulemakings or policy changes that 

21 the Commission believes should be implemented as a 

22 result of the process. 

23 ‘‘(3) NOTICE OF AGREEMENTS; CONSULTA24 TION.—At least 90 calendar days before the Com25 mission participates in a process of setting financial 


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1 standards as a part of any foreign or multinational 

2 entity, the Commission shall— 

3 ‘‘(A) issue a notice of agreement to the 

4 Committee on Financial Services of the House 

5 of Representatives and the Committee on Bank6 ing, Housing, and Urban Affairs of the Senate; 

7 ‘‘(B) make such notice available to the 

8 public, including on the website of the Commis9 sion; and 

10 ‘‘(C) consult with the committees described 

11 under subparagraph (A) with respect to the na12 ture of the agreement and any anticipated ef13 fects such agreement will have on the economy. 

14 ‘‘(4) DEFINITION.—For purposes of this sub15 section, the term ‘process’ shall include any official 

16 proceeding or meeting on financial regulation of a 

17 recognized international organization with authority 

18 to set financial standards on a global or regional 

19 level, including the Financial Stability Board, the 

20 Basel Committee on Banking Supervision (or a simi21 lar organization), and the International Association 

22 of Insurance Supervisors (or a similar organiza23 tion).’’. 

24 (f) COMMODITY FUTURES TRADING COMMISSION RE25 QUIREMENTS.—Section 2 of the Commodity Exchange Act 


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1 (7 U.S.C. 2) is amended by adding at the end the fol2 lowing: 

3 ‘‘(k) INTERNATIONAL PROCESSES.— 

4 ‘‘(1) NOTICE OF PROCESS; CONSULTATION.—At 

5 least 30 calendar days before the Commission par6 ticipates in a process of setting financial standards 

7 as a part of any foreign or multinational entity, the 

8 Commission shall— 

9 ‘‘(A) issue a notice of the process, includ10 ing the subject matter, scope, and goals of the 

11 process, to— 

12 ‘‘(i) the Committees on Financial 

13 Services and Agriculture of the House of 

14 Representatives; and 

15 ‘‘(ii) the Committees on Banking, 

16 Housing, and Urban Affairs and Agri17 culture, Nutrition, and Forestry of the 

18 Senate; 

19 ‘‘(B) make such notice available to the 

20 public, including on the website of the Commis21 sion; and 

22 ‘‘(C) solicit public comment, and consult 

23 with the committees described under subpara24 graph (A), with respect to the subject matter, 

25 scope, and goals of the process. 


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1 ‘‘(2) PUBLIC REPORTS ON PROCESS.—After the 

2 end of any process described under paragraph (1), 

3 the Commission shall issue a public report on the 

4 topics that were discussed during the process and 

5 any new or revised rulemakings or policy changes 

6 that the Commission believes should be implemented 

7 as a result of the process. 

8 ‘‘(3) NOTICE OF AGREEMENTS; CONSULTA9 TION.—At least 90 calendar days before the Com10 mission participates in a process of setting financial 

11 standards as a part of any foreign or multinational 

12 entity, the Commission shall— 

13 ‘‘(A) issue a notice of agreement to— 

14 ‘‘(i) the Committees on Financial 

15 Services and Agriculture of the House of 

16 Representatives; and 

17 ‘‘(ii) the Committees on Banking, 

18 Housing, and Urban Affairs and Agri19 culture, Nutrition, and Forestry of the 

20 Senate; 

21 ‘‘(B) make such notice available to the 

22 public, including on the website of the Commis23 sion; and 

24 ‘‘(C) consult with the committees described 

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1 ture of the agreement and any anticipated ef2 fects such agreement will have on the economy. 

3 ‘‘(4) DEFINITION.—For purposes of this sub4 section, the term ‘process’ shall include any official 

5 proceeding or meeting on financial regulation of a 

6 recognized international organization with authority 

7 to set financial standards on a global or regional 

8 level, including the Financial Stability Board, the 

9 Basel Committee on Banking Supervision (or a simi10 lar organization), and the International Association 

11 of Insurance Supervisors (or a similar organiza12 tion).’’. 

13 Subtitle G—Unfunded Mandates 

14 Reform 

15 SEC. 381. DEFINITIONS. 

16 For purposes of this title: 

17 (1) AGENCY.—The term ‘‘agency’’ has the 

18 meaning given such term under section 311. 

19 (2) OTHER DEFINITIONS.—Except as provided 

20 under paragraph (1), the definitions under section 

21 421 of the Congressional Budget and Impoundment 

22 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 pro4 hibited by law, before promulgating any general notice of 

5 proposed rulemaking or any final rule, or within six 

6 months after promulgating any final rule that was not pre7 ceded by a general notice of proposed rulemaking, if the 

8 proposed rulemaking or final rule includes a Federal man9 date that may result in an annual effect on State, local, 

10 or tribal governments, or to the private sector, in the ag11 gregate of $100,000,000 or more in any 1 year, the agency 

12 shall prepare a written statement containing the following: 

13 (1) The text of the draft proposed rulemaking 

14 or final rule, together with the information required 

15 under subsections (a) and (b)(1) of section 312, as 

16 applicable, including an explanation of the manner 

17 in which the proposed rulemaking or final rule is 

18 consistent 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 ex23 tent that the agency determines that accurate esti24 mates 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 

5 types of communities, or particular segments of 

6 the private sector. 

7 (3)(A) A detailed description of the extent of 

8 the agency’s prior consultation with the private sec9 tor and elected representatives (under section 384) 

10 of the affected State, local, and tribal governments. 

11 (B) A detailed summary of the comments and 

12 concerns that were presented by the private sector 

13 and State, local, or tribal governments either orally 

14 or in 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 

23 shall include in the promulgation a summary of the infor24 mation 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 govern15 ments to provide meaningful and timely input in the 

16 development of regulatory proposals containing sig17 nificant 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 con4 taining significant Federal mandates. 

5 (b) MEETINGS BETWEEN STATE, LOCAL, TRIBAL

6 AND FEDERAL OFFICERS.—The Federal Advisory Com7 mittee Act (5 U.S.C. App.) shall not apply to actions in 

8 support of intergovernmental communications where— 

9 (1) meetings are held exclusively between Fed10 eral officials and elected officers of State, local, and 

11 tribal governments (or their designated employees 

12 with authority to act on their behalf) acting in their 

13 official 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 

21 of subsections (a) and (b) consistent with applicable laws 

22 and 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 

2 be 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 busi6 nesses). Geographic, political, and other factors that 

7 may differentiate varying points of view should be 

8 considered. 

9 (3) Agencies should estimate benefits and costs 

10 to assist with these consultations. The scope of the 

11 consultation should reflect the cost and significance 

12 of the Federal mandate being considered. 

13 (4) Agencies shall, to the extent practicable— 

14 (A) seek out the views of State, local, and 

15 tribal governments, and impacted parties within 

16 the private sector (including small business), on 

17 costs, benefits, and risks; and 

18 (B) solicit ideas about alternative methods 

19 of compliance and potential flexibilities, and 

20 input on whether the Federal regulation will 

21 harmonize with and not duplicate similar laws 

22 in other levels of government. 

23 (5) Consultations shall address the cumulative 

24 impact of regulations on the affected entities. 


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1 (6) Agencies may accept electronic submissions 

2 of comments by relevant parties but may not use 

3 those comments as the sole method of satisfying the 

4 guidelines in this subsection. 

5 SEC. 385. LEAST BURDENSOME OPTION OR EXPLANATION 

6 REQUIRED. 

7 (a) IN GENERAL.—Except as provided in subsection 

8 (b), before promulgating any rule for which a written 

9 statement is required under section 382, the agency shall 

10 identify and consider a reasonable number of regulatory 

11 alternatives and from those alternatives select the least 

12 costly, most cost-effective or least burdensome alternative 

13 that achieves the objectives of the rule, for— 

14 (1) State, local, and tribal governments, in the 

15 case of a rule containing a Federal intergovern16 mental mandate; and 

17 (2) the private sector, in the case of a rule con18 taining a Federal private sector mandate. 

19 (b) EXCEPTION.—The provisions of subsection (a) 

20 shall apply unless— 

21 (1) the head of the affected agency publishes 

22 with the final rule an explanation of why the least 

23 costly, most cost-effective or least burdensome meth24 od of achieving the objectives of the rule was not 

25 adopted; or 


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1 (2) the provisions are inconsistent with law. 

2 (c) CERTIFICATION.—No later than 1 year after the 

3 date of the enactment of this Act, the Administrator of 

4 the Office of Information and Regulatory Affairs shall cer5 tify to Congress, with a written explanation, agency com6 pliance with this section and include in that certification 

7 agencies and rulemakings that fail to adequately comply 

8 with this section. 

9 SEC. 386. ASSISTANCE TO THE OFFICE OF INFORMATION 

10 AND REGULATORY AFFAIRS. 

11 The Administrator of the Office of Information and 

12 Regulatory Affairs shall— 

13 (1) collect from agencies the statements pre14 pared under section 382; and 

15 (2) periodically forward copies of such state16 ments to the Director of the Congressional Budget 

17 Office on a reasonably timely basis after promulga18 tion of the general notice of proposed rulemaking or 

19 of the final rule for which the statement was pre20 pared. 

21 SEC. 387. OFFICE OF INFORMATION AND REGULATORY AF22 FAIRS RESPONSIBILITIES. 

23 (a) IN GENERAL.—The Administrator of the Office 

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1 lations for which a written statement is required under 

2 section 382 are consistent with the principles and require3 ments of this title, as well as other applicable laws, and 

4 do not conflict with the policies or actions of another agen5 cy. If the Administrator determines that an agency’s regu6 lations for which a written statement is required under 

7 section 382 do not comply with such principles and re8 quirements, are not consistent with other applicable laws, 

9 or conflict with the policies or actions of another agency, 

10 the Administrator shall identify areas of non-compliance, 

11 notify the agency, and request that the agency comply be12 fore the agency finalizes the regulation concerned. 

13 (b) ANNUAL STATEMENTS TO CONGRESS ON AGENCY

14 COMPLIANCE.—The Administrator of the Office of Infor15 mation and Regulatory Affairs annually shall submit to 

16 Congress a written report detailing compliance by each 

17 agency with the requirements of this title that relate to 

18 regulations for which a written statement is required by 

19 section 382, including activities undertaken at the request 

20 of the Administrator to improve compliance, during the 

21 preceding reporting period. The report shall also contain 

22 an appendix detailing compliance by each agency with sec23 tion 384. 


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1 SEC. 388. JUDICIAL REVIEW. 

2 (a) AGENCY STATEMENTS ON SIGNIFICANT REGU3 LATORY ACTIONS.— 

4 (1) IN GENERAL.—Compliance or noncompli5 ance by any agency with the provisions of section 

6 382, paragraphs (1) and (2) of section 383(a), and 

7 subsections (a) and (b) of section 385 shall be sub8 ject to judicial review in accordance with this sec9 tion. 

10 (2) LIMITED REVIEW OF AGENCY COMPLIANCE

11 OR NONCOMPLIANCE.— 

12 (A) Agency compliance or noncompliance 

13 with the provisions of section 382, paragraphs 

14 (1) and (2) of section 383(a), and subsections 

15 (a) and (b) of section 385 shall be subject to ju16 dicial review under section 706(1) of title 5, 

17 United States Code, and as provided under sub18 paragraph (B). 

19 (B) If an agency fails to prepare the writ20 ten statement (including the preparation of the 

21 estimates, analyses, statements, or descriptions) 

22 under section 382, prepare the written plan 

23 under paragraphs (1) and (2) of section 383(a), 

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1 pare such written statement, prepare such writ2 ten plan, or comply with such section; 

3 (3) REVIEW OF AGENCY RULES.—In any judi4 cial review under any other Federal law of an agency 

5 rule for which a written statement under section 

6 382, a written plan under paragraphs (1) and (2) of 

7 section 383(a), or compliance with subsections (a) 

8 and (b) of section 385 is required, the inadequacy or 

9 failure to prepare such statement (including the in10 adequacy or failure to prepare any estimate, anal11 ysis, statement, or description), to prepare such 

12 written plan, or to comply with such section may be 

13 used as a basis for staying, enjoining, invalidating or 

14 otherwise affecting such agency rule. 

15 (4) CERTAIN INFORMATION AS PART OF

16 RECORD.—Any information generated under section 

17 382, paragraphs (1) and (2) of section 383(a), and 

18 subsections (a) and (b) of section 385 that is part 

19 of the rulemaking record for judicial review under 

20 the provisions of any other Federal law may be con21 sidered as part of the record for judicial review con22 ducted under such other provisions of Federal law. 

23 (5) APPLICATION OF OTHER FEDERAL LAW.— 

24 For any petition under paragraph (2) the provisions 

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1 ters, such as exhaustion of administrative remedies, 

2 the time for and manner of seeking review and 

3 venue, except that if such other Federal law does not 

4 provide a limitation on the time for filing a petition 

5 for judicial review that is less than 180 days, such 

6 limitation shall be 180 days after a final rule is pro7 mulgated by the appropriate agency. 

8 (6) EFFECTIVE DATE.—This subsection shall 

9 apply to any agency rule for which a general notice 

10 of proposed rulemaking is promulgated on or after 

11 the date of the enactment of this Act. 

12 (b) JUDICIAL REVIEW AND RULE OF CONSTRUC13 TION.—Except as provided in subsection (a)— 

14 (1) any estimate, analysis, statement, descrip15 tion or report prepared under this title, and any 

16 compliance or noncompliance with the provisions of 

17 this title, and any determination concerning the ap18 plicability of the provisions of this title shall not be 

19 subject to judicial review; and 

20 (2) no provision of this title shall be construed 

21 to create any right or benefit, substantive or proce22 dural, enforceable by any person in any administra23 tive or judicial action. 


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1 Subtitle H—Enforcement 

2 Coordination 

3 SEC. 391. POLICIES TO MINIMIZE DUPLICATION OF EN4 FORCEMENT EFFORTS. 

5 Each agency (as defined under section 311) shall, not 

6 later than the end of the 90-day period beginning on the 

7 date of the enactment of this Act, implement policies and 

8 procedures— 

9 (1) to minimize duplication of efforts with other 

10 Federal or State authorities when bringing an ad11 ministrative or judicial action against an individual 

12 or entity; 

13 (2) to establish when joint investigations, ad14 ministrative actions, or judicial actions or the coordi15 nation of law enforcement activities are necessary 

16 and appropriate and in the public interest; and 

17 (3) to, in the course of a joint investigation, ad18 ministrative action, or judicial action, establish a 

19 lead agency to avoid duplication of efforts and un20 necessary burdens and to ensure consistent enforce21 ment, as necessary and appropriate and in the pub22 lic interest. 


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1 Subtitle I—Penalties for 

2 Unauthorized Disclosures 

3 SEC. 392. CRIMINAL PENALTY FOR UNAUTHORIZED DIS4 CLOSURES. 

5 Section 165 of the Financial Stability Act of 2010 

6 (12 U.S.C. 5365), as amended by section 151(b)(6)(M), 

7 is further amended by adding at the end the following: 

8 ‘‘(m) CRIMINAL PENALTY FOR UNAUTHORIZED DIS9 CLOSURES.— 

10 ‘‘(1) IN GENERAL.—Any officer or employee of 

11 a Federal department or agency, who by virtue of 

12 such officer or employee’s employment or official po13 sition, has possession of, or access to, agency records 

14 which contain individually identifiable information 

15 submitted pursuant to the requirements of this sec16 tion, the disclosure of which is prohibited by Federal 

17 statute, rule, or regulation, and who knowing that 

18 disclosure of the specific material is so prohibited, 

19 willfully discloses the material in any manner to any 

20 person or agency not entitled to receive it, shall be 

21 guilty of a misdemeanor and fined not more than 

22 $5,000. 

23 ‘‘(2) OBTAINING RECORDS UNDER FALSE PRE24 TENSES.—Any person who knowingly and willfully 

25 requests or obtains information described under 


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1 paragraph (1) from a Federal department or agency 

2 under false pretenses shall be guilty of a mis3 demeanor and fined not more than $5,000. 

4 ‘‘(3) TREATMENT OF DETERMINATIONS.—For 

5 purposes of this subsection, a determination made 

6 under subsection (d) or (i) based on individually 

7 identifiable information submitted pursuant to the 

8 requirements of this section shall be deemed individ9 ually identifiable information, the disclosure of which 

10 is prohibited by Federal statute.’’. 

11 Subtitle J—Stop Settlement Slush 

12 Funds 

13 SEC. 393. LIMITATION ON DONATIONS MADE PURSUANT TO 

14 SETTLEMENT AGREEMENTS TO WHICH CER15 TAIN DEPARTMENTS OR AGENCIES ARE A 

16 PARTY. 

17 (a) LIMITATION ON REQUIRED DONATIONS.—No set18 tlement to which a department or agency is a party may 

19 direct or provide for a payment to any person who is not 

20 a victim of the alleged wrongdoing. 

21 (b) PENALTY.—Any Executive branch official or 

22 agent thereof who enters into or enforces a settlement in 

23 violation of subsection (a), shall be subject to the same 

24 penalties that would apply in the case of a violation of 

25 section 3302 of title 31, United States Code. 


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1 (c) EFFECTIVE DATE.—Subsections (a) and (b) 

2 apply only in the case of a settlement agreement concluded 

3 on or after the date of enactment of this Act. 

4 (d) DEFINITIONS.— 

5 (1) The term ‘‘department or agency’’— 

6 (A) has the meaning given the term ‘‘agen7 cy’’ under section 311; and 

8 (B) means the Department of Housing and 

9 Urban Development, the Department of Jus10 tice, and the Rural Housing Service of the De11 partment of Agriculture. 

12 (2) The term ‘‘settlement agreement’’ means a 

13 settlement agreement resolving a civil action or po14 tential civil action, a plea agreement, a deferred 

15 prosecution agreement, or a non-prosecution agree16 ment. 

17 (3) The term ‘‘payment’’ means a payment or 

18 loan. 

19 (4) The term ‘‘payment to any person who is 

20 not a victim’’ means any payment other than a pay21 ment— 

22 (A) to a person who is party to the lawsuit 

23 or settlement; 

24 (B) that provides restitution for or other25 wise directly remedies actual harm (including to 


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1 the environment) directly and proximately 

2 caused by the party making the payment as a 

3 result of that party’s alleged wrongdoing; 

4 (C) that constitutes payment for services 

5 rendered in connection with the case; or 

6 (D) made pursuant to section 3663 of title 

7 18, United States Code. 

8 TITLE IV—UNLEASHING OPPOR9 TUNITIES FOR SMALL BUSI10 NESSES, INNOVATORS, AND 

11 JOB CREATORS BY FACILI12 TATING CAPITAL FORMATION 

13 Subtitle A—Small Business Merg14 ers, Acquisitions, Sales, and 

15 Brokerage Simplification 

16 SEC. 401. REGISTRATION EXEMPTION FOR MERGER AND 

17 ACQUISITION BROKERS. 

18 Section 15(b) of the Securities Exchange Act of 1934 

19 (15 U.S.C. 78o(b)) is amended by adding at the end the 

20 following: 

21 ‘‘(13) REGISTRATION EXEMPTION FOR MERGER

22 AND ACQUISITION BROKERS.— 

23 ‘‘(A) IN GENERAL.—Except as provided in 

24 subparagraph (B), an M&A broker shall be ex25 empt from registration under this section. 


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1 ‘‘(B) EXCLUDED ACTIVITIES.—An M&A 

2 broker is not exempt from registration under 

3 this paragraph if such broker does any of the 

4 following: 

5 ‘‘(i) Directly or indirectly, in connec6 tion with the transfer of ownership of an 

7 eligible privately held company, receives, 

8 holds, transmits, or has custody of the 

9 funds or securities to be exchanged by the 

10 parties to the transaction. 

11 ‘‘(ii) Engages on behalf of an issuer in 

12 a public offering of any class of securities 

13 that is registered, or is required to be reg14 istered, with the Commission under section 

15 12 or with respect to which the issuer files, 

16 or is required to file, periodic information, 

17 documents, and reports under subsection 

18 (d). 

19 ‘‘(iii) Engages on behalf of any party 

20 in a transaction involving a public shell 

21 company. 

22 ‘‘(C) DISQUALIFICATIONS.—An M&A 

23 broker is not exempt from registration under 

24 this paragraph if such broker is subject to— 


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1 ‘‘(i) suspension or revocation of reg2 istration under paragraph (4); 

3 ‘‘(ii) a statutory disqualification de4 scribed in section 3(a)(39); 

5 ‘‘(iii) a disqualification under the 

6 rules adopted by the Commission under 

7 section 926 of the Investor Protection and 

8 Securities Reform Act of 2010 (15 U.S.C. 

9 77d note); or 

10 ‘‘(iv) a final order described in para11 graph (4)(H). 

12 ‘‘(D) RULE OF CONSTRUCTION.—Nothing 

13 in this paragraph shall be construed to limit 

14 any other authority of the Commission to ex15 empt any person, or any class of persons, from 

16 any provision of this title, or from any provision 

17 of any rule or regulation thereunder. 

18 ‘‘(E) DEFINITIONS.—In this paragraph: 

19 ‘‘(i) CONTROL.—The term ‘control’ 

20 means the power, directly or indirectly, to 

21 direct the management or policies of a 

22 company, whether through ownership of 

23 securities, by contract, or otherwise. There 

24 is a presumption of control for any person 

25 who— 


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1 ‘‘(I) is a director, general part2 ner, member or manager of a limited 

3 liability company, or officer exercising 

4 executive responsibility (or has similar 

5 status or functions); 

6 ‘‘(II) has the right to vote 20 

7 percent or more of a class of voting 

8 securities or the power to sell or direct 

9 the sale of 20 percent or more of a 

10 class of voting securities; or 

11 ‘‘(III) in the case of a partner12 ship or limited liability company, has 

13 the right to receive upon dissolution, 

14 or has contributed, 20 percent or 

15 more of the capital. 

16 ‘‘(ii) ELIGIBLE PRIVATELY HELD

17 COMPANY.—The term ‘eligible privately 

18 held company’ means a privately held com19 pany that meets both of the following con20 ditions: 

21 ‘‘(I) The company does not have 

22 any class of securities registered, or 

23 required to be registered, with the 

24 Commission under section 12 or with 

25 respect to which the company files, or 


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1 is required to file, periodic informa2 tion, documents, and reports under 

3 subsection (d). 

4 ‘‘(II) In the fiscal year ending 

5 immediately before the fiscal year in 

6 which the services of the M&A broker 

7 are initially engaged with respect to 

8 the securities transaction, the com9 pany meets either or both of the fol10 lowing conditions (determined in ac11 cordance with the historical financial 

12 accounting records of the company): 

13 ‘‘(aa) The earnings of the 

14 company before interest, taxes, 

15 depreciation, and amortization 

16 are less than $25,000,000. 

17 ‘‘(bb) The gross revenues of 

18 the company are less than 

19 $250,000,000. 

20 ‘‘(iii) M&A BROKER.—The term ‘M&A 

21 broker’ means a broker, and any person 

22 associated with a broker, engaged in the 

23 business of effecting securities transactions 

24 solely in connection with the transfer of 

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1 pany, regardless of whether the broker acts 

2 on behalf of a seller or buyer, through the 

3 purchase, sale, exchange, issuance, repur4 chase, or redemption of, or a business com5 bination involving, securities or assets of 

6 the eligible privately held company, if the 

7 broker reasonably believes that— 

8 ‘‘(I) upon consummation of the 

9 transaction, any person acquiring se10 curities or assets of the eligible pri11 vately held company, acting alone or 

12 in concert, will control and, directly or 

13 indirectly, will be active in the man14 agement of the eligible privately held 

15 company or the business conducted 

16 with the assets of the eligible privately 

17 held company; and 

18 ‘‘(II) if any person is offered se19 curities in exchange for securities or 

20 assets of the eligible privately held 

21 company, such person will, prior to 

22 becoming legally bound to consum23 mate the transaction, receive or have 

24 reasonable access to the most recent 

25 fiscal year-end financial statements of 


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1 the issuer of the securities as custom2 arily prepared by the management of 

3 the issuer in the normal course of op4 erations and, if the financial state5 ments of the issuer are audited, re6 viewed, or compiled, any related state7 ment by the independent accountant, 

8 a balance sheet dated not more than 

9 120 days before the date of the offer, 

10 and information pertaining to the 

11 management, business, results of op12 erations for the period covered by the 

13 foregoing financial statements, and 

14 material loss contingencies of the 

15 issuer. 

16 ‘‘(iv) PUBLIC SHELL COMPANY.—The 

17 term ‘public shell company’ is a company 

18 that at the time of a transaction with an 

19 eligible privately held company— 

20 ‘‘(I) has any class of securities 

21 registered, or required to be reg22 istered, with the Commission under 

23 section 12 or that is required to file 

24 reports pursuant to subsection (d); 


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1 ‘‘(II) has no or nominal oper2 ations; and 

3 ‘‘(III) has— 

4 ‘‘(aa) no or nominal assets; 

5 ‘‘(bb) assets consisting solely 

6 of cash and cash equivalents; or 

7 ‘‘(cc) assets consisting of 

8 any amount of cash and cash 

9 equivalents and nominal other as10 sets. 

11 ‘‘(F) INFLATION ADJUSTMENT.— 

12 ‘‘(i) IN GENERAL.—On the date that 

13 is 5 years after the date of the enactment 

14 of this paragraph, and every 5 years there15 after, each dollar amount in subparagraph 

16 (E)(ii)(II) shall be adjusted by— 

17 ‘‘(I) dividing the annual value of 

18 the Employment Cost Index For 

19 Wages and Salaries, Private Industry 

20 Workers (or any successor index), as 

21 published by the Bureau of Labor 

22 Statistics, for the calendar year pre23 ceding the calendar year in which the 

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1 cessor) for the calendar year ending 

2 December 31, 2012; and 

3 ‘‘(II) multiplying such dollar 

4 amount by the quotient obtained 

5 under subclause (I). 

6 ‘‘(ii) ROUNDING.—Each dollar 

7 amount determined under clause (i) shall 

8 be rounded to the nearest multiple of 

9 $100,000.’’. 

10 SEC. 402. EFFECTIVE DATE. 

11 This subtitle and any amendment made by this sub12 title shall take effect on the date that is 90 days after 

13 the date of the enactment of this Act. 

14 Subtitle B—Encouraging Employee 

15 Ownership 

16 SEC. 406. INCREASED THRESHOLD FOR DISCLOSURES RE17 LATING TO COMPENSATORY BENEFIT PLANS. 

18 Not later than 60 days after the date of the enact19 ment of this Act, the Securities and Exchange Commission 

20 shall revise section 230.701(e) of title 17, Code of Federal 

21 Regulations, so as to increase from $5,000,000 to 

22 $20,000,000 the aggregate sales price or amount of secu23 rities sold during any consecutive 12-month period in ex24 cess of which the issuer is required under such section to 

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1 sion shall index for inflation such aggregate sales price 

2 or amount every 5 years to reflect the change in the Con3 sumer Price Index for All Urban Consumers published by 

4 the Bureau of Labor Statistics, rounding to the nearest 

5 $1,000,000. 

6 Subtitle C—Small Company 

7 Disclosure Simplification 

8 SEC. 411. EXEMPTION FROM XBRL REQUIREMENTS FOR 

9 EMERGING GROWTH COMPANIES AND OTHER 

10 SMALLER COMPANIES. 

11 (a) EXEMPTION FOR EMERGING GROWTH COMPA12 NIES.—Emerging growth companies are exempted from 

13 the requirements to use Extensible Business Reporting 

14 Language (XBRL) for financial statements and other 

15 periodic reporting required to be filed with the Commis16 sion under the securities laws. Such companies may elect 

17 to use XBRL for such reporting. 

18 (b) EXEMPTION FOR OTHER SMALLER COMPA19 NIES.—Issuers with total annual gross revenues of less 

20 than $250,000,000 are exempt from the requirements to 

21 use XBRL for financial statements and other periodic re22 porting required to be filed with the Commission under 

23 the securities laws. Such issuers may elect to use XBRL 

24 for such reporting. An exemption under this subsection 

25 shall continue in effect until— 


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1 (1) the date that is five years after the date of 

2 enactment of this Act; or 

3 (2) the date that is two years after a deter4 mination by the Commission, by order after con5 ducting the analysis required by section 3, that the 

6 benefits of such requirements to such issuers out7 weigh the costs, but no earlier than three years after 

8 enactment of this Act. 

9 (c) MODIFICATIONS TO REGULATIONS.—Not later 

10 than 60 days after the date of enactment of this Act, the 

11 Commission shall revise its regulations under parts 229, 

12 230, 232, 239, 240, and 249 of title 17, Code of Federal 

13 Regulations, to reflect the exemptions set forth in sub14 sections (a) and (b). 

15 SEC. 412. ANALYSIS BY THE SEC. 

16 The Commission shall conduct an analysis of the 

17 costs and benefits to issuers described in section 411(b) 

18 of the requirements to use XBRL for financial statements 

19 and other periodic reporting required to be filed with the 

20 Commission under the securities laws. Such analysis shall 

21 include an assessment of— 

22 (1) how such costs and benefits may differ from 

23 the costs and benefits identified by the Commission 

24 in the order relating to interactive data to improve 


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1 financial reporting (dated January 30, 2009; 74 

2 Fed. Reg. 6776) because of the size of such issuers; 

3 (2) the effects on efficiency, competition, capital 

4 formation, and financing and on analyst coverage of 

5 such issuers (including any such effects resulting 

6 from use of XBRL by investors); 

7 (3) the costs to such issuers of— 

8 (A) submitting data to the Commission in 

9 XBRL; 

10 (B) posting data on the website of the 

11 issuer in XBRL; 

12 (C) software necessary to prepare, submit, 

13 or post data in XBRL; and 

14 (D) any additional consulting services or 

15 filing agent services; 

16 (4) the benefits to the Commission in terms of 

17 improved ability to monitor securities markets, as18 sess the potential outcomes of regulatory alter19 natives, and enhance investor participation in cor20 porate governance and promote capital formation; 

21 and 

22 (5) the effectiveness of standards in the United 

23 States for interactive filing data relative to the 

24 standards of international counterparts. 


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1 SEC. 413. REPORT TO CONGRESS. 

2 Not later than one year after the date of enactment 

3 of this Act, the Commission shall provide the Committee 

4 on Financial Services of the House of Representatives and 

5 the Committee on Banking, Housing, and Urban Affairs 

6 of the Senate a report regarding— 

7 (1) the progress in implementing XBRL report8 ing within the Commission; 

9 (2) the use of XBRL data by Commission offi10 cials; 

11 (3) the use of XBRL data by investors; 

12 (4) the results of the analysis required by sec13 tion 412; and 

14 (5) any additional information the Commission 

15 considers relevant for increasing transparency, de16 creasing costs, and increasing efficiency of regu17 latory filings with the Commission. 

18 SEC. 414. DEFINITIONS. 

19 As used in this subtitle, the terms ‘‘Commission’’, 

20 ‘‘emerging growth company’’, ‘‘issuer’’, and ‘‘securities 

21 laws’’ have the meanings given such terms in section 3 

22 of the Securities Exchange Act of 1934 (15 U.S.C. 78c). 


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1 Subtitle D—Securities and Ex2 change Commission Overpay3 ment Credit 

4 SEC. 416. REFUNDING OR CREDITING OVERPAYMENT OF 

5 SECTION 31 FEES. 

6 (a) IN GENERAL.—Section 31 of the Securities Ex7 change Act of 1934 (15 U.S.C. 78ee) is amended by add8 ing at the end the following: 

9 ‘‘(n) OVERPAYMENT.—If a national securities ex10 change or national securities association pays to the Com11 mission an amount in excess of fees and assessments due 

12 under this section and informs the Commission of such 

13 amount paid in excess within 10 years of the date of the 

14 payment, the Commission shall offset future fees and as15 sessments due by such exchange or association in an 

16 amount equal to such excess amount.’’. 

17 (b) APPLICABILITY.—The amendment made by this 

18 section shall apply to any fees and assessments paid be19 fore, on, or after the date of enactment of this section. 

20 Subtitle E—Fair Access to 

21 Investment Research 

22 SEC. 421. SAFE HARBOR FOR INVESTMENT FUND RE23 SEARCH. 

24 (a) EXPANSION OF THE SAFE HARBOR.—Not later 

25 than the end of the 45-day period beginning on the date 


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1 of enactment of this Act, the Securities and Exchange 

2 Commission shall propose, and not later than the end of 

3 the 120-day period beginning on such date, the Commis4 sion shall adopt, upon such terms, conditions, or require5 ments as the Commission may determine necessary or ap6 propriate in the public interest, for the protection of inves7 tors, and for the promotion of capital formation, revisions 

8 to section 230.139 of title 17, Code of Federal Regula9 tions, to provide that a covered investment fund research 

10 report that is published or distributed by a broker or deal11 er— 

12 (1) shall be deemed, for purposes of sections 

13 2(a)(10) and 5(c) of the Securities Act of 1933 (15 

14 U.S.C. 77b(a)(10), 77e(c)), not to constitute an 

15 offer for sale or an offer to sell a security that is the 

16 subject of an offering pursuant to a registration 

17 statement that is effective, even if the broker or 

18 dealer is participating or will participate in the reg19 istered offering of the covered investment fund’s se20 curities; and 

21 (2) shall be deemed to satisfy the conditions of 

22 subsection (a)(1) or (a)(2) of section 230.139 of title 

23 17, Code of Federal Regulations, or any successor 

24 provisions, for purposes of the Commission’s rules 


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1 and regulations under the Federal securities laws 

2 and the rules of any self-regulatory organization. 

3 (b) IMPLEMENTATION OF SAFE HARBOR.—In imple4 menting the safe harbor pursuant to subsection (a), the 

5 Commission shall— 

6 (1) not, in the case of a covered investment 

7 fund with a class of securities in substantially con8 tinuous distribution, condition the safe harbor on 

9 whether the broker’s or dealer’s publication or dis10 tribution of a covered investment fund research re11 port constitutes such broker’s or dealer’s initiation 

12 or reinitiation of research coverage on such covered 

13 investment fund or its securities; 

14 (2) not— 

15 (A) require the covered investment fund to 

16 have been registered as an investment company 

17 under the Investment Company Act of 1940 

18 (15 U.S.C. 80a–1 et seq.) or subject to the re19 porting requirements of section 13 or 15(d) of 

20 the Securities Exchange Act of 1934 (15 

21 U.S.C. 78m, 78o(d)) for any period exceeding 

22 the period of time referenced under paragraph 

23 (a)(1)(i)(A)(1) of section 230.139 of title 17, 

24 Code of Federal Regulations; or 


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1 (B) impose a minimum float provision ex2 ceeding that referenced in paragraph 

3 (a)(1)(i)(A)(1)(i) of section 230.139 of title 17, 

4 Code of Federal Regulations; 

5 (3) provide that a self-regulatory organization 

6 may not maintain or enforce any rule that would— 

7 (A) prohibit the ability of a member to 

8 publish or distribute a covered investment fund 

9 research report solely because the member is 

10 also participating in a registered offering or 

11 other distribution of any securities of such cov12 ered investment fund; or 

13 (B) prohibit the ability of a member to 

14 participate in a registered offering or other dis15 tribution of securities of a covered investment 

16 fund solely because the member has published 

17 or distributed a covered investment fund re18 search report about such covered investment 

19 fund or its securities; and 

20 (4) provide that a covered investment fund re21 search report shall not be subject to section 24(b) of 

22 the Investment Company Act of 1940 (15 U.S.C. 

23 80a–24(b)) or the rules and regulations thereunder, 

24 except that such report may still be subject to such 

25 section and the rules and regulations thereunder to 


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1 the extent that it is otherwise not subject to the con2 tent standards in the rules of any self-regulatory or3 ganization related to research reports, including 

4 those contained in the rules governing communica5 tions with the public regarding investment compa6 nies or substantially similar standards. 

7 (c) RULES OF CONSTRUCTION.—Nothing in this Act 

8 shall be construed as in any way limiting— 

9 (1) the applicability of the antifraud or 

10 antimanipulation provisions of the Federal securities 

11 laws and rules adopted thereunder to a covered in12 vestment fund research report, including section 17 

13 of the Securities Act of 1933 (15 U.S.C. 77q), sec14 tion 34(b) of the Investment Company Act of 1940 

15 (15 U.S.C. 80a–33), and sections 9 and 10 of the 

16 Securities Exchange Act of 1934 (15 U.S.C. 78i, 

17 78j); or 

18 (2) the authority of any self-regulatory organi19 zation to examine or supervise a member’s practices 

20 in connection with such member’s publication or dis21 tribution of a covered investment fund research re22 port for compliance with applicable provisions of the 

23 Federal securities laws or self-regulatory organiza24 tion rules related to research reports, including those 


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1 contained in rules governing communications with 

2 the public. 

3 (d) INTERIM EFFECTIVENESS OF SAFE HARBOR.— 

4 (1) IN GENERAL.—From and after the 120-day 

5 period beginning on the date of enactment of this 

6 Act, if the Commission has not adopted revisions to 

7 section 230.139 of title 17, Code of Federal Regula8 tions, as required by subsection (a), and until such 

9 time as the Commission has done so, a broker or 

10 dealer distributing or publishing a covered invest11 ment fund research report after such date shall be 

12 able to rely on the provisions of section 230.139 of 

13 title 17, Code of Federal Regulations, and the 

14 broker or dealer’s publication of such report shall be 

15 deemed to satisfy the conditions of subsection (a)(1) 

16 or (a)(2) of section 230.139 of title 17, Code of Fed17 eral Regulations, if the covered investment fund that 

18 is the subject of such report satisfies the reporting 

19 history requirements (without regard to Form S–3 

20 or Form F–3 eligibility) and minimum float provi21 sions of such subsections for purposes of the Com22 mission’s rules and regulations under the Federal 

23 securities laws and the rules of any self-regulatory 

24 organization, as if revised and implemented in ac25 cordance with subsections (a) and (b). 


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1 (2) STATUS OF COVERED INVESTMENT FUND.— 

2 After such period and until the Commission has 

3 adopted revisions to section 230.139 and FINRA 

4 has revised rule 2210, for purposes of subsection 

5 (c)(7)(O) of such rule, a covered investment fund 

6 shall be deemed to be a security that is listed on a 

7 national securities exchange and that is not subject 

8 to section 24(b) of the Investment Company Act of 

9 1940 (15 U.S.C. 80a–24(b)). Communications con10 cerning only covered investment funds that fall with11 in the scope of such section shall not be required to 

12 be filed with FINRA. 

13 (e) DEFINITIONS.—For purposes of this section: 

14 (1) The term ‘‘covered investment fund re15 search report’’ means a research report published or 

16 distributed by a broker or dealer about a covered in17 vestment fund or any securities issued by the cov18 ered investment fund, but not including a research 

19 report to the extent that it is published or distrib20 uted by the covered investment fund or any affiliate 

21 of the covered investment fund. 

22 (2) The term ‘‘covered investment fund’’ 

23 means— 

24 (A) an investment company registered 

25 under, or that has filed an election to be treated 


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1 as a business development company under, the 

2 Investment Company Act of 1940 and that has 

3 filed a registration statement under the Securi4 ties Act of 1933 for the public offering of a 

5 class of its securities, which registration state6 ment has been declared effective by the Com7 mission; and 

8 (B) a trust or other person— 

9 (i) issuing securities in an offering 

10 registered under the Securities Act of 1933 

11 and which class of securities is listed for 

12 trading on a national securities exchange; 

13 (ii) the assets of which consist pri14 marily of commodities, currencies, or deriv15 ative instruments that reference commod16 ities or currencies, or interests in the fore17 going; and 

18 (iii) that provides in its registration 

19 statement under the Securities Act of 1933 

20 that a class of its securities are purchased 

21 or redeemed, subject to conditions or limi22 tations, for a ratable share of its assets. 

23 (3) The term ‘‘FINRA’’ means the Financial 

24 Industry Regulatory Authority. 


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1 (4) The term ‘‘research report’’ has the mean2 ing given that term under section 2(a)(3) of the Se3 curities Act of 1933 (15 U.S.C. 77b(a)(3)), except 

4 that such term shall not include an oral communica5 tion. 

6 (5) The term ‘‘self-regulatory organization’’ has 

7 the meaning given to that term under section 

8 3(a)(26) of the Securities Exchange Act of 1934 (15 

9 U.S.C. 78c(a)(26)). 

10 Subtitle F—Accelerating Access to 

11 Capital 

12 SEC. 426. EXPANDED ELIGIBILITY FOR USE OF FORM S–3. 

13 Not later than 45 days after the date of the enact14 ment of this Act, the Securities and Exchange Commission 

15 shall revise Form S–3— 

16 (1) so as to permit securities to be registered 

17 pursuant to General Instruction I.B.1. of such form 

18 provided that either— 

19 (A) the aggregate market value of the vot20 ing and non-voting common equity held by non21 affiliates of the registrant is $75,000,000 or 

22 more; or 

23 (B) the registrant has at least one class of 

24 common equity securities listed and registered 

25 on a national securities exchange; and 


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1 (2) so as to remove the requirement of para2 graph (c) from General Instruction I.B.6. of such 

3 form. 

4 Subtitle G—Enhancing the RAISE 

5 Act 

6 SEC. 431. CERTAIN ACCREDITED INVESTOR TRANS7 ACTIONS. 

8 Section 4 of the Securities Act of 1933 (15 U.S.C. 

9 77d) is amended— 

10 (1) by amending subsection (d) to read as fol11 lows: 

12 ‘‘(d)(1) The transactions referred to in subsection 

13 (a)(7) are transactions where— 

14 ‘‘(A) each purchaser is an accredited inves15 tor, as that term is defined in section 

16 230.501(a) of title 17, Code of Federal Regula17 tions (or any successor thereto); and 

18 ‘‘(B) if any securities sold in reliance on 

19 subsection (a)(7) are offered by means of any 

20 general solicitation or general advertising, all 

21 such sales are made through a platform avail22 able only to accredited investors. 

23 ‘‘(2) Securities sold in reliance on subsection (a)(7) 

24 shall be deemed to have been acquired in a transaction 

25 not involving any public offering. 


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1 ‘‘(3) The exemption provided by this subsection shall 

2 not be available for a transaction where the seller is— 

3 ‘‘(A) an issuer, its subsidiaries or parent; 

4 ‘‘(B) an underwriter acting on behalf of the 

5 issuer, its subsidiaries or parent, which receives com6 pensation from the issuer with respect to such sale; 

7 or 

8 ‘‘(C) a dealer. 

9 ‘‘(4) A transaction meeting the requirements of this 

10 subsection shall be deemed not to be a distribution for 

11 purposes of section 2(a)(11).’’; and 

12 (2) by striking subsection (e). 

13 Subtitle H—Small Business Credit 

14 Availability 

15 SEC. 436. BUSINESS DEVELOPMENT COMPANY OWNERSHIP 

16 OF SECURITIES OF INVESTMENT ADVISERS 

17 AND CERTAIN FINANCIAL COMPANIES. 

18 (a) IN GENERAL.—Section 60 of the Investment 

19 Company Act of 1940 (15 U.S.C. 80a–59) is amended— 

20 (1) by striking ‘‘Notwithstanding’’ and insert21 ing ‘‘(a) Notwithstanding’’; 

22 (2) by striking ‘‘except that the Commission 

23 shall not’’ and inserting the following: ‘‘except 

24 that— 


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1 ‘‘(1) section 12 shall not apply to the pur2 chasing, otherwise acquiring, or holding by a busi3 ness development company of any security issued by, 

4 or any other interest in the business of, any person 

5 who is an investment adviser registered under title 

6 II of this Act, who is an investment adviser to an 

7 investment company, or who is an eligible portfolio 

8 company; and 

9 ‘‘(2) the Commission shall not’’; 

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

11 ‘‘(b) Nothing in this section shall prevent the Com12 mission from issuing rules to address potential conflicts 

13 of interest between business development companies and 

14 investment advisers.’’. 

15 (b) DEFINITION OF ELIGIBLE PORTFOLIO COM16 PANY.—Section 2(a)(46)(B) of the Investment Company 

17 Act of 1940 (15 U.S.C. 80a–2(a)(46)(B)) is amended by 

18 inserting before the semicolon the following: ‘‘(unless it 

19 is described in paragraph (2), (3), (4), (5), (6), or (9) of 

20 such section)’’. 

21 (c) INVESTMENT THRESHOLD.—Section 55(a) of the 

22 Investment Company Act of 1940 is amended by inserting 

23 before the colon the following: ‘‘, provided that no more 

24 than 50 percent of its total assets are assets described 

25 in section 3(c)’’. 


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1 SEC. 437. EXPANDING ACCESS TO CAPITAL FOR BUSINESS 

2 DEVELOPMENT COMPANIES. 

3 (a) IN GENERAL.—Section 61(a) of the Investment 

4 Company Act of 1940 (15 U.S.C. 80a–60(a)) is amend5 ed— 

6 (1) by redesignating paragraphs (2) through 

7 (4) as paragraphs (3) through (5), respectively; 

8 (2) by striking paragraph (1) and inserting the 

9 following: 

10 ‘‘(1) Except as provided in paragraph (2), the 

11 asset coverage requirements of subparagraphs (A) 

12 and (B) of section 18(a)(1) (and any related rule 

13 promulgated under this Act) applicable to business 

14 development companies shall be 200 percent. 

15 ‘‘(2) The asset coverage requirements of sub16 paragraphs (A) and (B) of section 18(a)(1) and of 

17 subparagraphs (A) and (B) of section 18(a)(2) (and 

18 any related rule promulgated under this Act) appli19 cable to a business development company shall be 

20 150 percent if— 

21 ‘‘(A) within five business days of the ap22 proval of the adoption of the asset coverage re23 quirements described in clause (ii), the business 

24 development company discloses such approval 

25 and the date of its effectiveness in a Form 8- 

26 K filed with the Commission and in a notice on 


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1 its website and discloses in its periodic filings 

2 made under section 13 of the Securities and 

3 Exchange Act of 1934 (15 U.S.C. 78m)— 

4 ‘‘(i) the aggregate value of the senior 

5 securities issued by such company and the 

6 asset coverage percentage as of the date of 

7 such company’s most recent financial 

8 statements; and 

9 ‘‘(ii) that such company has adopted 

10 the asset coverage requirements of this 

11 subparagraph and the effective date of 

12 such requirements; 

13 ‘‘(B) with respect to a business develop14 ment company that issues equity securities that 

15 are registered on a national securities exchange, 

16 the periodic filings of the company under sec17 tion 13(a) of the Securities Exchange Act of 

18 1934 (15 U.S.C. 78m) include disclosures rea19 sonably designed to ensure that shareholders 

20 are informed of— 

21 ‘‘(i) the amount of indebtedness and 

22 asset coverage ratio of the company, deter23 mined as of the date of the financial state24 ments of the company dated on or most re25 cently before the date of such filing; and 


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1 ‘‘(ii) the principal risk factors associ2 ated with such indebtedness, to the extent 

3 such risk is incurred by the company; and 

4 ‘‘(C)(i) the application of this paragraph to 

5 the company is approved by the required major6 ity (as defined in section 57(o)) of the directors 

7 of or general partners of such company who are 

8 not interested persons of the business develop9 ment company, which application shall become 

10 effective on the date that is 1 year after the 

11 date of the approval, and, with respect to a 

12 business development company that issues eq13 uity securities that are not registered on a na14 tional securities exchange, the company extends, 

15 to each person who is a shareholder as of the 

16 date of the approval, an offer to repurchase the 

17 equity securities held by such person as of such 

18 approval date, with 25 percent of such securi19 ties to be repurchased in each of the four quar20 ters following such approval date; or 

21 ‘‘(ii) the company obtains, at a special or 

22 annual meeting of shareholders or partners at 

23 which a quorum is present, the approval of 

24 more than 50 percent of the votes cast of the 

25 application of this paragraph to the company, 


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1 which application shall become effective on the 

2 date immediately after the date of the ap3 proval.’’; 

4 (3) in paragraph (3) (as redesignated), by in5 serting ‘‘or which is a stock’’ after ‘‘indebtedness’’; 

6 (4) in subparagraph (A) of paragraph (4) (as 

7 redesignated)— 

8 (A) in the matter preceding clause (i), by 

9 striking ‘‘voting’’; and 

10 (B) by amending clause (iii) to read as fol11 lows: 

12 ‘‘(iii) the exercise or conversion price 

13 at the date of issuance of such warrants, 

14 options, or rights is not less than— 

15 ‘‘(I) the market value of the se16 curities issuable upon the exercise of 

17 such warrants, options, or rights at 

18 the date of issuance of such warrants, 

19 options, or rights; or 

20 ‘‘(II) if no such market value ex21 ists, the net asset value of the securi22 ties issuable upon the exercise of such 

23 warrants, options, or rights at the 

24 date of issuance of such warrants, op25 tions, or rights; and’’; and 


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1 (5) by adding at the end the following: 

2 ‘‘(6)(A) Except as provided in subparagraph 

3 (B), the following shall not apply to a business de4 velopment company: 

5 ‘‘(i) Subparagraphs (C) and (D) of section 

6 18(a)(2). 

7 ‘‘(ii) Subparagraph (E) of section 18(a)(2), 

8 to the extent such subparagraph requires any 

9 priority over any other class of stock as to dis10 tribution of assets upon liquidation. 

11 ‘‘(iii) With respect to a senior security 

12 which is a stock, subsections (c) and (i) of sec13 tion 18. 

14 ‘‘(B) Subparagraph (A) shall not apply with re15 spect to preferred stock issued to a person who is 

16 not known by the company to be a qualified institu17 tional buyer (as defined in section 3(a) of the Secu18 rities Exchange Act of 1934).’’. 

19 (b) CONFORMING AMENDMENTS.—The Investment 

20 Company Act of 1940 (15 U.S.C. 80a–1 et seq.) is amend21 ed— 

22 (1) in section 57— 

23 (A) in subsection (j)(1), by striking ‘‘sec24 tion 61(a)(3)(B)’’ and inserting ‘‘section 

25 61(a)(4)(B)’’; and 


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1 (B) in subsection (n)(2), by striking ‘‘sec2 tion 61(a)(3)(B)’’ and inserting ‘‘section 

3 61(a)(4)(B)’’; and 

4 (2) in section 63(3), by striking ‘‘section 

5 61(a)(3)’’ and inserting ‘‘section 61(a)(4)’’. 

6 SEC. 438. PARITY FOR BUSINESS DEVELOPMENT COMPA7 NIES REGARDING OFFERING AND PROXY 

8 RULES. 

9 (a) REVISION TO RULES.—Not later than 1 year 

10 after the date of enactment of this Act, the Securities and 

11 Exchange Commission shall revise any rules to the extent 

12 necessary to allow a business development company that 

13 has filed an election pursuant to section 54 of the Invest14 ment Company Act of 1940 (15 U.S.C. 80a–53) to use 

15 the securities offering and proxy rules that are available 

16 to other issuers that are required to file reports under sec17 tion 13 or section 15(d) of the Securities Exchange Act 

18 of 1934 (15 U.S.C. 78m; 78o(d)). Any action that the 

19 Commission takes pursuant to this subsection shall in20 clude the following: 

21 (1) The Commission shall revise rule 405 under 

22 the Securities Act of 1933 (17 C.F.R. 230.405)— 

23 (A) to remove the exclusion of a business 

24 development company from the definition of a 


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1 well-known seasoned issuer provided by that 

2 rule; and 

3 (B) to add registration statements filed on 

4 Form N–2 to the definition of automatic shelf 

5 registration statement provided by that rule. 

6 (2) The Commission shall revise rules 168 and 

7 169 under the Securities Act of 1933 (17 C.F.R. 

8 230.168 and 230.169) to remove the exclusion of a 

9 business development company from an issuer that 

10 can use the exemptions provided by those rules. 

11 (3) The Commission shall revise rules 163 and 

12 163A under the Securities Act of 1933 (17 C.F.R. 

13 230.163 and 230.163A) to remove a business devel14 opment company from the list of issuers that are in15 eligible to use the exemptions provided by those 

16 rules. 

17 (4) The Commission shall revise rule 134 under 

18 the Securities Act of 1933 (17 C.F.R. 230.134) to 

19 remove the exclusion of a business development com20 pany from that rule. 

21 (5) The Commission shall revise rules 138 and 

22 139 under the Securities Act of 1933 (17 C.F.R. 

23 230.138 and 230.139) to specifically include a busi24 ness development company as an issuer to which 

25 those rules apply. 


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1 (6) The Commission shall revise rule 164 under 

2 the Securities Act of 1933 (17 C.F.R. 230.164) to 

3 remove a business development company from the 

4 list of issuers that are excluded from that rule. 

5 (7) The Commission shall revise rule 433 under 

6 the Securities Act of 1933 (17 C.F.R. 230.433) to 

7 specifically include a business development company 

8 that is a well-known seasoned issuer as an issuer to 

9 which that rule applies. 

10 (8) The Commission shall revise rule 415 under 

11 the Securities Act of 1933 (17 C.F.R. 230.415)— 

12 (A) to state that the registration for secu13 rities provided by that rule includes securities 

14 registered by a business development company 

15 on Form N–2; and 

16 (B) to provide an exception for a business 

17 development company from the requirement 

18 that a Form N–2 registrant must furnish the 

19 undertakings required by item 34.4 of Form N– 

20 2. 

21 (9) The Commission shall revise rule 497 under 

22 the Securities Act of 1933 (17 C.F.R. 230.497) to 

23 include a process for a business development com24 pany to file a form of prospectus that is parallel to 


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1 the process for filing a form of prospectus under 

2 rule 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 

9 under the Securities Act of 1933 (17 C.F.R. 

10 230.418) to provide that a business development 

11 company that would otherwise meet the eligibility re12 quirements of General Instruction I.A of Form S–3 

13 shall be exempt from paragraph (a)(3) of that rule. 

14 (12) The Commission shall revise rule 14a–101 

15 under the Securities Exchange Act of 1934 (17 

16 C.F.R. 240.14a–101) to provide that a business de17 velopment company that would otherwise meet the 

18 requirements of General Instruction I.A of Form S– 

19 3 shall be deemed to meet the requirements of Form 

20 S–3 for purposes of Schedule 14A. 

21 (13) The Commission shall revise rule 103 

22 under Regulation FD (17 C.F.R. 243.103) to pro23 vide that paragraph (a) of that rule applies for pur24 poses of 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 

3 shall 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 incor8 porate by reference its reports and documents filed 

9 under the Securities Exchange Act of 1934 into its 

10 registration 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 

14 S–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 

19 the revisions required by subsections (a) and (b) by the 

20 time required by such subsections, a business development 

21 company shall be entitled to treat such revisions as having 

22 been completed in accordance with the actions required to 

23 be 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 fol9 lowing: 

10 ‘‘(d) TEMPORARY EXEMPTION FOR LOW-REVENUE

11 ISSUERS.— 

12 ‘‘(1) LOW-REVENUE EXEMPTION.—Subsection 

13 (b) shall not apply with respect to an audit report 

14 prepared for an issuer that— 

15 ‘‘(A) ceased to be an emerging growth 

16 company on the last day of the fiscal year of 

17 the issuer following the fifth anniversary of the 

18 date of the first sale of common equity securi19 ties of the issuer pursuant to an effective reg20 istration statement under the Securities Act of 

21 1933; 

22 ‘‘(B) had average annual gross revenues of 

23 less than $50,000,000 as of its most recently 

24 completed fiscal year; and 

25 ‘‘(C) is not a large accelerated filer. 


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1 ‘‘(2) EXPIRATION OF TEMPORARY EXEMP2 TION.—An issuer ceases to be eligible for the exemp3 tion described under paragraph (1) at the earliest 

4 of— 

5 ‘‘(A) the last day of the fiscal year of the 

6 issuer following the tenth anniversary of the 

7 date of the first sale of common equity securi8 ties of the issuer pursuant to an effective reg9 istration statement under the Securities Act of 

10 1933; 

11 ‘‘(B) the last day of the fiscal year of the 

12 issuer during which the average annual gross 

13 revenues of the issuer exceed $50,000,000; or 

14 ‘‘(C) the date on which the issuer becomes 

15 a large accelerated filer. 

16 ‘‘(3) DEFINITIONS.—For purposes of this sub17 section: 

18 ‘‘(A) AVERAGE ANNUAL GROSS REVE19 NUES.—The term ‘average annual gross reve20 nues’ means the total gross revenues of an 

21 issuer over its most recently completed three 

22 fiscal years divided by three. 

23 ‘‘(B) EMERGING GROWTH COMPANY.—The 

24 term ‘emerging growth company’ has the meanVerDate Sep 11 2014 02:32 Apr 27, 2017 Jkt 069200 PO 00000 Frm 00221 Fmt 6652 Sfmt 6201 E:\BILLS\H10.IH H10

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1 ing given such term under section 3 of the Se2 curities Exchange Act of 1934 (15 U.S.C. 78c). 

3 ‘‘(C) LARGE ACCELERATED FILER.—The 

4 term ‘large accelerated filer’ has the meaning 

5 given that term under section 240.12b–2 of title 

6 17, Code of Federal Regulations, or any suc7 cessor thereto.’’. 

8 Subtitle J—Small Business Capital 

9 Formation Enhancement 

10 SEC. 446. ANNUAL REVIEW OF GOVERNMENT-BUSINESS 

11 FORUM ON CAPITAL FORMATION. 

12 Section 503 of the Small Business Investment Incen13 tive Act of 1980 (15 U.S.C. 80c–1) is amended by adding 

14 at the end the following: 

15 ‘‘(e) The Commission shall— 

16 ‘‘(1) review the findings and recommendations 

17 of the forum; and 

18 ‘‘(2) each time the forum submits a finding or 

19 recommendation to the Commission, promptly issue 

20 a public statement— 

21 ‘‘(A) assessing the finding or recommenda22 tion of the forum; and 

23 ‘‘(B) disclosing the action, if any, the Com24 mission intends to take with respect to the find25 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 inter7 ested in investing personal capital in early-stage 

8 companies; 

9 (2) holds regular meetings and has defined 

10 processes and procedures for making investment de11 cisions, either individually or among the membership 

12 of the 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 Ex18 change Commission shall revise Regulation D of its rules 

19 (17 C.F.R. 230.500 et seq.) to require that in carrying 

20 out the prohibition against general solicitation or general 

21 advertising contained in section 230.502(c) of title 17, 

22 Code of Federal Regulations, the prohibition shall not 

23 apply to a presentation or other communication made by 

24 or on behalf 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 

13 the Securities and Exchange Commission may 

14 determine 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 rec20 ommendations or provide investment advice to 

21 event attendees; 

22 (B) does not engage in an active role in 

23 any investment negotiations between the issuer 

24 and investors attending the event; 


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1 (C) does not charge event attendees any 

2 fees other than administrative fees; and 

3 (D) does not receive any compensation 

4 with respect to such event that would require 

5 registration of the sponsor as a broker or a 

6 dealer under the Securities Exchange Act of 

7 1934, or as an investment advisor under the In8 vestment Advisers Act of 1940; and 

9 (4) where no specific information regarding an 

10 offering of securities by the issuer is communicated 

11 or distributed by or on behalf of the issuer, other 

12 than— 

13 (A) that the issuer is in the process of of14 fering securities or planning to offer securities; 

15 (B) the type and amount of securities 

16 being offered; 

17 (C) the amount of securities being offered 

18 that have already been subscribed for; and 

19 (D) the intended use of proceeds of the of20 fering. 

21 (b) RULE OF CONSTRUCTION.—Subsection (a) may 

22 only be construed as requiring the Securities and Ex23 change Commission to amend the requirements of Regula24 tion D with respect to presentations and communications, 

25 and not 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 

4 6 of the Securities Exchange Act of 1934 (15 U.S.C. 78f) 

5 is 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 list10 ing tier of such exchange to be treated) as a 

11 venture exchange by notifying the Commission 

12 of such election, either at the time the exchange 

13 applies to be registered as a national securities 

14 exchange or after registering as a national secu15 rities exchange. 

16 ‘‘(B) DETERMINATION TIME PERIOD.— 

17 With respect to a securities exchange electing to 

18 be treated (or for a listing tier of such exchange 

19 to be treated) as a venture exchange— 

20 ‘‘(i) at the time the exchange applies 

21 to 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 


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1 of providing continuous trading of the venture 

2 security; and 

3 ‘‘(E) may not extend unlisted trading 

4 privileges to any venture security. 

5 ‘‘(3) EXEMPTIONS FROM CERTAIN NATIONAL

6 SECURITY 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 

10 Regulations; 

11 ‘‘(B) comply with any of sections 242.300 

12 through 242.303 of title 17, Code of Federal 

13 Regulations; 

14 ‘‘(C) submit any data to a securities infor15 mation processor; or 

16 ‘‘(D) use decimal pricing. 

17 ‘‘(4) TREATMENT OF CERTAIN EXEMPTED SE18 CURITIES.—A security that is exempt from registra19 tion pursuant to section 3(b) of the Securities Act 

20 of 1933 shall be exempt from section 12(a) of this 

21 title with respect to the trading of such security on 

22 a venture exchange, if the issuer of such security is 

23 in compliance with all disclosure obligations of such 

24 section 3(b) and the regulations issued under such 

25 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 

13 in the Consumer Price Index for All 

14 Urban Consumers published by the 

15 Bureau of Labor Statistics, setting 

16 the threshold to the nearest 

17 $1,000,000) or less. 

18 ‘‘(ii) TREATMENT WHEN MARKET

19 CAPITALIZATION EXCEEDS THRESHOLD.— 

20 ‘‘(I) IN GENERAL.—In the case 

21 of an issuer that is an early-stage, 

22 growth company the securities of 

23 which are traded on a venture ex24 change, such issuer shall not cease to 

25 be an early-stage, growth company by 


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1 reason of the market capitalization of 

2 such issuer exceeding the threshold 

3 specified in clause (i)(II) until the end 

4 of the period of 24 consecutive 

5 months during which the market cap6 italization of such issuer exceeds 

7 $2,000,000,000 (as such amount is 

8 indexed for inflation every 5 years by 

9 the Commission to reflect the change 

10 in the Consumer Price Index for All 

11 Urban Consumers published by the 

12 Bureau of Labor Statistics, setting 

13 the threshold to the nearest 

14 $1,000,000). 

15 ‘‘(II) EXEMPTIONS.—If an issuer 

16 would cease to be an early-stage, 

17 growth company under subclause (I), 

18 the venture exchange may, at the re19 quest of the issuer, exempt the issuer 

20 from the market capitalization re21 quirements of this subparagraph for 

22 the 1-year period that begins on the 

23 day after the end of the 24-month pe24 riod described in such subclause. The 

25 venture exchange may, at the request 


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1 of the issuer, extend the exemption for 

2 1 additional year. 

3 ‘‘(B) VENTURE SECURITY.—The term 

4 ‘venture security’ means— 

5 ‘‘(i) securities of an early-stage, 

6 growth company that are exempt from reg7 istration pursuant to section 3(b) of the 

8 Securities Act of 1933; and 

9 ‘‘(ii) securities of an emerging growth 

10 company.’’. 

11 (b) SECURITIES ACT OF 1933.—Section 18(b)(1) of 

12 the Securities Act of 1933 (15 U.S.C. 77r(b)(1)) is 

13 amended— 

14 (1) in subparagraph (B), by striking ‘‘or’’ at 

15 the end; 

16 (2) in subparagraph (C), by striking the period 

17 and inserting ‘‘; or’’; and 

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

19 ‘‘(D) a venture security, as defined under 

20 section 6(m)(5) of the Securities Exchange Act 

21 of 1934.’’. 

22 (c) SENSE OF CONGRESS.—It is the sense of the Con23 gress that the Securities and Exchange Commission 

24 should— 


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1 (1) when necessary or appropriate in the public 

2 interest and consistent with the protection of inves3 tors, make use of the Commission’s general exemp4 tive authority under section 36 of the Securities Ex5 change Act of 1934 (15 U.S.C. 78mm) with respect 

6 to the provisions added by this section; and 

7 (2) if the Commission determines appropriate, 

8 create an Office of Venture Exchanges within the 

9 Commission’s Division of Trading and Markets. 

10 (d) RULE OF CONSTRUCTION.—Nothing in this sec11 tion or the amendments made by this section shall be con12 strued to impair or limit the construction of the antifraud 

13 provisions of the securities laws (as defined in section 3(a) 

14 of the Securities Exchange Act of 1934 (15 U.S.C. 

15 78c(a))) or the authority of the Securities and Exchange 

16 Commission under those provisions. 

17 (e) EFFECTIVE DATE FOR TIERS OF EXISTING NA18 TIONAL SECURITIES EXCHANGES.—In the case of a secu19 rities exchange that is registered as a national securities 

20 exchange under section 6 of the Securities Exchange Act 

21 of 1934 (15 U.S.C. 78f) on the date of the enactment of 

22 this Act, any election for a listing tier of such exchange 

23 to be treated as a venture exchange under subsection (m) 

24 of such section shall not take effect before the date that 

25 is 180 days after such date of enactment. 


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1 Subtitle M—Micro Offering Safe 

2 Harbor 

3 SEC. 461. EXEMPTIONS FOR MICRO-OFFERINGS. 

4 (a) IN GENERAL.—Section 4 of the Securities Act of 

5 1933 (15 U.S.C. 77d) is amended— 

6 (1) in subsection (a), by adding at the end the 

7 following: 

8 ‘‘(8) transactions meeting the requirements of 

9 subsection (e).’’; and 

10 (2) as amended by section 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 

15 controlled by or under common control with the issuer) 

16 that meet all of the following requirements: 

17 ‘‘(1) PRE-EXISTING RELATIONSHIP.—Each pur18 chaser has a substantive pre-existing relationship 

19 with an officer of the issuer, a director of the issuer, 

20 or a shareholder holding 10 percent or more of the 

21 shares of the issuer. 

22 ‘‘(2) 35 OR FEWER PURCHASERS.—There are 

23 no more than, or the issuer reasonably believes that 

24 there are no more than, 35 purchasers of securities 

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1 emption provided under subsection (a)(8) during the 

2 12-month period preceding such transaction. 

3 ‘‘(3) SMALL OFFERING AMOUNT.—The aggre4 gate amount of all securities sold by the issuer, in5 cluding any amount sold in reliance on the exemp6 tion provided under subsection (a)(8), during the 12- 

7 month period preceding such transaction, does not 

8 exceed $500,000.’’. 

9 (b) EXEMPTION UNDER STATE REGULATIONS.—Sec10 tion 18(b)(4) of the Securities Act of 1933 (15 U.S.C. 

11 77r(b)(4)) is amended— 

12 (1) in subparagraph (F), by striking ‘‘or’’ at 

13 the end; 

14 (2) in subparagraph (G), by striking the period 

15 and inserting ‘‘; or’’; and 

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

17 ‘‘(H) section 4(a)(8).’’. 

18 Subtitle N—Private Placement 

19 Improvement 

20 SEC. 466. REVISIONS TO SEC REGULATION D. 

21 Not later than 45 days following the date of the en22 actment of this Act, the Securities and Exchange Commis23 sion shall revise Regulation D (17 C.F.R. 501 et seq.) in 

24 accordance with the following: 


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1 (1) The Commission shall revise Form D filing 

2 requirements to require an issuer offering or selling 

3 securities in reliance on an exemption provided 

4 under Rule 506 of Regulation D to file with the 

5 Commission a single notice of sales containing the 

6 information required by Form D for each new offer7 ing of securities no earlier than 15 days after the 

8 date of the first sale of securities in the offering. 

9 The Commission shall not require such an issuer to 

10 file any notice of sales containing the information re11 quired by Form D except for the single notice de12 scribed in the previous sentence. 

13 (2) The Commission shall make the information 

14 contained in each Form D filing available to the se15 curities commission (or any agency or office per16 forming like functions) of each State and territory of 

17 the United States and the District of Columbia. 

18 (3) The Commission shall not condition the 

19 availability of any exemption for an issuer under 

20 Rule 506 of Regulation D (17 C.F.R. 230.506) on 

21 the issuer’s or any other person’s filing with the 

22 Commission of a Form D or any similar report. 

23 (4) The Commission shall not require issuers to 

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1 ing, except when the Commission requests such ma2 terials pursuant to the Commission’s authority 

3 under section 8A or section 20 of the Securities Act 

4 of 1933 (15 U.S.C. 77h–1 or 77t) or section 9, 

5 10(b), 21A, 21B, or 21C of the Securities Exchange 

6 Act of 1934 (15 U.S.C. 78i, 78j(b), 78u–1, 78u–2, 

7 or 78u–3). 

8 (5) The Commission shall not extend the re9 quirements contained in Rule 156 to private funds. 

10 (6) The Commission shall revise Rule 501(a) of 

11 Regulation D to provide that a person who is a 

12 ‘‘knowledgeable employee’’ of a private fund or the 

13 fund’s investment adviser, as defined in Rule 3c– 

14 5(a)(4) (17 C.F.R. 270.3c–5(a)(4)), shall be an ac15 credited investor for purposes of a Rule 506 offering 

16 of a private fund with respect to which the person 

17 is a knowledgeable employee. 

18 Subtitle O—Supporting America’s 

19 Innovators 

20 SEC. 471. INVESTOR LIMITATION FOR QUALIFYING VEN21 TURE CAPITAL FUNDS. 

22 Section 3(c)(1) of the Investment Company Act of 

23 1940 (15 U.S.C. 80a–3(c)(1)) is amended— 


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1 (1) by inserting after ‘‘one hundred persons’’ 

2 the following: ‘‘(or, with respect to a qualifying ven3 ture capital fund, 500 persons)’’; and 

4 (2) by adding at the end the following: 

5 ‘‘(C) The term ‘qualifying venture capital 

6 fund’ means any venture capital fund (as de7 fined pursuant to section 203(l)(1) of the In8 vestment Advisers Act of 1940 (15 U.S.C. 80b– 

9 3(l)(1)) with no more than $50,000,000 in ag10 gregate capital contributions and uncalled com11 mitted capital, as such dollar amount is annu12 ally adjusted by the Commission to reflect the 

13 change in the Consumer Price Index for All 

14 Urban Consumers published by the Bureau of 

15 Labor Statistics of the Department of Labor.’’. 

16 Subtitle P—Fix Crowdfunding 

17 SEC. 476. CROWDFUNDING EXEMPTION. 

18 (a) SECURITIES ACT OF 1933.—Section 4(a) of the 

19 Securities Act of 1933 (15 U.S.C. 77d) is amended by 

20 striking paragraph (6) and inserting the following: 

21 ‘‘(6) transactions involving the offer or sale of 

22 securities by an issuer, provided that— 

23 ‘‘(A) in the case of a transaction involving 

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1 vestor, such intermediary complies with the re2 quirements under section 4A(a); and 

3 ‘‘(B) in the case of a transaction not in4 volving an intermediary between the issuer and 

5 the investor, the issuer complies with the re6 quirements under section 4A(b).’’. 

7 (b) REQUIREMENTS TO QUALIFY FOR

8 CROWDFUNDING EXEMPTION.—Section 4A of the Securi9 ties Act of 1933 (15 U.S.C. 77d–1) is amended to read 

10 as follows: 

11 ‘‘SEC. 4A. REQUIREMENTS WITH RESPECT TO CERTAIN 

12 SMALL TRANSACTIONS. 

13 ‘‘(a) REQUIREMENTS ON INTERMEDIARIES.—For 

14 purposes of section 4(a)(6), a person acting as an inter15 mediary in a transaction involving the offer or sale of secu16 rities shall comply with the requirements of this subsection 

17 if the intermediary— 

18 ‘‘(1) warns investors, including on the 

19 intermediary’s website used for the offer and sale of 

20 such securities, of the speculative nature generally 

21 applicable to investments in startups, emerging busi22 nesses, and small issuers, including risks in the sec23 ondary market related to illiquidity; 


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1 ‘‘(2) warns investors that they are subject to 

2 the restriction on sales requirement described under 

3 subsection (e); 

4 ‘‘(3) takes reasonable measures to reduce the 

5 risk of fraud with respect to such transaction; 

6 ‘‘(4) registers with the Commission and the Fi7 nancial Industry Regulatory Authority, including by 

8 providing the Commission with the intermediary’s 

9 physical address, website address, and the names of 

10 the intermediary and employees of the intermediary, 

11 and keep such information up-to-date; 

12 ‘‘(5) provides the Commission with continuous 

13 investor-level access to the intermediary’s website; 

14 ‘‘(6) requires each potential investor to answer 

15 questions demonstrating— 

16 ‘‘(A) an understanding of the level of risk 

17 generally applicable to investments in startups, 

18 emerging businesses, and small issuers; 

19 ‘‘(B) an understanding of the risk of 

20 illiquidity; and 

21 ‘‘(C) such other areas as the Commission 

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1 lated party transactions and conflicts of inter2 est; 

3 ‘‘(7) carries out a background check on the 

4 issuer’s principals; 

5 ‘‘(8) provides the Commission and potential in6 vestors with notice of the offering not less than 10 

7 days prior to such offering, not later than the first 

8 day securities are offered to potential investors, in9 cluding— 

10 ‘‘(A) the issuer’s name, legal status, phys11 ical address, and website address; 

12 ‘‘(B) the names of the issuer’s principals; 

13 ‘‘(C) the stated purpose and intended use 

14 of the proceeds of the offering sought by the 

15 issuer; and 

16 ‘‘(D) the target offering amount and the 

17 deadline to reach the target offering amount; 

18 ‘‘(9) outsources cash-management functions to 

19 a qualified third party custodian, such as a broker 

20 or dealer registered under section 15(b)(1) of the 

21 Securities Exchange Act of 1934, a trust company, 

22 or an insured depository institution; 

23 ‘‘(10) makes available on the intermediary’s 

24 website a method of communication that permits the 


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1 issuer and investors to communicate with one an2 other; 

3 ‘‘(11) provides the Commission with a notice 

4 upon completion of the offering, which shall include 

5 the aggregate offering amount and the number of 

6 purchasers; and 

7 ‘‘(b) REQUIREMENTS ON ISSUERS IF NO INTER8 MEDIARY.—For purposes of section 4(a)(6), an issuer who 

9 offers or sells securities without an intermediary shall 

10 comply with the requirements of this subsection if the 

11 issuer— 

12 ‘‘(1) warns investors, including on the issuer’s 

13 website, of the speculative nature generally applica14 ble to investments in startups, emerging businesses, 

15 and small issuers, including risks in the secondary 

16 market related to illiquidity; 

17 ‘‘(2) warns investors that they are subject to 

18 the restriction on sales requirement described under 

19 subsection (e); 

20 ‘‘(3) takes reasonable measures to reduce the 

21 risk of fraud with respect to such transaction; 

22 ‘‘(4) provides the Commission with the issuer’s 

23 physical address, website address, and the names of 

24 the principals and employees of the issuers, and 

25 keeps such information up-to-date; 


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1 ‘‘(5) provides the Commission with continuous 

2 investor-level access to the issuer’s website; 

3 ‘‘(6) requires each potential investor to answer 

4 questions demonstrating— 

5 ‘‘(A) an understanding of the level of risk 

6 generally applicable to investments in startups, 

7 emerging businesses, and small issuers; 

8 ‘‘(B) an understanding of the risk of 

9 illiquidity; and 

10 ‘‘(C) such other areas as the Commission 

11 may determine appropriate by rule or regula12 tion; 

13 ‘‘(7) provides the Commission with notice of the 

14 offering not less than 10 days prior to such offering, 

15 not later than the first day securities are offered to 

16 potential investors, including— 

17 ‘‘(A) the stated purpose and intended use 

18 of the proceeds of the offering sought by the 

19 issuer; and 

20 ‘‘(B) the target offering amount and the 

21 deadline to reach the target offering amount; 

22 ‘‘(8) outsources cash-management functions to 

23 a qualified third party custodian, such as a broker 

24 or dealer registered under section 15(b)(1) of the 


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1 Securities Exchange Act of 1934, a trust company, 

2 or an insured depository institution; 

3 ‘‘(9) makes available on the issuer’s website a 

4 method of communication that permits the issuer 

5 and investors to communicate with one another; 

6 ‘‘(10) does not offer personalized investment 

7 advice; 

8 ‘‘(11) provides the Commission with a notice 

9 upon completion of the offering, which shall include 

10 the aggregate offering amount and the number of 

11 purchasers; and 

12 ‘‘(c) VERIFICATION OF INCOME.—For purposes of 

13 section 4(a)(6), an issuer or intermediary may rely on cer14 tifications as to annual income provided by the person to 

15 whom the securities are sold to verify the investor’s in16 come. 

17 ‘‘(d) INFORMATION AVAILABLE TO STATES.—The 

18 Commission shall make the notices described under sub19 sections (a)(9), (a)(13), (b)(8), and (b)(13) and the infor20 mation described under subsections (a)(4) and (b)(4) 

21 available to the States. 

22 ‘‘(e) RESTRICTION ON SALES.—With respect to a 

23 transaction involving the issuance of securities described 

24 under section 4(a)(6), a purchaser may not transfer such 


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1 securities during the 1-year period beginning on the date 

2 of purchase, unless such securities are sold to— 

3 ‘‘(1) the issuer of such securities; or 

4 ‘‘(2) an accredited investor. 

5 ‘‘(f) CONSTRUCTION.— 

6 ‘‘(1) NO REGISTRATION AS BROKER.—With re7 spect to a transaction described under section 

8 4(a)(6) involving an intermediary, such intermediary 

9 shall not be required to register as a broker under 

10 section 15(a)(1) of the Securities Exchange Act of 

11 1934 solely by reason of participation in such trans12 action. 

13 ‘‘(2) NO PRECLUSION OF OTHER CAPITAL RAIS14 ING.—Nothing in this section or section 4(a)(6) 

15 shall be construed as preventing an issuer from rais16 ing capital through methods not described under 

17 section 4(a)(6).’’. 

18 (c) RULEMAKING.—Not later than 180 days after the 

19 date of enactment of this Act, the Securities and Ex20 change Commission shall issue or revise such rules as may 

21 be necessary to carry out section 4A of the Securities Act 

22 of 1933, ans amended by this Act. In issuing or revising 

23 such rules, the Commission shall consider the costs and 

24 benefits of the action. 


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1 (d) DISQUALIFICATION.—Not later than 180 days 

2 after the date of enactment of this Act, the Securities and 

3 Exchange Commission shall by rule or regulation establish 

4 disqualification provisions under which an issuer shall not 

5 be eligible to utilize the exemption under section 4(a)(6) 

6 of the Securities Act of 1933 (as amended by this Act) 

7 based on the disciplinary history of the issuer or its prede8 cessors, affiliates, officers, directors, or persons fulfilling 

9 similar roles. The Commission shall also establish disquali10 fication provisions under which an intermediary shall not 

11 be eligible to act as an intermediary in connection with 

12 an offering utilizing the exemption under section 4(a)(6) 

13 of the Securities Act of 1933 based on the disciplinary 

14 history of the intermediary or its predecessors, affiliates, 

15 officers, directors, or persons fulfilling similar roles. Such 

16 provisions shall be substantially similar to the disqualifica17 tion provisions contained in the regulations adopted in ac18 cordance with section 926 of the Dodd-Frank Wall Street 

19 Reform and Consumer Protection Act (15 U.S.C. 77d 

20 note). 

21 SEC. 477. EXCLUSION OF CROWDFUNDING INVESTORS 

22 FROM SHAREHOLDER CAP. 

23 Section 12(g)(5) of the Securities Exchange Act of 

24 1934 (15 U.S.C. 78l(g)(5)) is amended— 


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1 (1) by striking ‘‘(5) For the purposes’’ and in2 serting: 

3 ‘‘(5) DEFINITIONS.— 

4 ‘‘(A) IN GENERAL.—For the purposes’’; 

5 and 

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

7 ‘‘(B) EXCLUSION FOR PERSONS HOLDING

8 CERTAIN SECURITIES.—For purposes of this 

9 subsection, securities held by persons who pur10 chase such securities in transactions described 

11 under section 4(a)(6) of the Securities Act of 

12 1933 shall not be deemed to be ‘held of 

13 record’.’’. 

14 SEC. 478. PREEMPTION OF STATE LAW. 

15 (a) IN GENERAL.—Section 18(b)(4)(C) of the Securi16 ties Act of 1933 (15 U.S.C. 77r(b)(4)(C)) is amended by 

17 striking ‘‘section 4(6)’’ and inserting ‘‘section 4(a)(6)’’. 

18 (b) CLARIFICATION OF THE PRESERVATION OF

19 STATE ENFORCEMENT AUTHORITY.— 

20 (1) IN GENERAL.—The amendments made by 

21 subsection (a) relate solely to State registration, doc22 umentation, and offering requirements, as described 

23 under section 18(a) of Securities Act of 1933 (15 

24 U.S.C. 77r(a)), and shall have no impact or limita25 tion on other State authority to take enforcement 


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1 action with regard to an issuer, intermediary, or any 

2 other person or entity using the exemption from reg3 istration provided by section 4(a)(6) of such Act, ex4 cept that a State may not impose any fees under 

5 such authority. 

6 (2) CLARIFICATION OF STATE JURISDICTION

7 OVER UNLAWFUL CONDUCT OF INTERMEDIARIES, 

8 ISSUERS, AND CUSTODIANS.—Section 18(c)(1) of the 

9 Securities Act of 1933 is amended by striking ‘‘in 

10 connection with securities or securities transactions’’ 

11 and all that follows and inserting the following: ‘‘, 

12 in connection with securities or securities trans13 actions, with respect to— 

14 ‘‘(A) fraud or deceit; 

15 ‘‘(B) unlawful conduct by a broker or deal16 er; and 

17 ‘‘(C) with respect to a transaction de18 scribed under section 4(a)(6), unlawful conduct 

19 by an intermediary, issuer, or custodian.’’. 

20 SEC. 479. TREATMENT OF FUNDING PORTALS. 

21 Section 5312(c) of title 31, United States Code, is 

22 amended by adding at the end the following: 

23 ‘‘(2) FUNDING PORTALS NOT INCLUDED IN

24 DEFINITION.—The term ‘financial institution’ (as 

25 defined in subsection (a)) does not include a funding 


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1 portal (as defined under section 3(a) of the Securi2 ties Exchange Act of 1934 (15 U.S.C. 78c(a))).’’. 

3 Subtitle Q—Corporate Governance 

4 Reform and Transparency 

5 SEC. 481. DEFINITIONS. 

6 (a) SECURITIES EXCHANGE ACT OF 1934.—Section 

7 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 

8 78c(a)) is amended by adding at the end the following new 

9 paragraphs: 

10 ‘‘(83) PROXY ADVISORY FIRM.—The term 

11 ‘proxy advisory firm’ means any person who is pri12 marily engaged in the business of providing proxy 

13 voting research, analysis, or recommendations to cli14 ents, which conduct constitutes a solicitation within 

15 the meaning of section 14 and the Commission’s 

16 rules and regulations thereunder, except to the ex17 tent that the person is exempted by such rules and 

18 regulations from requirements otherwise applicable 

19 to persons engaged in a solicitation. 

20 ‘‘(84) PERSON ASSOCIATED WITH A PROXY AD21 VISORY FIRM.—The term ‘person associated with’ a 

22 proxy advisory firm means any partner, officer, or 

23 director of a proxy advisory firm (or any person oc24 cupying a similar status or performing similar func25 tions), any person directly or indirectly controlling, 


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1 controlled by, or under common control with a proxy 

2 advisory firm, or any employee of a proxy advisory 

3 firm, except that persons associated with a proxy ad4 visory firm whose functions are clerical or ministe5 rial shall not be included in the meaning of such 

6 term. The Commission may by rules and regulations 

7 classify, for purposes or any portion or portions of 

8 this Act, persons, including employees controlled by 

9 a proxy advisory firm.’’. 

10 (b) APPLICABLE DEFINITIONS.—As used in this sub11 title— 

12 (1) the term ‘‘Commission’’ means the Securi13 ties and Exchange Commission; and 

14 (2) the term ‘‘proxy advisory firm’’ has the 

15 same meaning as in section 3(a)(83) of the Securi16 ties Exchange Act of 1934, as added by this subtitle. 

17 SEC. 482. REGISTRATION OF PROXY ADVISORY FIRMS. 

18 (a) AMENDMENT.—The Securities Exchange Act of 

19 1934 is amended by inserting after section 15G the fol20 lowing new section: 

21 ‘‘SEC. 15H. REGISTRATION OF PROXY ADVISORY FIRMS. 

22 ‘‘(a) CONDUCT PROHIBITED.—It shall be unlawful 

23 for a proxy advisory firm to make use of the mails or any 

24 means or instrumentality of interstate commerce to pro25 vide proxy voting research, analysis, or recommendations 


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1 to any client, unless such proxy advisory firm is registered 

2 under this section. 

3 ‘‘(b) REGISTRATION PROCEDURES.— 

4 ‘‘(1) APPLICATION FOR REGISTRATION.— 

5 ‘‘(A) IN GENERAL.—A proxy advisory firm 

6 must file with the Commission an application 

7 for registration, in such form as the Commis8 sion shall require, by rule or regulation, and 

9 containing the information described in sub10 paragraph (B). 

11 ‘‘(B) REQUIRED INFORMATION.—An appli12 cation for registration under this section shall 

13 contain information regarding— 

14 ‘‘(i) a certification that the applicant 

15 has adequate financial and managerial re16 sources to consistently provide proxy advice 

17 based on accurate information; 

18 ‘‘(ii) the procedures and methodolo19 gies that the applicant uses in developing 

20 proxy voting recommendations, including 

21 whether and how the applicant considers 

22 the size of a company when making proxy 

23 voting recommendations; 

24 ‘‘(iii) the organizational structure of 

25 the applicant; 


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1 ‘‘(iv) whether or not the applicant has 

2 in effect a code of ethics, and if not, the 

3 reasons therefor; 

4 ‘‘(v) any potential or actual conflict of 

5 interest relating to the ownership structure 

6 of the applicant or the provision of proxy 

7 advisory services by the applicant, includ8 ing whether the proxy advisory firm en9 gages in services ancillary to the provision 

10 of proxy advisory services such as con11 sulting services for corporate issuers, and 

12 if so the revenues derived therefrom; 

13 ‘‘(vi) the policies and procedures in 

14 place to manage conflicts of interest under 

15 subsection (f); and 

16 ‘‘(vii) any other information and docu17 ments concerning the applicant and any 

18 person associated with such applicant as 

19 the Commission, by rule, may prescribe as 

20 necessary or appropriate in the public in21 terest or for the protection of investors. 

22 ‘‘(2) REVIEW OF APPLICATION.— 

23 ‘‘(A) INITIAL DETERMINATION.—Not later 

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1 sion under paragraph (1) (or within such longer 

2 period as to which the applicant consents) the 

3 Commission shall— 

4 ‘‘(i) by order, grant registration; or 

5 ‘‘(ii) institute proceedings to deter6 mine whether registration should be de7 nied. 

8 ‘‘(B) CONDUCT OF PROCEEDINGS.— 

9 ‘‘(i) CONTENT.—Proceedings referred 

10 to in subparagraph (A)(ii) shall— 

11 ‘‘(I) include notice of the grounds 

12 for denial under consideration and an 

13 opportunity for hearing; and 

14 ‘‘(II) be concluded not later than 

15 120 days after the date on which the 

16 application for registration is filed 

17 with the Commission under paragraph 

18 (1). 

19 ‘‘(ii) DETERMINATION.—At the con20 clusion of such proceedings, the Commis21 sion, by order, shall grant or deny such ap22 plication for registration. 

23 ‘‘(iii) EXTENSION AUTHORIZED.—The 

24 Commission may extend the time for con25 clusion of such proceedings for not longer 


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1 than 90 days, if it finds good cause for 

2 such extension and publishes its reasons 

3 for so finding, or for such longer period as 

4 to which the applicant consents. 

5 ‘‘(C) GROUNDS FOR DECISION.—The Com6 mission shall grant registration under this sub7 section— 

8 ‘‘(i) if the Commission finds that the 

9 requirements of this section are satisfied; 

10 and 

11 ‘‘(ii) unless the Commission finds (in 

12 which case the Commission shall deny such 

13 registration) that— 

14 ‘‘(I) the applicant has failed to 

15 certify to the Commission’s satisfac16 tion that it has adequate financial and 

17 managerial resources to consistently 

18 provide proxy advice based on accu19 rate information and to materially 

20 comply with the procedures and meth21 odologies disclosed under paragraph 

22 (1)(B) and with subsections (f) and 

23 (g); or 

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1 ject to suspension or revocation under 

2 subsection (e). 

3 ‘‘(3) PUBLIC AVAILABILITY OF INFORMATION.— 

4 Subject to section 24, the Commission shall make 

5 the information and documents submitted to the 

6 Commission by a proxy advisory firm in its com7 pleted application for registration, or in any amend8 ment submitted under paragraph (1) or (2) of sub9 section (c), publicly available on the Commission’s 

10 website, or through another comparable, readily ac11 cessible means. 

12 ‘‘(c) UPDATE OF REGISTRATION.— 

13 ‘‘(1) UPDATE.—Each registered proxy advisory 

14 firm shall promptly amend and update its applica15 tion for registration under this section if any infor16 mation or document provided therein becomes mate17 rially inaccurate, except that a registered proxy advi18 sory firm is not required to amend the information 

19 required to be filed under subsection (b)(1)(B)(i) by 

20 filing information under this paragraph, but shall 

21 amend such information in the annual submission of 

22 the organization under paragraph (2) of this sub23 section. 

24 ‘‘(2) CERTIFICATION.—Not later than 90 cal25 endar days after the end of each calendar year, each 


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1 registered proxy advisory firm shall file with the 

2 Commission an amendment to its registration, in 

3 such form as the Commission, by rule, may prescribe 

4 as necessary or appropriate in the public interest or 

5 for the protection of investors— 

6 ‘‘(A) certifying that the information and 

7 documents in the application for registration of 

8 such registered proxy advisory firm continue to 

9 be accurate in all material respects; and 

10 ‘‘(B) listing any material change that oc11 curred to such information or documents during 

12 the previous calendar year. 

13 ‘‘(d) CENSURE, DENIAL, OR SUSPENSION OF REG14 ISTRATION; NOTICE AND HEARING.—The Commission, by 

15 order, shall censure, place limitations on the activities, 

16 functions, or operations of, suspend for a period not ex17 ceeding 12 months, or revoke the registration of any reg18 istered proxy advisory firm if the Commission finds, on 

19 the record after notice and opportunity for hearing, that 

20 such censure, placing of limitations, suspension, or revoca21 tion is necessary for the protection of investors and in the 

22 public interest and that such registered proxy advisory 

23 firm, or any person associated with such an organization, 

24 whether prior to or subsequent to becoming so associ25 ated— 


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1 ‘‘(1) has committed or omitted any act, or is 

2 subject to an order or finding, enumerated in sub3 paragraph (A), (D), (E), (H), or (G) of section 

4 15(b)(4), has been convicted of any offense specified 

5 in section 15(b)(4)(B), or is enjoined from any ac6 tion, conduct, or practice specified in subparagraph 

7 (C) of section 15(b)(4), during the 10-year period 

8 preceding the date of commencement of the pro9 ceedings under this subsection, or at any time there10 after; 

11 ‘‘(2) has been convicted during the 10-year pe12 riod preceding the date on which an application for 

13 registration is filed with the Commission under this 

14 section, or at any time thereafter, of— 

15 ‘‘(A) any crime that is punishable by im16 prisonment for one or more years, and that is 

17 not described in section 15(b)(4)(B); or 

18 ‘‘(B) a substantially equivalent crime by a 

19 foreign court of competent jurisdiction; 

20 ‘‘(3) is subject to any order of the Commission 

21 barring or suspending the right of the person to be 

22 associated with a registered proxy advisory firm; 

23 ‘‘(4) fails to furnish the certifications required 

24 under subsections (b)(2)(C)(ii)(I) and (c)(2); 


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1 ‘‘(5) has engaged in one or more prohibited acts 

2 enumerated in paragraph (1); or 

3 ‘‘(6) fails to maintain adequate financial and 

4 managerial resources to consistently offer advisory 

5 services with integrity, including by failing to comply 

6 with subsections (f) or (g). 

7 ‘‘(e) TERMINATION OF REGISTRATION.— 

8 ‘‘(1) VOLUNTARY WITHDRAWAL.—A registered 

9 proxy advisory firm may, upon such terms and con10 ditions as the Commission may establish as nec11 essary in the public interest or for the protection of 

12 investors, which terms and conditions shall include 

13 at a minimum that the registered proxy advisory 

14 firm will no longer conduct such activities as to 

15 bring it within the definition of proxy advisory firm 

16 in section 3(a)(83) of the Securities Exchange Act 

17 of 1934, withdraw from registration by filing a writ18 ten notice of withdrawal to the Commission. 

19 ‘‘(2) COMMISSION AUTHORITY.—In addition to 

20 any other authority of the Commission under this 

21 title, if the Commission finds that a registered proxy 

22 advisory firm is no longer in existence or has ceased 

23 to do business as a proxy advisory firm, the Com24 mission, by order, shall cancel the registration under 

25 this section of such registered proxy advisory firm. 


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1 ‘‘(f) MANAGEMENT OF CONFLICTS OF INTEREST.— 

2 ‘‘(1) ORGANIZATION POLICIES AND PROCE3 DURES.—Each registered proxy advisory firm shall 

4 establish, maintain, and enforce written policies and 

5 procedures reasonably designed, taking into consid6 eration the nature of the business of such registered 

7 proxy advisory firm and associated persons, to ad8 dress and manage any conflicts of interest that can 

9 arise from such business. 

10 ‘‘(2) COMMISSION AUTHORITY.—The Commis11 sion shall issue final rules to prohibit, or require the 

12 management and disclosure of, any conflicts of inter13 est relating to the offering of proxy advisory services 

14 by a registered proxy advisory firm, including, with15 out limitation, conflicts of interest relating to— 

16 ‘‘(A) the manner in which a registered 

17 proxy advisory firm is compensated by the cli18 ent, or any affiliate of the client, for providing 

19 proxy advisory services; 

20 ‘‘(B) the provision of consulting, advisory, 

21 or other services by a registered proxy advisory 

22 firm, or any person associated with such reg23 istered proxy advisory firm, to the client; 

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1 ests between a registered proxy advisory firm, 

2 or any person associated with such registered 

3 proxy advisory firm, and any client, or any af4 filiate of such client; 

5 ‘‘(D) transparency around the formulation 

6 of proxy voting policies; 

7 ‘‘(E) the execution of proxy votes if such 

8 votes are based upon recommendations made by 

9 the proxy advisory firm in which someone other 

10 than the issuer is a proponent; 

11 ‘‘(F) issuing recommendations where proxy 

12 advisory firms provide advisory services to a 

13 company; and 

14 ‘‘(G) any other potential conflict of inter15 est, as the Commission deems necessary or ap16 propriate in the public interest or for the pro17 tection of investors. 

18 ‘‘(g) RELIABILITY OF PROXY ADVISORY FIRM SERV19 ICES.— 

20 ‘‘(1) IN GENERAL.—Each registered proxy advi21 sory firm shall have staff sufficient to produce proxy 

22 voting recommendations that are based on accurate 

23 and current information. Each registered proxy advi24 sory firm shall detail procedures sufficient to permit 

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1 ommendations access in a reasonable time to the 

2 draft recommendations, with an opportunity to pro3 vide meaningful comment thereon, including the op4 portunity to present details to the person responsible 

5 for developing the recommendation in person or tele6 phonically. Each registered proxy advisory firm shall 

7 employ an ombudsman to receive complaints about 

8 the accuracy of voting information used in making 

9 recommendations from the subjects of the proxy ad10 visory firm’s voting recommendations, and shall re11 solve those complaints in a timely fashion and in any 

12 event prior to voting on the matter to which the rec13 ommendation relates. 

14 ‘‘(2) DRAFT RECOMMENDATIONS DEFINED.— 

15 For purposes of this subsection, the term ‘draft rec16 ommendations’— 

17 ‘‘(A) means the overall conclusions of 

18 proxy voting recommendations prepared for the 

19 clients of a proxy advisory firm, including any 

20 public data cited therein, any company informa21 tion or substantive analysis impacting the rec22 ommendation, and the specific voting rec23 ommendations on individual proxy ballot issues; 

24 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.— 

4 Each registered proxy advisory firm shall designate an in5 dividual responsible for administering the policies and pro6 cedures that are required to be established pursuant to 

7 subsections (f) and (g), and for ensuring compliance with 

8 the securities laws and the rules and regulations there9 under, including those promulgated by the Commission 

10 pursuant to this section. 

11 ‘‘(i) PROHIBITED CONDUCT.— 

12 ‘‘(1) PROHIBITED ACTS AND PRACTICES.—The 

13 Commission shall issue final rules to prohibit any 

14 act or practice relating to the offering of proxy advi15 sory services by a registered proxy advisory firm 

16 that the Commission determines to be unfair or co17 ercive, including any act or practice relating to— 

18 ‘‘(A) conditioning a voting recommendation 

19 or other proxy advisory firm recommendation 

20 on the purchase by an issuer or an affiliate 

21 thereof of other services or products, of the reg22 istered proxy advisory firm or any person asso23 ciated with such registered proxy advisory firm; 

24 and 


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1 ‘‘(B) modifying a voting recommendation 

2 or otherwise departing from its adopted system3 atic procedures and methodologies in the provi4 sion of proxy advisory services, based on wheth5 er an issuer, or affiliate thereof, subscribes or 

6 will subscribe to other services or product of the 

7 registered proxy advisory firm or any person as8 sociated with such organization. 

9 ‘‘(2) RULE OF CONSTRUCTION.—Nothing in 

10 paragraph (1), or in any rules or regulations adopt11 ed thereunder, may be construed to modify, impair, 

12 or supersede the operation of any of the antitrust 

13 laws (as defined in the first section of the Clayton 

14 Act, except that such term includes section 5 of the 

15 Federal Trade Commission Act, to the extent that 

16 such section 5 applies to unfair methods of competi17 tion). 

18 ‘‘(j) STATEMENTS OF FINANCIAL CONDITION.—Each 

19 registered proxy advisory firm shall, on a confidential 

20 basis, file with the Commission, at intervals determined 

21 by the Commission, such financial statements, certified (if 

22 required by the rules or regulations of the Commission) 

23 by an independent public auditor, and information con24 cerning its financial condition, as the Commission, by rule, 


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1 may prescribe as necessary or appropriate in the public 

2 interest or for the protection of investors. 

3 ‘‘(k) ANNUAL REPORT.—Each registered proxy advi4 sory firm shall, at the beginning of each fiscal year of such 

5 firm, report to the Commission on the number of share6 holder proposals its staff reviewed in the prior fiscal year, 

7 the number of recommendations made in the prior fiscal 

8 year, the number of staff who reviewed and made rec9 ommendations on such proposals in the prior fiscal year, 

10 and the number of recommendations made in the prior 

11 fiscal year where the proponent of such recommendation 

12 was a client of or received services from the proxy advisory 

13 firm. 

14 ‘‘(l) TRANSPARENT POLICIES.—Each registered 

15 proxy advisory firm shall file with the Commission and 

16 make publicly available its methodology for the formula17 tion of proxy voting policies and voting recommendations. 

18 ‘‘(m) RULES OF CONSTRUCTION.— 

19 ‘‘(1) NO WAIVER OF RIGHTS, PRIVILEGES, OR

20 DEFENSES.—Registration under and compliance 

21 with this section does not constitute a waiver of, or 

22 otherwise diminish, any right, privilege, or defense 

23 that a registered proxy advisory firm may otherwise 

24 have under any provision of State or Federal law, 

25 including any rule, regulation, or order thereunder. 


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1 ‘‘(2) NO PRIVATE RIGHT OF ACTION.—Nothing 

2 in this section may be construed as creating any pri3 vate right of action, and no report filed by a reg4 istered proxy advisory firm in accordance with this 

5 section or section 17 shall create a private right of 

6 action under section 18 or any other provision of 

7 law. 

8 ‘‘(n) REGULATIONS.— 

9 ‘‘(1) NEW PROVISIONS.—Such rules and regula10 tions as are required by this section or are otherwise 

11 necessary to carry out this section, including the ap12 plication form required under subsection (a)— 

13 ‘‘(A) shall be issued by the Commission, 

14 not later than 180 days after the date of enact15 ment of this section; and 

16 ‘‘(B) shall become effective not later than 

17 1 year after the date of enactment of this sec18 tion. 

19 ‘‘(2) REVIEW OF EXISTING REGULATIONS.—Not 

20 later than 270 days after the date of enactment of 

21 this section, the Commission shall— 

22 ‘‘(A) review its existing rules and regula23 tions which affect the operations of proxy advi24 sory firms; 


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1 ‘‘(B) amend or revise such rules and regu2 lations in accordance with the purposes of this 

3 section, and issue such guidance, as the Com4 mission may prescribe as necessary or appro5 priate in the public interest or for the protec6 tion of investors; and 

7 ‘‘(C) direct Commission staff to withdraw 

8 the Egan Jones Proxy Services (May 27, 2004) 

9 and Institutional Shareholder Services, Inc. 

10 (September 15, 2004) no-action letters. 

11 ‘‘(o) APPLICABILITY.—This section, other than sub12 section (n), which shall apply on the date of enactment 

13 of this section, shall apply on the earlier of— 

14 ‘‘(1) the date on which regulations are issued in 

15 final form under subsection (n)(1); or 

16 ‘‘(2) 270 days after the date of enactment of 

17 this section.’’. 

18 (b) CONFORMING AMENDMENT.—Section 17(a)(1) of 

19 the Securities Exchange Act of 1934 (15 U.S.C. 

20 78q(a)(1)) is amended by inserting ‘‘proxy advisory firm,’’ 

21 after ‘‘nationally recognized statistical rating organiza22 tion,’’. 

23 SEC. 483. COMMISSION ANNUAL REPORT. 

24 The Commission shall make an annual report publicly 

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1 port shall, with respect to the year to which the report 

2 relates— 

3 (1) identify applicants for registration under 

4 section 15H of the Securities Exchange Act of 1934, 

5 as added by this subtitle; 

6 (2) specify the number of and actions taken on 

7 such applications; 

8 (3) specify the views of the Commission on the 

9 state of competition, transparency, policies and 

10 methodologies, and conflicts of interest among proxy 

11 advisory firms; 

12 (4) include the determination of the Commis13 sion with regard to— 

14 (A) the quality of proxy advisory services 

15 issued by proxy advisory firms; 

16 (B) the financial markets; 

17 (C) competition among proxy advisory 

18 firms; 

19 (D) the incidence of undisclosed conflicts 

20 of interest by proxy advisory firms; 

21 (E) the process for registering as a proxy 

22 advisory firm; and 

23 (F) such other matters relevant to the im24 plementation of this subtitle and the amend25 ments made by this subtitle, as the Commission 


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1 determines necessary to bring to the attention 

2 of the Congress; 

3 (5) identify problems, if any, that have resulted 

4 from the implementation of this subtitle and the 

5 amendments made by this subtitle; and 

6 (6) recommend solutions, including any legisla7 tive or regulatory solutions, to any problems identi8 fied under paragraphs (4) and (5). 

9 Subtitle R—Senior Safe 

10 SEC. 491. IMMUNITY. 

11 (a) DEFINITIONS.—In this subtitle— 

12 (1) the term ‘‘Bank Secrecy Act Officer’’ means 

13 an individual responsible for ensuring compliance 

14 with the requirements mandated by subchapter II of 

15 chapter 53 of title 31, United States Code; 

16 (2) the term ‘‘broker-dealer’’ means a broker or 

17 dealer, as those terms are defined, respectively, in 

18 section 3(a) of the Securities Exchange Act of 1934 

19 (15 U.S.C. 78c(a)); 

20 (3) the term ‘‘covered agency’’ means— 

21 (A) a State financial regulatory agency, in22 cluding a State securities or law enforcement 

23 authority and a State insurance regulator; 

24 (B) each of the Federal financial institu25 tions regulatory agencies; 


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1 (C) the Securities and Exchange Commis2 sion; 

3 (D) a law enforcement agency; 

4 (E) and State or local agency responsible 

5 for administering adult protective service laws; 

6 and 

7 (F) a State attorney general. 

8 (4) the term ‘‘covered financial institution’’ 

9 means— 

10 (A) a credit union; 

11 (B) a depository institution; 

12 (C) an investment advisor; 

13 (D) a broker-dealer; 

14 (E) an insurance company; 

15 (F) a State attorney general; and 

16 (G) a transfer agent. 

17 (5) the term ‘‘credit union’’ means a Federal 

18 credit union, State credit union, or State-chartered 

19 credit union, as those terms are defined in section 

20 101 of the Federal Credit Union Act (12 U.S.C. 

21 1752); 

22 (6) the term ‘‘depository institution’’ has the 

23 meaning given the term in section 3(c) of the Fed24 eral Deposit Insurance Act (12 U.S.C. 1813(c)); 


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1 (7) the term ‘‘exploitation’’ means the fraudu2 lent or otherwise illegal, unauthorized, or improper 

3 act or process of an individual, including a caregiver 

4 or fiduciary, that— 

5 (A) uses the resources of a senior citizen 

6 for monetary personal benefit, profit, or gain; 

7 or 

8 (B) results in depriving a senior citizen of 

9 rightful access to or use of benefits, resources, 

10 belongings or assets; 

11 (8) the term ‘‘Federal financial institutions reg12 ulatory agencies’’ has the meaning given the term in 

13 section 1003 of the Federal Financial Institutions 

14 Examination Council Act of 1978 (12 U.S.C. 3302); 

15 (9) the term ‘‘investment adviser’’ has the 

16 meaning given the term in section 202 of the Invest17 ment Advisers Act of 1940 (15 U.S.C. 80b–2); 

18 (10) the term ‘‘insurance company’’ has the 

19 meaning given the term in section 2(a) of the Invest20 ment Company Act of 1940 (15 U.S.C. 80a–2(a)); 

21 (11) the term ‘‘registered representative’’ 

22 means an individual who represents a broker-dealer 

23 in effecting or attempting to affect a purchase or 

24 sale of securities; 


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1 (12) the term ‘‘senior citizen’’ means an indi2 vidual who is not less than 65 years of age; 

3 (13) the term ‘‘State insurance regulator’’ has 

4 the meaning given such term in section 315 of the 

5 Gramm-Leach-Bliley Act (15 U.S.C. 6735); 

6 (14) the term ‘‘State securities or law enforce7 ment authority’’ has the meaning given the term in 

8 section 24(f)(4) of the Securities Exchange Act of 

9 1934 (15 U.S.C. 78x(f)(4)); and 

10 (15) the term ‘‘transfer agent’’ has the meaning 

11 given the term in section 3(a) of the Securities Ex12 change Act of 1934 (15 U.S.C. 78c(a)). 

13 (b) IMMUNITY FROM SUIT.— 

14 (1) IMMUNITY FOR INDIVIDUALS.—An indi15 vidual who has received the training described in 

16 section 1092 shall not be liable, including in any 

17 civil or administrative proceeding, for disclosing the 

18 possible exploitation of a senior citizen to a covered 

19 agency if the individual, at the time of the disclo20 sure— 

21 (A) served as a supervisor, compliance offi22 cer (including a Bank Secrecy Act Officer), or 

23 registered representative for a covered financial 

24 institution; and 


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1 (B) made the disclosure with reasonable 

2 care including reasonable efforts to avoid disclo3 sure other than to a covered agency. 

4 (2) IMMUNITY FOR COVERED FINANCIAL INSTI5 TUTIONS.—A covered financial institution shall not 

6 be liable, including in any civil or administrative pro7 ceeding, for a disclosure made by an individual de8 scribed in paragraph (1) if— 

9 (A) the individual was employed by, or, in 

10 the case of a registered representative, affiliated 

11 or associated with, the covered financial institu12 tion at the time of the disclosure; and 

13 (B) before the time of the disclosure, the 

14 covered financial institution provided the train15 ing described in section 492 to each individual 

16 described in section 492(a). 

17 SEC. 492. TRAINING REQUIRED. 

18 (a) IN GENERAL.—A covered financial institution 

19 may provide training described in subsection (b)(1) to 

20 each officer or employee of, or registered representative 

21 affiliated or associated with, the covered financial institu22 tion who— 

23 (1) is described in section 491(b)(1)(A); 


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1 (2) may come into contact with a senior citizen 

2 as a regular part of the duties of the officer, em3 ployee, or registered representative; or 

4 (3) may review or approve the financial docu5 ments, records, or transactions of a senior citizen in 

6 connection with providing financial services to a sen7 ior citizen. 

8 (b) TRAINING.— 

9 (1) IN GENERAL.—The training described in 

10 this paragraph shall— 

11 (A) instruct any individual attending the 

12 training on how to identify and report the sus13 pected exploitation of a senior citizen; 

14 (B) discuss the need to protect the privacy 

15 and respect the integrity of each individual cus16 tomer of a covered financial institution; and 

17 (C) be appropriate to the job responsibil18 ities of the individual attending the training. 

19 (2) TIMING.—The training required under sub20 section (a) shall be provided as soon as reasonably 

21 practicable but not later than 1 year after the date 

22 on which an officer, employee, or registered rep23 resentative begins employment with or becomes af24 filiated or associated with the covered financial insti25 tution. 


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1 (3) BANK SECRECY ACT OFFICER.—An indi2 vidual who is designated as a compliance officer 

3 under an anti-money laundering program established 

4 pursuant to section 5318(h) of title 31, United 

5 States Code, shall be deemed to have received the 

6 training described under this subsection. 

7 SEC. 493. RELATIONSHIP TO STATE LAW. 

8 Nothing in this Act shall be construed to preempt or 

9 limit any provision of State law, except only to the extent 

10 that section 1091 provides a greater level of protection 

11 against liability to an individual described in section 

12 491(b)(1) or to a covered financial institution described 

13 in section 491(b)(2) than is provided under State law. 

14 Subtitle S—National Securities 

15 Exchange Regulatory Parity 

16 SEC. 496. APPLICATION OF EXEMPTION. 

17 Section 18(b)(1) of the Securities Act of 1933 (15 

18 U.S.C. 77r(b)(1)), as amended by section 456(b), is fur19 ther amended— 

20 (1) by striking subparagraph (A); 

21 (2) in subparagraph (B), by striking ‘‘that the 

22 Commission determines by rule (on its own initiative 

23 or on the basis of a petition) are substantially simi24 lar to the listing standards applicable to securities 


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1 described in subparagraph (A)’’ and inserting ‘‘that 

2 have been approved by the Commission’’; 

3 (3) in subparagraph (C), by striking ‘‘or (B)’’; 

4 and 

5 (4) by redesignating subparagraphs (B), (C), 

6 and (D) as subparagraphs (A), (B), and (C), respec7 tively. 

8 Subtitle T—Private Company 

9 Flexibility and Growth 

10 SEC. 497. SHAREHOLDER THRESHOLD FOR REGISTRATION. 

11 The Securities Exchange Act of 1934 (15 U.S.C. 78a 

12 et seq.) is amended— 

13 (1) in section 12(g)— 

14 (A) in paragraph (1)— 

15 (i) by striking ‘‘shall—’’ and all that 

16 follows through ‘‘register such security’’ 

17 and inserting ‘‘shall, not later than 120 

18 days after the last day of its first fiscal 

19 year ended after the effective date of this 

20 subsection on which the issuer has total as21 sets exceeding $10,000,000 (or such great22 er amount of assets as the Commission 

23 may establish by rule) and a class of eq24 uity security (other than an exempted se25 curity) held of record by 2,000 or more 


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1 persons (or such greater number of per2 sons as the Commission may establish by 

3 rule), register such security’’; and 

4 (ii) by adding at the end the fol5 lowing: ‘‘The dollar figure in this para6 graph shall be indexed for inflation every 5 

7 years by the Commission to reflect the 

8 change in the Consumer Price Index for 

9 All Urban Consumers published by the Bu10 reau of Labor Statistics, rounded to the 

11 nearest $100,000.’’; and 

12 (B) in paragraph (4), by striking ‘‘300 

13 persons’’ and all that follows through ‘‘1,200 

14 persons persons’’ and inserting ‘‘1,200 per15 sons’’; and 

16 (2) in section 15(d)(1), by striking ‘‘300 per17 sons’’ and all that follows through ‘‘1,200 persons 

18 persons’’ and inserting ‘‘1,200 persons’’. 

19 Subtitle U—Small Company Capital 

20 Formation Enhancements 

21 SEC. 498. JOBS ACT-RELATED EXEMPTION. 

22 Section 3(b) of the Securities Act of 1933 (15 U.S.C. 

23 77c(b)) is amended— 

24 (1) in paragraph (2)(A), by striking 

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1 justed for inflation by the Commission every 2 years 

2 to the nearest $10,000 to reflect the change in the 

3 Consumer Price Index for All Urban Consumers 

4 published by the Bureau of Labor Statistics’’; and 

5 (2) in paragraph (5)— 

6 (A) by striking ‘‘such amount as’’ and in7 serting: ‘‘such amount, in addition to the ad8 justment for inflation provided for under such 

9 paragraph (2)(A), as’’; and 

10 (B) by striking ‘‘such amount, it’’ and in11 serting ‘‘such amount, in addition to the adjust12 ment for inflation provided for under such 

13 paragraph (2)(A), it’’. 

14 Subtitle V—Encouraging Public 

15 Offerings 

16 SEC. 499. EXPANDING TESTING THE WATERS AND CON17 FIDENTIAL SUBMISSIONS. 

18 The Securities Act of 1933 (15 U.S.C. 77a et seq.) 

19 is amended— 

20 (1) in section 5(d), by striking ‘‘an emerging 

21 growth company or any person authorized to act on 

22 behalf of an emerging growth company’’ and insert23 ing ‘‘an issuer or any person authorized to act on 

24 behalf of an issuer’’; and 

25 (2) in section 6(e)— 


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1 (A) in the heading, by striking ‘‘EMERG2 ING GROWTH COMPANIES’’ and inserting 

3 ‘‘DRAFT REGISTRATION STATEMENTS’’; and 

4 (B) by amending paragraph (1) to read as 

5 follows: 

6 ‘‘(1) IN GENERAL.—Any issuer, prior to its ini7 tial public offering date, may confidentially submit 

8 to the Commission a draft registration statement, 

9 for confidential nonpublic review by the staff of the 

10 Commission prior to public filing, provided that the 

11 initial confidential submission and all amendments 

12 thereto shall be publicly filed with the Commission 

13 not later than 15 days before the date on which the 

14 issuer conducts a road show, as such term is defined 

15 in section 230.433(h)(4) of title 17, Code of Federal 

16 Regulations, or any successor thereto.’’. 

17 TITLE V—REGULATORY RELIEF 

18 FOR MAIN STREET AND COM19 MUNITY FINANCIAL INSTITU20 TIONS 

21 Subtitle A—Preserving Access to 

22 Manufactured Housing 

23 SEC. 501. MORTGAGE ORIGINATOR DEFINITION. 

24 Section 103 of the Truth in Lending Act (15 U.S.C. 

25 1602) is amended— 


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1 (1) by redesignating the second subsection (cc) 

2 and subsection (dd) as subsections (dd) and (ee), re3 spectively; and 

4 (2) in paragraph (2)(C) of subsection (dd), as 

5 so redesignated, by striking ‘‘an employee of a re6 tailer of manufactured homes who is not described 

7 in clause (i) or (iii) of subparagraph (A) and who 

8 does not advise a consumer on loan terms (including 

9 rates, fees, and other costs)’’ and inserting ‘‘a re10 tailer of manufactured or modular homes or its em11 ployees unless such retailer or its employees receive 

12 compensation or gain for engaging in activities de13 scribed in subparagraph (A) that is in excess of any 

14 compensation or gain received in a comparable cash 

15 transaction’’. 

16 SEC. 502. HIGH-COST MORTGAGE DEFINITION. 

17 Section 103 of the Truth in Lending Act (15 U.S.C. 

18 1602), as amended by section 501, is further amended— 

19 (1) by redesignating subsection (aa) (relating to 

20 disclosure of greater amount or percentage), as so 

21 designated by section 1100A of the Consumer Fi22 nancial Protection Act of 2010, as subsection (bb); 

23 (2) by redesignating subsection (bb) (relating to 

24 high cost mortgages), as so designated by section 

25 1100A of the Consumer Financial Protection Act of 


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1 2010, as subsection (aa), and moving such sub2 section to immediately follow subsection (z); and 

3 (3) in subsection (aa)(1)(A), as so redesig4 nated— 

5 (A) in clause (i)(I), by striking ‘‘(8.5 per6 centage points, if the dwelling is personal prop7 erty and the transaction is for less than 

8 $50,000)’’ and inserting ‘‘(10 percentage points 

9 if the dwelling is personal property or is a 

10 transaction that does not include the purchase 

11 of real property on which a dwelling is to be 

12 placed, and the transaction is for less than 

13 $75,000 (as such amount is adjusted by the 

14 Consumer Law Enforcement Agency to reflect 

15 the change in the Consumer Price Index))’’; 

16 and 

17 (B) in clause (ii)— 

18 (i) in subclause (I), by striking ‘‘or’’ 

19 at the end; and 

20 (ii) by adding at the end the fol21 lowing: 

22 ‘‘(III) in the case of a trans23 action for less than $75,000 (as such 

24 amount is adjusted by the Consumer 

25 Law Enforcement Agency to reflect 


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1 the change in the Consumer Price 

2 Index) in which the dwelling is per3 sonal property (or is a consumer cred4 it transaction that does not include 

5 the purchase of real property on 

6 which a dwelling is to be placed) the 

7 greater of 5 percent of the total trans8 action amount or $3,000 (as such 

9 amount is adjusted by the Consumer 

10 Law Enforcement Agency to reflect 

11 the change in the Consumer Price 

12 Index); or’’. 

13 Subtitle B—Mortgage Choice 

14 SEC. 506. DEFINITION OF POINTS AND FEES. 

15 (a) AMENDMENT TO SECTION 103 OF TILA.—Para16 graph (4) of section 103(aa) of the Truth in Lending Act, 

17 as redesignated by section 502, is amended— 

18 (1) by striking ‘‘paragraph (1)(B)’’ and insert19 ing ‘‘paragraph (1)(A) and section 129C’’; 

20 (2) in subparagraph (C)— 

21 (A) by inserting ‘‘and insurance’’ after 

22 ‘‘taxes’’; 

23 (B) in clause (ii), by inserting ‘‘, except as 

24 retained by a creditor or its affiliate as a result 

25 of their participation in an affiliated business 


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1 arrangement (as defined in section 3(7) of the 

2 Real Estate Settlement Procedures Act of 1974 

3 (12 U.S.C. 2602(7))’’ after ‘‘compensation’’; 

4 and 

5 (C) by striking clause (iii) and inserting 

6 the following: 

7 ‘‘(iii) the charge is— 

8 ‘‘(I) a bona fide third-party charge 

9 not retained by the mortgage originator, 

10 creditor, or an affiliate of the creditor or 

11 mortgage originator; or 

12 ‘‘(II) a charge set forth in section 

13 106(e)(1);’’; and 

14 (3) in subparagraph (D)— 

15 (A) by striking ‘‘accident,’’; and 

16 (B) by striking ‘‘or any payments’’ and in17 serting ‘‘and any payments’’. 

18 (b) AMENDMENT TO SECTION 129C OF TILA.—Sec19 tion 129C of the Truth in Lending Act (15 U.S.C. 1639c) 

20 is amended— 

21 (1) in subsection (a)(5)(C), by striking ‘‘103’’ 

22 and all that follows through ‘‘or mortgage origi23 nator’’ and inserting ‘‘103(aa)(4)’’; and 


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1 (2) in subsection (b)(2)(C)(i), by striking ‘‘103’’ 

2 and all that follows through ‘‘or mortgage origi3 nator)’’ and inserting ‘‘103(aa)(4)’’. 

4 Subtitle C—Financial Institution 

5 Customer Protection 

6 SEC. 511. REQUIREMENTS FOR DEPOSIT ACCOUNT TERMI7 NATION REQUESTS AND ORDERS. 

8 (a) TERMINATION REQUESTS OR ORDERS MUST BE

9 MATERIAL.— 

10 (1) IN GENERAL.—An appropriate Federal 

11 banking agency may not formally or informally re12 quest or order a depository institution to terminate 

13 a specific customer account or group of customer ac14 counts or to otherwise restrict or discourage a de15 pository institution from entering into or maintain16 ing a banking relationship with a specific customer 

17 or group of customers unless— 

18 (A) the agency has a material reason for 

19 such request or order; and 

20 (B) such reason is not based solely on rep21 utation risk. 

22 (2) TREATMENT OF NATIONAL SECURITY

23 THREATS.—If an appropriate Federal banking agen24 cy believes a specific customer or group of customers 

25 is, or is acting as a conduit for, an entity which— 


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1 (A) poses a threat to national security; 

2 (B) is involved in terrorist financing; 

3 (C) is an agency of the government of 

4 Iran, North Korea, Syria, or any country listed 

5 from time to time on the State Sponsors of 

6 Terrorism list; 

7 (D) is located in, or is subject to the juris8 diction of, any country specified in subpara9 graph (C); or 

10 (E) does business with any entity described 

11 in subparagraph (C) or (D), unless the appro12 priate Federal banking agency determines that 

13 the customer or group of customers has used 

14 due diligence to avoid doing business with any 

15 entity described in subparagraph (C) or (D), 

16 such belief shall satisfy the requirement under para17 graph (1). 

18 (b) NOTICE REQUIREMENT.— 

19 (1) IN GENERAL.—If an appropriate Federal 

20 banking agency formally or informally requests or 

21 orders a depository institution to terminate a spe22 cific customer account or a group of customer ac23 counts, the agency shall— 

24 (A) provide such request or order to the 

25 institution in writing; and 


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1 (B) accompany such request or order with 

2 a written justification for why such termination 

3 is needed, including any specific laws or regula4 tions the agency believes are being violated by 

5 the customer or group of customers, if any. 

6 (2) JUSTIFICATION REQUIREMENT.—A jus7 tification described under paragraph (1)(B) may not 

8 be based solely on the reputation risk to the deposi9 tory institution. 

10 (c) CUSTOMER NOTICE.— 

11 (1) NOTICE REQUIRED.—Except as provided 

12 under paragraph (2), if an appropriate Federal 

13 banking agency orders a depository institution to 

14 terminate a specific customer account or a group of 

15 customer accounts, the depository institution shall 

16 inform the customer or customers of the justification 

17 for the customer’s account termination described 

18 under subsection (b). 

19 (2) NOTICE PROHIBITED IN CASES OF NA20 TIONAL SECURITY.—If an appropriate Federal bank21 ing agency requests or orders a depository institu22 tion to terminate a specific customer account or a 

23 group of customer accounts based on a belief that 

24 the customer or customers pose a threat to national 

25 security, or are otherwise described under subsection 


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1 (a)(2), neither the depository institution nor the ap2 propriate Federal banking agency may inform the 

3 customer or customers of the justification for the 

4 customer’s account termination. 

5 (d) REPORTING REQUIREMENT.—Each appropriate 

6 Federal banking agency shall issue an annual report to 

7 the Congress stating— 

8 (1) the aggregate number of specific customer 

9 accounts that the agency requested or ordered a de10 pository institution to terminate during the previous 

11 year; and 

12 (2) the legal authority on which the agency re13 lied in making such requests and orders and the fre14 quency on which the agency relied on each such au15 thority. 

16 (e) DEFINITIONS.—For purposes of this section: 

17 (1) APPROPRIATE FEDERAL BANKING AGEN18 CY.—The term ‘‘appropriate Federal banking agen19 cy’’ means— 

20 (A) the appropriate Federal banking agen21 cy, as defined under section 3 of the Federal 

22 Deposit Insurance Act (12 U.S.C. 1813); and 

23 (B) the National Credit Union Administra24 tion, in the case of an insured credit union. 


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1 (2) DEPOSITORY INSTITUTION.—The term ‘‘de2 pository institution’’ means— 

3 (A) a depository institution, as defined 

4 under section 3 of the Federal Deposit Insur5 ance Act (12 U.S.C. 1813); and 

6 (B) an insured credit union. 

7 SEC. 512. AMENDMENTS TO THE FINANCIAL INSTITUTIONS 

8 REFORM, RECOVERY, AND ENFORCEMENT 

9 ACT OF 1989. 

10 Section 951 of the Financial Institutions Reform, Re11 covery, and Enforcement Act of 1989 (12 U.S.C. 1833a) 

12 is amended— 

13 (1) in subsection (c)(2), by striking ‘‘affecting 

14 a federally insured financial institution’’ and insert15 ing ‘‘against a federally insured financial institution 

16 or by a federally insured financial institution against 

17 an unaffiliated third person’’; and 

18 (2) in subsection (g)— 

19 (A) in the heading, by striking ‘‘SUB20 POENAS’’ and inserting ‘‘INVESTIGATIONS’’; and 

21 (B) by amending paragraph (1)(C) to read 

22 as follows: 

23 ‘‘(C) summon witnesses and require the 

24 production of any books, papers, correspond25 ence, memoranda, or other records which the 


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1 Attorney General deems relevant or material to 

2 the inquiry, if the Attorney General— 

3 ‘‘(i) requests a court order from a 

4 court of competent jurisdiction for such ac5 tions and offers specific and articulable 

6 facts showing that there are reasonable 

7 grounds to believe that the information or 

8 testimony sought is relevant and material 

9 for conducting an investigation under this 

10 section; or 

11 ‘‘(ii) either personally or through dele12 gation no lower than the Deputy Attorney 

13 General, issues and signs a subpoena for 

14 such actions and such subpoena is sup15 ported by specific and articulable facts 

16 showing that there are reasonable grounds 

17 to believe that the information or testi18 mony sought is relevant for conducting an 

19 investigation under this section.’’. 


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1 Subtitle D—Portfolio Lending and 

2 Mortgage Access 

3 SEC. 516. SAFE HARBOR FOR CERTAIN LOANS HELD ON 

4 PORTFOLIO. 

5 (a) IN GENERAL.—Section 129C of the Truth in 

6 Lending Act (15 U.S.C. 1639c) is amended by adding at 

7 the end the following: 

8 ‘‘(j) SAFE HARBOR FOR CERTAIN LOANS HELD ON

9 PORTFOLIO.— 

10 ‘‘(1) SAFE HARBOR FOR CREDITORS THAT ARE

11 DEPOSITORY INSTITUTIONS.— 

12 ‘‘(A) IN GENERAL.—A creditor that is a 

13 depository institution shall not be subject to 

14 suit for failure to comply with subsection (a), 

15 (c)(1), or (f)(2) of this section or section 129H 

16 with respect to a residential mortgage loan, and 

17 the banking regulators shall treat such loan as 

18 a qualified mortgage, if— 

19 ‘‘(i) the creditor has, since the origi20 nation of the loan, held the loan on the 

21 balance sheet of the creditor; and 

22 ‘‘(ii) all prepayment penalties with re23 spect to the loan comply with the limita24 tions described under subsection (c)(3). 


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1 ‘‘(B) EXCEPTION FOR CERTAIN TRANS2 FERS.—In the case of a depository institution 

3 that transfers a loan originated by that institu4 tion to another depository institution by reason 

5 of the bankruptcy or failure of the originating 

6 depository institution or the purchase of the 

7 originating depository institution, the depository 

8 institution transferring such loan shall be 

9 deemed to have complied with the requirement 

10 under subparagraph (A)(i). 

11 ‘‘(2) SAFE HARBOR FOR MORTGAGE ORIGINA12 TORS.—A mortgage originator shall not be subject 

13 to suit for a violation of section 129B(c)(3)(B) for 

14 steering a consumer to a residential mortgage loan 

15 if— 

16 ‘‘(A) the creditor of such loan is a deposi17 tory institution and has informed the mortgage 

18 originator that the creditor intends to hold the 

19 loan on the balance sheet of the creditor for the 

20 life of the loan; and 

21 ‘‘(B) the mortgage originator informs the 

22 consumer that the creditor intends to hold the 

23 loan on the balance sheet of the creditor for the 

24 life of the loan. 


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1 ‘‘(3) DEFINITIONS.—For purposes of this sub2 section: 

3 ‘‘(A) BANKING REGULATORS.—The term 

4 ‘banking regulators’ means the Federal banking 

5 agencies, the Consumer Law Enforcement 

6 Agency, and the National Credit Union Admin7 istration. 

8 ‘‘(B) DEPOSITORY INSTITUTION.—The 

9 term ‘depository institution’ has the meaning 

10 given that term under section 19(b)(1) of the 

11 Federal Reserve Act (12 U.S.C. 505(b)(1)). 

12 ‘‘(C) FEDERAL BANKING AGENCIES.—The 

13 term ‘Federal banking agencies’ has the mean14 ing given that term under section 3 of the Fed15 eral Deposit Insurance Act.’’. 

16 (b) RULE OF CONSTRUCTION.—Nothing in the 

17 amendment made by this section may be construed as pre18 venting a balloon loan from qualifying for the safe harbor 

19 provided under section 129C(j) of the Truth in Lending 

20 Act if the balloon loan otherwise meets all of the require21 ments under such subsection (j), regardless of whether the 

22 balloon loan meets the requirements described under 

23 clauses (i) through (iv) of section 129C(b)(2)(E) of such 

24 Act. 


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1 Subtitle E—Application of the 

2 Expedited Funds Availability Act 

3 SEC. 521. APPLICATION OF THE EXPEDITED FUNDS AVAIL4 ABILITY ACT. 

5 (a) IN GENERAL.—The Expedited Funds Availability 

6 Act (12 U.S.C. 4001 et seq.) is amended— 

7 (1) in section 602(20) (12 U.S.C. 4001(20)) by 

8 inserting ‘‘, located in the United States,’’ after 

9 ‘‘ATM’’; 

10 (2) in section 602(21) (12 U.S.C. 4001(21)) by 

11 inserting ‘‘American Samoa, the Commonwealth of 

12 the Northern Mariana Islands,’’ after ‘‘Puerto 

13 Rico,’’; 

14 (3) in section 602(23) (12 U.S.C. 4001(23)) by 

15 inserting ‘‘American Samoa, the Commonwealth of 

16 the Northern Mariana Islands,’’ after ‘‘Puerto 

17 Rico,’’; and 

18 (4) in section 603(d)(2)(A) (12 U.S.C. 

19 4002(d)(2)(A)), by inserting ‘‘American Samoa, the 

20 Commonwealth of the Northern Mariana Islands,’’ 

21 after ‘‘Puerto Rico,’’. 

22 (b) EFFECTIVE DATE.—This section shall take effect 

23 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 

10 shall revise the Small Bank Holding Company Policy 

11 Statement on Assessment of Financial and Managerial 

12 Factors (12 C.F.R. part 225—appendix C) to raise the 

13 consolidated asset threshold under such policy statement 

14 from $1,000,000,000 (as adjusted by Public Law 113– 

15 250) to $10,000,000,000. 

16 (b) CONFORMING AMENDMENT.—Subparagraph (C) 

17 of section 171(b)(5) of the Dodd-Frank Wall Street Re18 form and Consumer Protection Act (12 U.S.C. 

19 5371(b)(5)) is 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 

7 of the Truth in Lending Act (15 U.S.C. 1639d) is amend8 ed— 

9 (1) by adding at the end the following: 

10 ‘‘(k) SAFE HARBOR FOR LOANS HELD BY SMALLER

11 CREDITORS.— 

12 ‘‘(1) IN GENERAL.—A creditor shall not be in 

13 violation of subsection (a) with respect to a loan if— 

14 ‘‘(A) the creditor has consolidated assets of 

15 $10,000,000,000 or less; and 

16 ‘‘(B) the creditor holds the loan on the bal17 ance sheet of the creditor for the 3-year period 

18 beginning on the date of the origination of the 

19 loan. 

20 ‘‘(2) EXCEPTION FOR CERTAIN TRANSFERS.— 

21 In the case of a creditor that transfers a loan to an22 other person by reason of the bankruptcy or failure 

23 of the creditor, the purchase of the creditor, or a su24 pervisory act or recommendation from a State or 

25 Federal regulator, the creditor shall be deemed to 


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1 have complied with the requirement under para2 graph (1)(B).’’; and 

3 (2) by striking the term ‘‘Board’’ each place 

4 such term appears and inserting ‘‘Consumer Law 

5 Enforcement Agency’’. 

6 (b) MODIFICATION TO EXEMPTION FOR SMALL

7 SERVICERS OF MORTGAGE LOANS.—Section 6 of the Real 

8 Estate Settlement Procedures Act of 1974 (12 U.S.C. 

9 2605) is amended by adding at the end the following: 

10 ‘‘(n) SMALL SERVICER EXEMPTION.—The Consumer 

11 Law Enforcement Agency shall, by regulation, provide ex12 emptions to, or adjustments for, the provisions of this sec13 tion for a servicer that annually services 20,000 or fewer 

14 mortgage loans, in order to reduce regulatory burdens 

15 while appropriately balancing consumer protections.’’. 

16 Subtitle H—Financial Institutions 

17 Examination Fairness and Reform 

18 SEC. 536. TIMELINESS OF EXAMINATION REPORTS. 

19 (a) IN GENERAL.—The Federal Financial Institu20 tions Examination Council Act of 1978 (12 U.S.C. 3301 

21 et seq.) is amended by adding at the end the following: 

22 ‘‘SEC. 1012. TIMELINESS OF EXAMINATION REPORTS. 

23 ‘‘(a) IN GENERAL.— 

24 ‘‘(1) FINAL EXAMINATION REPORT.—A Federal 

25 financial institutions regulatory agency shall provide 


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1 a final examination report to a financial institution 

2 not later than 60 days after the later of— 

3 ‘‘(A) the exit interview for an examination 

4 of the institution; or 

5 ‘‘(B) the provision of additional informa6 tion by the institution relating to the examina7 tion. 

8 ‘‘(2) EXIT INTERVIEW.—If a financial institu9 tion is not subject to a resident examiner program, 

10 the exit interview shall occur not later than the end 

11 of the 9-month period beginning on the commence12 ment of the examination, except that such period 

13 may be extended by the Federal financial institu14 tions regulatory agency by providing written notice 

15 to the institution and the Independent Examination 

16 Review Director describing with particularity the 

17 reasons that a longer period is needed to complete 

18 the examination. 

19 ‘‘(b) EXAMINATION MATERIALS.—Upon the request 

20 of a financial institution, the Federal financial institutions 

21 regulatory agency shall include with the final report an 

22 appendix listing all examination or other factual informa23 tion relied upon by the agency in support of a material 

24 supervisory determination. 


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1 ‘‘SEC. 1013. EXAMINATION STANDARDS. 

2 ‘‘(a) IN GENERAL.—In the examination of a financial 

3 institution— 

4 ‘‘(1) a commercial loan shall not be placed in 

5 non-accrual status solely because the collateral for 

6 such loan has deteriorated in value; 

7 ‘‘(2) a modified or restructured commercial loan 

8 shall be removed from non-accrual status if the bor9 rower demonstrates the ability to perform on such 

10 loan over a maximum period of 6 months, except 

11 that with respect to loans on a quarterly, semi12 annual, or longer repayment schedule such period 

13 shall be a maximum of 3 consecutive repayment pe14 riods; 

15 ‘‘(3) a new appraisal on a performing commer16 cial loan shall not be required unless an advance of 

17 new funds is involved; and 

18 ‘‘(4) in classifying a commercial loan in which 

19 there has been deterioration in collateral value, the 

20 amount to be classified shall be the portion of the 

21 deficiency relating to the decline in collateral value 

22 and repayment capacity of the borrower. 

23 ‘‘(b) WELL CAPITALIZED INSTITUTIONS.—The Fed24 eral financial institutions regulatory agencies may not re25 quire a financial institution that is well capitalized to raise 


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1 additional capital in lieu of an action prohibited under 

2 subsection (a). 

3 ‘‘(c) CONSISTENT LOAN CLASSIFICATIONS.—The 

4 Federal financial institutions regulatory agencies shall de5 velop and apply identical definitions and reporting require6 ments for non-accrual loans. 

7 ‘‘SEC. 1014. OFFICE OF INDEPENDENT EXAMINATION RE8 VIEW. 

9 ‘‘(a) ESTABLISHMENT.—There is established in the 

10 Council an Office of Independent Examination Review 

11 (the ‘Office’). 

12 ‘‘(b) HEAD OF OFFICE.—There is established the po13 sition of the Independent Examination Review Director 

14 (the ‘Director’), as the head of the Office. The Director 

15 shall be appointed by the Council and shall be independent 

16 from any member agency of the Council. 

17 ‘‘(c) STAFFING.—The Director is authorized to hire 

18 staff to support the activities of the Office. 

19 ‘‘(d) DUTIES.—The Director shall— 

20 ‘‘(1) receive and, at the Director’s discretion, 

21 investigate complaints from financial institutions, 

22 their representatives, or another entity acting on be23 half of such institutions, concerning examinations, 

24 examination practices, or examination reports; 


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1 ‘‘(2) hold meetings, at least once every three 

2 months and in locations designed to encourage par3 ticipation from all sections of the United States, 

4 with financial institutions, their representatives, or 

5 another entity acting on behalf of such institutions, 

6 to discuss examination procedures, examination 

7 practices, or examination policies; 

8 ‘‘(3) review examination procedures of the Fed9 eral financial institutions regulatory agencies to en10 sure that the written examination policies of those 

11 agencies are being followed in practice and adhere to 

12 the standards for consistency established by the 

13 Council; 

14 ‘‘(4) conduct a continuing and regular review of 

15 examination quality assurance for all examination 

16 types conducted by the Federal financial institutions 

17 regulatory agencies; 

18 ‘‘(5) adjudicate any supervisory appeal initiated 

19 under section 1015; and 

20 ‘‘(6) report annually to the Committee on Fi21 nancial Services of the House of Representatives, the 

22 Committee on Banking, Housing, and Urban Affairs 

23 of the Senate, and the Council, on the reviews car24 ried out pursuant to paragraphs (3) and (4), includ25 ing compliance with the requirements set forth in 


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1 section 1012 regarding timeliness of examination re2 ports, and the Council’s recommendations for im3 provements in examination procedures, practices, 

4 and policies. 

5 ‘‘(e) CONFIDENTIALITY.—The Director shall keep 

6 confidential all meetings with, discussions with, and infor7 mation provided by financial institutions. 

8 ‘‘SEC. 1015. RIGHT TO INDEPENDENT REVIEW OF MATERIAL 

9 SUPERVISORY DETERMINATIONS. 

10 ‘‘(a) IN GENERAL.—A financial institution shall have 

11 the right to obtain an independent review of a material 

12 supervisory determination contained in a final report of 

13 examination. 

14 ‘‘(b) NOTICE.— 

15 ‘‘(1) TIMING.—A financial institution seeking 

16 review of a material supervisory determination under 

17 this section shall file a written notice with the Inde18 pendent Examination Review Director (the ‘Direc19 tor’) within 60 days after receiving the final report 

20 of examination that is the subject of such review. 

21 ‘‘(2) IDENTIFICATION OF DETERMINATION.— 

22 The written notice shall identify the material super23 visory determination that is the subject of the inde24 pendent examination review, and a statement of the 

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1 mination is incorrect or should otherwise be modi2 fied. 

3 ‘‘(3) INFORMATION TO BE PROVIDED TO INSTI4 TUTION.—Any information relied upon by the agen5 cy in the final report that is not in the possession 

6 of the financial institution may be requested by the 

7 financial institution and shall be delivered promptly 

8 by the agency to the financial institution. 

9 ‘‘(c) RIGHT TO HEARING.— 

10 ‘‘(1) IN GENERAL.—The Director shall deter11 mine the merits of the appeal on the record or, at 

12 the financial institution’s election, shall refer the ap13 peal to an Administrative Law Judge to conduct a 

14 confidential hearing pursuant to the procedures set 

15 forth under sections 556 and 557 of title 5, United 

16 States Code, which hearing shall take place not later 

17 than 60 days after the petition for review was re18 ceived by the Director, and to issue a proposed deci19 sion to the Director based upon the record estab20 lished at such hearing. 

21 ‘‘(2) STANDARD OF REVIEW.—In rendering a 

22 determination or recommendation under this sub23 section, neither the Administrative Law Judge nor 

24 the Director shall defer to the opinions of the exam25 iner or agency, but shall conduct a de novo review 


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1 to independently determine the appropriateness of 

2 the agency’s decision based upon the relevant stat3 utes, regulations, and other appropriate guidance, as 

4 well as evidence adduced at any hearing. 

5 ‘‘(d) FINAL DECISION.—A decision by the Director 

6 on an independent review under this section shall— 

7 ‘‘(1) be made not later than 60 days after the 

8 record has been closed; and 

9 ‘‘(2) be deemed final agency action and shall 

10 bind the agency whose supervisory determination 

11 was the subject of the review and the financial insti12 tution requesting the review. 

13 ‘‘(e) RIGHT TO JUDICIAL REVIEW.—A financial insti14 tution shall have the right to petition for review of final 

15 agency action under this section by filing a Petition for 

16 Review within 60 days of the Director’s decision in the 

17 United States Court of Appeals for the District of Colum18 bia Circuit or the Circuit in which the financial institution 

19 is located. 

20 ‘‘(f) REPORT.—The Director shall report annually to 

21 the Committee on Financial Services of the House of Rep22 resentatives and the Committee on Banking, Housing, and 

23 Urban Affairs of the Senate on actions taken under this 

24 section, including the types of issues that the Director has 

25 reviewed and the results of those reviews. In no case shall 


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1 such a report contain information about individual finan2 cial institutions or any confidential or privileged informa3 tion shared by financial institutions. 

4 ‘‘(g) RETALIATION PROHIBITED.—A Federal finan5 cial institutions regulatory agency may not— 

6 ‘‘(1) retaliate against a financial institution, in7 cluding service providers, or any institution-affiliated 

8 party (as defined under section 3 of the Federal De9 posit Insurance Act), for exercising appellate rights 

10 under this section; or 

11 ‘‘(2) delay or deny any agency action that 

12 would benefit a financial institution or any institu13 tion-affiliated party on the basis that an appeal 

14 under this section is pending under this section. 

15 ‘‘(h) RULE OF CONSTRUCTION.—Nothing in this sec16 tion may be construed— 

17 ‘‘(1) to affect the right of a Federal financial 

18 institutions regulatory agency to take enforcement 

19 or other supervisory actions related to a material su20 pervisory determination under review under this sec21 tion; or 

22 ‘‘(2) to prohibit the review under this section of 

23 a material supervisory determination with respect to 

24 which there is an ongoing enforcement or other su25 pervisory action.’’. 


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1 (b) ADDITIONAL AMENDMENTS.— 

2 (1) RIEGLE COMMUNITY DEVELOPMENT AND

3 REGULATORY IMPROVEMENT ACT OF 1994.—Section 

4 309 of the Riegle Community Development and Reg5 ulatory Improvement Act of 1994 (12 U.S.C. 4806) 

6 is amended— 

7 (A) in subsection (a), by inserting after 

8 ‘‘appropriate Federal banking agency’’ the fol9 lowing: ‘‘, the Consumer Law Enforcement 

10 Agency,’’; 

11 (B) in subsection (b)— 

12 (i) in paragraph (2), by striking ‘‘the 

13 appellant from retaliation by agency exam14 iners’’ and inserting ‘‘the insured deposi15 tory institution or insured credit union 

16 from retaliation by the agencies referred to 

17 in subsection (a)’’; and 

18 (ii) by adding at the end the following 

19 flush-left text: 

20 ‘‘For purposes of this subsection and subsection (e), retal21 iation includes delaying consideration of, or withholding 

22 approval of, any request, notice, or application that other23 wise would have been approved, but for the exercise of the 

24 institution’s or credit union’s rights under this section.’’; 

25 (C) in subsection (e)(2)— 


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1 (i) in subparagraph (B), by striking 

2 ‘‘and’’ at the end; 

3 (ii) in subparagraph (C), by striking 

4 the period and inserting ‘‘; and’’; and 

5 (iii) by adding at the end the fol6 lowing: 

7 ‘‘(D) ensure that appropriate safeguards 

8 exist for protecting the insured depository insti9 tution or insured credit union from retaliation 

10 by any agency referred to in subsection (a) for 

11 exercising its rights under this subsection.’’; 

12 and 

13 (D) in subsection (f)(1)(A)— 

14 (i) in clause (ii), by striking ‘‘and’’ at 

15 the end; 

16 (ii) in clause (iii), by striking ‘‘and’’ 

17 at the end; and 

18 (iii) by adding at the end the fol19 lowing: 

20 ‘‘(iv) any issue specifically listed in an 

21 exam report as a matter requiring atten22 tion by the institution’s management or 

23 board of directors; and 

24 ‘‘(v) any suspension or removal of an 

25 institution’s status as eligible for expedited 


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1 processing of applications, requests, no2 tices, or filings on the grounds of a super3 visory or compliance concern, regardless of 

4 whether that concern has been cited as a 

5 basis for another material supervisory de6 termination or matter requiring attention 

7 in an examination report, provided that the 

8 conduct at issue did not involve violation of 

9 any criminal law; and’’. 

10 (2) FEDERAL CREDIT UNION ACT.—Section 

11 205(j) of the Federal Credit Union Act (12 U.S.C. 

12 1785(j)) is amended by inserting ‘‘the Consumer 

13 Law Enforcement Agency,’’ before ‘‘the Administra14 tion’’ each place such term appears. 

15 (3) FEDERAL FINANCIAL INSTITUTIONS EXAM16 INATION COUNCIL ACT OF 1978.—The Federal Fi17 nancial Institutions Examination Council Act of 

18 1978 (12 U.S.C. 3301 et seq.) is amended— 

19 (A) in section 1003, by amending para20 graph (1) to read as follows: 

21 ‘‘(1) the term ‘Federal financial institutions 

22 regulatory agencies’— 

23 ‘‘(A) means the Office of the Comptroller 

24 of the Currency, the Board of Governors of the 

25 Federal Reserve System, the Federal Deposit 


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1 Insurance Corporation, and the National Credit 

2 Union Administration; and 

3 ‘‘(B) for purposes of sections 1012, 1013, 

4 1014, and 1015, includes the Consumer Law 

5 Enforcement Agency;’’; and 

6 (B) in section 1005, by striking ‘‘One7 fifth’’ and inserting ‘‘One-fourth’’. 

8 Subtitle I—National Credit Union 

9 Administration Budget Trans10 parency 

11 SEC. 541. BUDGET TRANSPARENCY FOR THE NCUA. 

12 Section 209(b) of the Federal Credit Union Act (12 

13 U.S.C. 1789) is amended— 

14 (1) by redesignating paragraphs (1) and (2) as 

15 paragraphs (2) and (3), respectively; 

16 (2) by inserting before paragraph (2), as so re17 designated, the following: 

18 ‘‘(1) on an annual basis and prior to the sub19 mission of the detailed business-type budget required 

20 under paragraph (2)— 

21 ‘‘(A) make publicly available and cause to 

22 be printed in the Federal Register a draft of 

23 such detailed business-type budget; and 

24 ‘‘(B) hold a public hearing, with public no25 tice provided of such hearing, wherein the pubVerDate Sep 11 2014 02:32 Apr 27, 2017 Jkt 069200 PO 00000 Frm 00306 Fmt 6652 Sfmt 6201 E:\BILLS\H10.IH H10

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1 lic can submit comments on the draft of such 

2 detailed business-type budget;’’; and 

3 (3) in paragraph (2), as so redesignated— 

4 (A) by inserting ‘‘detailed’’ after ‘‘submit 

5 a’’; and 

6 (B) by inserting ‘‘, and where such budget 

7 shall address any comments submitted by the 

8 public pursuant to paragraph (1)(B)’’ after 

9 ‘‘Control Act’’. 

10 Subtitle J—Taking Account of In11 stitutions With Low Operation 

12 Risk 

13 SEC. 546. REGULATIONS APPROPRIATE TO BUSINESS MOD14 ELS. 

15 (a) IN GENERAL.—For any regulatory action occur16 ring after the date of the enactment of this Act, each Fed17 eral financial institutions regulatory agency shall— 

18 (1) take into consideration the risk profile and 

19 business models of each type of institution or class 

20 of institutions subject to the regulatory action; 

21 (2) determine the necessity, appropriateness, 

22 and impact of applying such regulatory action to 

23 such institutions or classes of institutions; and 

24 (3) tailor such regulatory action in a manner 

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1 ability risk, and other burdens, as appropriate, for 

2 the risk profile and business model of the institution 

3 or class of institutions involved. 

4 (b) OTHER CONSIDERATIONS.—In carrying out the 

5 requirements of subsection (a), each Federal financial in6 stitutions regulatory agency shall consider— 

7 (1) the impact that such regulatory action, both 

8 by itself and in conjunction with the aggregate effect 

9 of other regulations, has on the ability of the appli10 cable institution or class of institutions to serve 

11 evolving and diverse customer needs; 

12 (2) the potential impact of examination manu13 als, regulatory actions taken with respect to third14 party service providers, or other regulatory directives 

15 that may be in conflict or inconsistent with the tai16 loring of such regulatory action described in sub17 section (a)(3); and 

18 (3) the underlying policy objectives of the regu19 latory action and statutory scheme involved. 

20 (c) NOTICE OF PROPOSED AND FINAL RULE21 MAKING.—Each Federal financial institutions regulatory 

22 agency shall disclose in every notice of proposed rule23 making and in any final rulemaking for a regulatory ac24 tion how the agency has applied subsections (a) and (b). 

25 (d) REPORTS TO CONGRESS.— 


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1 (1) INDIVIDUAL AGENCY REPORTS.— 

2 (A) IN GENERAL.—Not later than 1 year 

3 after the date of the enactment of this Act and 

4 annually thereafter, each Federal financial in5 stitutions regulatory agency shall report to the 

6 Committee on Financial Services of the House 

7 of Representatives and the Committee on Bank8 ing, Housing, and Urban Affairs of the Senate 

9 on the specific actions taken to tailor the regu10 latory actions of the agency pursuant to the re11 quirements of this Act. 

12 (B) APPEARANCE BEFORE THE COMMIT13 TEES.—The head of each Federal financial in14 stitution regulatory agency shall appear before 

15 the Committee on Financial Services of the 

16 House of Representatives and the Committee 

17 on Banking, Housing, and Urban Affairs of the 

18 Senate after each report is made pursuant to 

19 subparagraph (A) to testify on the contents of 

20 such report. 

21 (2) FIEC REPORTS.— 

22 (A) IN GENERAL.—Not later than 3 

23 months after each report is submitted under 

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1 mittee on Financial Services of the House of 

2 Representatives and the Committee on Bank3 ing, Housing, and Urban Affairs of the Senate 

4 on— 

5 (i) the extent to which regulatory ac6 tions tailored pursuant to this Act result in 

7 different treatment of similarly situated in8 stitutions of diverse charter types; and 

9 (ii) the reasons for such differential 

10 treatment. 

11 (B) APPEARANCE BEFORE THE COMMIT12 TEES.—The Chairman of the Financial Institu13 tions Examination Council shall appear before 

14 the Committee on Financial Services of the 

15 House of Representatives and the Committee 

16 on Banking, Housing, and Urban Affairs of the 

17 Senate after each report is made pursuant to 

18 subparagraph (A) to testify on the contents of 

19 such report. 

20 (e) LIMITED LOOK-BACK APPLICATION.— 

21 (1) IN GENERAL.—Each Federal financial insti22 tutions regulatory agency shall conduct a review of 

23 all regulations adopted during the period beginning 

24 on the date that is seven years before the date of the 

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1 tives and ending on the date of the enactment of 

2 this Act, and apply the requirements of this Act to 

3 such regulations. 

4 (2) REVISION.—If the application of the re5 quirements of this Act to any such regulation re6 quires such regulation to be revised, the applicable 

7 Federal financial institutions regulatory agency shall 

8 revise such regulation within 3 years of the enact9 ment of this Act. 

10 (f) DEFINITIONS.—In this Act, the following defini11 tions shall apply: 

12 (1) FEDERAL FINANCIAL INSTITUTIONS REGU13 LATORY AGENCIES.—The term ‘‘Federal financial in14 stitutions regulatory agencies’’ means the Office of 

15 the Comptroller of the Currency, the Board of Gov16 ernors of the Federal Reserve System, the Federal 

17 Deposit Insurance Corporation, the National Credit 

18 Union Administration, and the Consumer Law En19 forcement Agency. 

20 (2) REGULATORY ACTION.—The term ‘‘regu21 latory action’’ means any proposed, interim, or final 

22 rule or regulation, guidance, or published interpreta23 tion. 


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1 Subtitle K—Federal Savings 

2 Association Charter Flexibility 

3 SEC. 551. OPTION FOR FEDERAL SAVINGS ASSOCIATIONS 

4 TO OPERATE AS A COVERED SAVINGS ASSO5 CIATION. 

6 The Home Owners’ Loan Act is amended by inserting 

7 after section 5 (12 U.S.C. 1464) the following: 

8 ‘‘SEC. 5A. ELECTION TO OPERATE AS A COVERED SAVINGS 

9 ASSOCIATION. 

10 ‘‘(a) DEFINITION.—In this section, the term ‘covered 

11 savings association’ means a Federal savings association 

12 that makes an election approved under subsection (b). 

13 ‘‘(b) ELECTION.— 

14 ‘‘(1) IN GENERAL.—Upon issuance of the rules 

15 described in subsection (f), a Federal savings asso16 ciation may elect to operate as a covered savings as17 sociation by submitting a notice to the Comptroller 

18 of such election. 

19 ‘‘(2) APPROVAL.—A Federal savings association 

20 shall be deemed to be approved to operate as a cov21 ered savings association on the date that is 60 days 

22 after the date on which the Comptroller receives the 

23 notice under paragraph (1), unless the Comptroller 

24 notifies the Federal savings association otherwise. 


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1 ‘‘(c) RIGHTS AND DUTIES.—Notwithstanding any 

2 other provision of law and except as otherwise provided 

3 in this section, a covered savings association shall— 

4 ‘‘(1) have the same rights and privileges as a 

5 national bank that has its main office situated in the 

6 same location as the home office of the covered sav7 ings association; and 

8 ‘‘(2) be subject to the same duties, restrictions, 

9 penalties, liabilities, conditions, and limitations that 

10 would apply to such a national bank. 

11 ‘‘(d) TREATMENT OF COVERED SAVINGS ASSOCIA12 TIONS.—A covered savings association shall be treated as 

13 a Federal savings association for the purposes— 

14 ‘‘(1) of governance of the covered savings asso15 ciation, including incorporation, bylaws, boards of 

16 directors, shareholders, and distribution of divi17 dends; 

18 ‘‘(2) of consolidation, merger, dissolution, con19 version (including conversion to a stock bank or to 

20 another charter), conservatorship, and receivership; 

21 and 

22 ‘‘(3) determined by regulation of the Comp23 troller. 

24 ‘‘(e) EXISTING BRANCHES.—A covered savings asso25 ciation may continue to operate any branch or agency the 


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1 covered savings association operated on the date on which 

2 an election under subsection (b) is approved. 

3 ‘‘(f) RULEMAKING.—The Comptroller shall issue 

4 rules to carry out this section— 

5 ‘‘(1) that establish streamlined standards and 

6 procedures that clearly identify required documenta7 tion or timelines for an election under subsection 

8 (b); 

9 ‘‘(2) that require a Federal savings association 

10 that makes an election under subsection (b) to iden11 tify specific assets and subsidiaries— 

12 ‘‘(A) that do not conform to the require13 ments for assets and subsidiaries of a national 

14 bank; and 

15 ‘‘(B) that are held by the Federal savings 

16 association on the date on which the Federal 

17 savings association submits a notice of such 

18 election; 

19 ‘‘(3) that establish— 

20 ‘‘(A) a transition process for bringing such 

21 assets and subsidiaries into conformance with 

22 the requirements for a national bank; and 

23 ‘‘(B) procedures for allowing the Federal 

24 savings association to provide a justification for 

25 grandfathering such assets and subsidiaries 


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1 after electing to operate as a covered savings 

2 association; 

3 ‘‘(4) that establish standards and procedures to 

4 allow a covered savings association to terminate an 

5 election under subsection (b) after an appropriate 

6 period of time or to make a subsequent election; 

7 ‘‘(5) that clarify requirements for the treatment 

8 of covered savings associations, including the provi9 sions of law that apply to covered savings associa10 tions; and 

11 ‘‘(6) as the Comptroller deems necessary and in 

12 the interests of safety and soundness.’’. 

13 Subtitle L—SAFE Transitional 

14 Licensing 

15 SEC. 556. ELIMINATING BARRIERS TO JOBS FOR LOAN 

16 ORIGINATORS. 

17 (a) IN GENERAL.—The S.A.F.E. Mortgage Licensing 

18 Act of 2008 (12 U.S.C. 5101 et seq.) is amended by add19 ing at the end the following: 

20 ‘‘SEC. 1518. EMPLOYMENT TRANSITION OF LOAN ORIGINA21 TORS. 

22 ‘‘(a) TEMPORARY AUTHORITY TO ORIGINATE LOANS

23 FOR LOAN ORIGINATORS MOVING FROM A DEPOSITORY

24 INSTITUTION TO A NON-DEPOSITORY INSTITUTION.— 


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1 ‘‘(1) IN GENERAL.—Upon employment by a 

2 State-licensed mortgage company, an individual who 

3 is a registered loan originator shall be deemed to 

4 have temporary authority to act as a loan originator 

5 in an application State for the period described in 

6 paragraph (2) if the individual— 

7 ‘‘(A) has not had an application for a loan 

8 originator license denied, or had such a license 

9 revoked or suspended in any governmental ju10 risdiction; 

11 ‘‘(B) has not been subject to or served 

12 with a cease and desist order in any govern13 mental jurisdiction or as described in section 

14 1514(c); 

15 ‘‘(C) has not been convicted of a felony 

16 that would preclude licensure under the law of 

17 the application State; 

18 ‘‘(D) has submitted an application to be a 

19 State-licensed loan originator in the application 

20 State; and 

21 ‘‘(E) was registered in the Nationwide 

22 Mortgage Licensing System and Registry as a 

23 loan originator during the 12-month period pre24 ceding the date of submission of the informa25 tion required under section 1505(a). 


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1 ‘‘(2) PERIOD.—The period described in para2 graph (1) shall begin on the date that the individual 

3 submits the information required under section 

4 1505(a) and shall end on the earliest of— 

5 ‘‘(A) the date that the individual with6 draws the application to be a State-licensed 

7 loan originator in the application State; 

8 ‘‘(B) the date that the application State 

9 denies, or issues a notice of intent to deny, the 

10 application; 

11 ‘‘(C) the date that the application State 

12 grants a State license; or 

13 ‘‘(D) the date that is 120 days after the 

14 date on which the individual submits the appli15 cation, if the application is listed on the Nation16 wide Mortgage Licensing System and Registry 

17 as incomplete. 

18 ‘‘(b) TEMPORARY AUTHORITY TO ORIGINATE LOANS

19 FOR STATE-LICENSED LOAN ORIGINATORS MOVING

20 INTERSTATE.— 

21 ‘‘(1) IN GENERAL.—A State-licensed loan origi22 nator shall be deemed to have temporary authority 

23 to act as a loan originator in an application State 

24 for the period described in paragraph (2) if the 

25 State-licensed loan originator— 


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1 ‘‘(A) meets the requirements of subpara2 graphs (A), (B), (C), and (D) of subsection 

3 (a)(1); 

4 ‘‘(B) is employed by a State-licensed mort5 gage company in the application State; and 

6 ‘‘(C) was licensed in a State that is not the 

7 application State during the 30-day period pre8 ceding the date of submission of the informa9 tion required under section 1505(a) in connec10 tion with the application submitted to the appli11 cation State. 

12 ‘‘(2) PERIOD.—The period described in para13 graph (1) shall begin on the date that the State-li14 censed loan originator submits the information re15 quired under section 1505(a) in connection with the 

16 application submitted to the application State and 

17 end on the earliest of— 

18 ‘‘(A) the date that the State-licensed loan 

19 originator withdraws the application to be a 

20 State-licensed loan originator in the application 

21 State; 

22 ‘‘(B) the date that the application State 

23 denies, or issues a notice of intent to deny, the 

24 application; 


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1 ‘‘(C) the date that the application State 

2 grants a State license; or 

3 ‘‘(D) the date that is 120 days after the 

4 date on which the State-licensed loan originator 

5 submits the application, if the application is 

6 listed on the Nationwide Mortgage Licensing 

7 System and Registry as incomplete. 

8 ‘‘(c) APPLICABILITY.— 

9 ‘‘(1) Any person employing an individual who is 

10 deemed to have temporary authority to act as a loan 

11 originator in an application State pursuant to this 

12 section shall be subject to the requirements of this 

13 title and to applicable State law to the same extent 

14 as if such individual was a State-licensed loan origi15 nator licensed by the application State. 

16 ‘‘(2) Any individual who is deemed to have tem17 porary authority to act as a loan originator in an ap18 plication State pursuant to this section and who en19 gages in residential mortgage loan origination activi20 ties shall be subject to the requirements of this title 

21 and to applicable State law to the same extent as if 

22 such individual was a State-licensed loan originator 

23 licensed by the application State. 

24 ‘‘(d) DEFINITIONS.—In this section, the following 

25 definitions shall apply: 


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1 ‘‘(1) STATE-LICENSED MORTGAGE COMPANY.— 

2 The term ‘State-licensed mortgage company’ means 

3 an entity licensed or registered under the law of any 

4 State to engage in residential mortgage loan origina5 tion and processing activities. 

6 ‘‘(2) APPLICATION STATE.—The term ‘applica7 tion State’ means a State in which a registered loan 

8 originator or a State-licensed loan originator seeks 

9 to be licensed.’’. 

10 (b) TABLE OF CONTENTS AMENDMENT.—The table 

11 of contents in section 1(b) of the Housing and Economic 

12 Recovery Act of 2008 (42 U.S.C. 4501 note) is amended 

13 by inserting after the item relating to section 1517 the 

14 following: 

‘‘Sec. 1518. Employment transition of loan originators.’’. 

15 (c) AMENDMENT TO CIVIL LIABILITY OF THE CON16 SUMER LAW ENFORCEMENT AGENCY AND OTHER OFFI17 CIALS.—Section 1513 of the S.A.F.E. Mortgage Licensing 

18 Act of 2008 (12 U.S.C. 5112) is amended by striking ‘‘are 

19 loan originators or are applying for licensing or registra20 tion as loan originators’’ and inserting ‘‘are applying for 

21 licensing or registration using the Nationwide Mortgage 

22 Licensing System and Registry’’. 


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1 Subtitle M—Right to Lend 

2 SEC. 561. SMALL BUSINESS LOAN DATA COLLECTION RE3 QUIREMENT. 

4 (a) REPEAL.—Section 704B of the Equal Credit Op5 portunity Act (15 U.S.C. 1691c–2) is repealed. 

6 (b) CONFORMING AMENDMENTS.—Section 701(b) of 

7 the Equal Credit Opportunity Act (15 U.S.C. 1691(b)) is 

8 amended— 

9 (1) in paragraph (3), by inserting ‘‘or’’ at the 

10 end; 

11 (2) in paragraph (4), by striking ‘‘; or’’ and in12 serting a period; and 

13 (3) by striking paragraph (5). 

14 (c) CLERICAL AMENDMENT.—The table of sections 

15 for title VII of the Consumer Credit Protection Act is 

16 amended by striking the item relating to section 704B. 

17 Subtitle N—Community Bank 

18 Reporting Relief 

19 SEC. 566. SHORT FORM CALL REPORT. 

20 (a) IN GENERAL.—Section 7(a) of the Federal De21 posit Insurance Act (12 U.S.C. 1817(a)) is amended by 

22 adding at the end the following: 

23 ‘‘(12) SHORT FORM REPORTING.— 

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1 lowing for a reduced reporting requirement for 

2 covered depository institutions when making the 

3 first and third report of condition for a year, as 

4 required pursuant to paragraph (3). 

5 ‘‘(B) COVERED DEPOSITORY INSTITUTION

6 DEFINED.—For purposes of this paragraph, the 

7 term ‘covered depository institution’ means an 

8 insured depository institution that— 

9 ‘‘(i) is well capitalized (as defined 

10 under section 38(b)); and 

11 ‘‘(ii) satisfies such other criteria as 

12 the appropriate Federal banking agencies 

13 determine appropriate.’’. 

14 (b) REPORT TO CONGRESS.—Not later than 180 days 

15 after the date of the enactment of this Act, and every 365 

16 days thereafter until the appropriate Federal banking 

17 agencies (as defined under section 3 of the Federal De18 posit Insurance Act) have issued the regulations required 

19 under section 7(a)(12)(A) of the Federal Deposit Insur20 ance Act, such agencies shall submit to the Committee on 

21 Financial Services of the House of Representatives and 

22 the Committee on Banking, Housing, and Urban Affairs 

23 of the Senate a report describing the progress made in 

24 issuing such regulations. 


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1 Subtitle O—Homeowner 

2 Information Privacy Protection 

3 SEC. 571. STUDY REGARDING PRIVACY OF INFORMATION 

4 COLLECTED UNDER THE HOME MORTGAGE 

5 DISCLOSURE ACT OF 1975. 

6 (a) STUDY.—The Comptroller General of the United 

7 States shall conduct a study to determine whether the 

8 data required to be published, made available, or disclosed 

9 under the final rule, in connection with other publicly 

10 available data sources, including data made publicly avail11 able under Regulation C (12 C.F.R. 1003) before the ef12 fective date of the final rule, could allow for or increase 

13 the probability of— 

14 (1) exposure of the identity of mortgage appli15 cants or mortgagors through reverse engineering; 

16 (2) exposure of mortgage applicants or mortga17 gors to identity theft or the loss of sensitive personal 

18 financial information; 

19 (3) the marketing or sale of unfair or deceptive 

20 financial products to mortgage applicants or mortga21 gors based on such data; 

22 (4) personal financial loss or emotional distress 

23 resulting from the exposure of mortgage applicants 

24 or mortgagors to identify theft or the loss of sen25 sitive personal financial information; and 


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1 (5) the potential legal liability facing the Con2 sumer Law Enforcement Agency and market partici3 pants in the event the data required to be published, 

4 made available, or disclosed under the final rule 

5 leads or contributes to identity theft or the capture 

6 of sensitive personal financial information. 

7 (b) REPORT.—The Comptroller General of the 

8 United States shall submit to the Committee on Financial 

9 Services of the House of Representatives and the Com10 mittee on Banking, Housing, and Urban Affairs of the 

11 Senate a report that includes— 

12 (1) the findings and conclusions of the Comp13 troller General with respect to the study required 

14 under subsection (a); and 

15 (2) any recommendations for legislative or regu16 latory actions that— 

17 (A) would enhance the privacy of a con18 sumer when accessing mortgage credit; and 

19 (B) are consistent with consumer protec20 tions and safe and sound banking operations. 

21 (c) SUSPENSION OF DATA SHARING REQUIRE22 MENTS.—Notwithstanding any other provision of law, in23 cluding the final rule— 

24 (1) depository institutions shall not be required 

25 to publish, disclose, or otherwise make available to 


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1 the public, pursuant to the Home Mortgage Disclo2 sure Act of 1975 (or regulations issued under such 

3 Act) any data that was not required to be published, 

4 disclosed, or otherwise made available pursuant to 

5 such Act (or regulations issued under such Act) on 

6 the day before the date of the enactment of the 

7 Dodd-Frank Wall Street Reform and Consumer Pro8 tection Act; and 

9 (2) the Consumer Law Enforcement Agency 

10 and the Financial Institutions Examination Council 

11 shall not publish, disclose, or otherwise make avail12 able to the public any such information received 

13 from a depository institution pursuant to the final 

14 rule. 

15 (d) DEFINITIONS.—For purposes of this section: 

16 (1) DEPOSITORY INSTITUTION.—The term ‘‘de17 pository institution’’ has the meaning given that 

18 term under section 303 of the Home Mortgage Dis19 closure Act of 1975 (12 U.S.C. 2802). 

20 (2) FINAL RULE.—The term ‘‘final rule’’ means 

21 the final rule issued by the Bureau of Consumer Fi22 nancial Protection titled ‘‘Home Mortgage Disclo23 sure (Regulation C)’’ (October 28, 2015; 80 Fed. 

24 Reg. 66128). 


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1 Subtitle P—Home Mortgage 

2 Disclosure Adjustment 

3 SEC. 576. DEPOSITORY INSTITUTIONS SUBJECT TO MAINTE4 NANCE OF RECORDS AND DISCLOSURE RE5 QUIREMENTS. 

6 (a) IN GENERAL.—Section 304 of the Home Mort7 gage Disclosure Act of 1975 (12 U.S.C. 2803) is amend8 ed— 

9 (1) by redesignating subsection (i) as paragraph 

10 (2) and adjusting the margin appropriately; and 

11 (2) by inserting before such paragraph (2) the 

12 following: 

13 ‘‘(i) EXEMPTIONS.— 

14 ‘‘(1) IN GENERAL.—With respect to a deposi15 tory institution, the requirements of subsections (a) 

16 and (b) shall not apply— 

17 ‘‘(A) with respect to closed-end mortgage 

18 loans, if such depository institution originated 

19 less than 100 closed-end mortgage loans in each 

20 of the two preceding calendar years; and 

21 ‘‘(B) with respect to open-end lines of 

22 credit, if such depository institution originated 

23 less than 200 open-end lines of credit in each 

24 of the two preceding calendar years.’’. 


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1 (b) TECHNICAL CORRECTION.—Section 304(i)(2) of 

2 such Act, as redesignated by subsection (a), is amended 

3 by striking ‘‘section 303(2)(A)’’ and inserting ‘‘section 

4 303(3)(A)’’. 

5 Subtitle Q—Protecting Consumers’ 

6 Access to Credit 

7 SEC. 581. RATE OF INTEREST AFTER TRANSFER OF LOAN. 

8 (a) AMENDMENT TO THE REVISED STATUTES.—Sec9 tion 5197 of the Revised Statutes of the United States 

10 (12 U.S.C. 85) is amended by adding at the end the fol11 lowing new sentence: ‘‘A loan that is valid when made as 

12 to its maximum rate of interest in accordance with this 

13 section shall remain valid with respect to such rate regard14 less of whether the loan is subsequently sold, assigned, or 

15 otherwise transferred to a third party, and may be en16 forced by such third party notwithstanding any State law 

17 to the contrary.’’. 

18 (b) AMENDMENT TO THE HOME OWNERS’ LOAN

19 ACT.—Section 4(g)(1) of the Home Owners’ Loan Act (12 

20 U.S.C. 1463(g)(1)) is amended by adding at the end the 

21 following new sentence: ‘‘A loan that is valid when made 

22 as to its maximum rate of interest in accordance with this 

23 subsection shall remain valid with respect to such rate re24 gardless of whether the loan is subsequently sold, as25 signed, or otherwise transferred to a third party, and may 


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1 be enforced by such third party notwithstanding any State 

2 law to the contrary.’’. 

3 (c) AMENDMENT TO THE FEDERAL CREDIT UNION

4 ACT.—Section 205(g)(1) of the Federal Credit Union Act 

5 (12 U.S.C. 1785(g)(1)) is amended by adding at the end 

6 the following new sentence: ‘‘A loan that is valid when 

7 made as to its maximum rate of interest in accordance 

8 with this subsection shall remain valid with respect to such 

9 rate regardless of whether the loan is subsequently sold, 

10 assigned, or otherwise transferred to a third party, and 

11 may be enforced by such third party notwithstanding any 

12 State law to the contrary.’’. 

13 (d) AMENDMENT TO THE FEDERAL DEPOSIT INSUR14 ANCE ACT.—Section 27(a) of the Federal Deposit Insur15 ance Act (12 U.S.C. 1831d(a)) is amended by adding at 

16 the end the following new sentence: ‘‘A loan that is valid 

17 when made as to its maximum rate of interest in accord18 ance with this section shall remain valid with respect to 

19 such rate regardless of whether the loan is subsequently 

20 sold, assigned, or otherwise transferred to a third party, 

21 and may be enforced by such third party notwithstanding 

22 any State law to the contrary.’’. 


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1 Subtitle R—NCUA Overhead 

2 Transparency 

3 SEC. 586. FUND TRANSPARENCY. 

4 Section 203 of the Federal Credit Union Act (12 

5 U.S.C. 1783) is amended by adding at the end the fol6 lowing: 

7 ‘‘(g) FUND TRANSPARENCY.— 

8 ‘‘(1) IN GENERAL.—The Board shall accom9 pany each annual budget submitted pursuant to sec10 tion 209(b) with a report containing— 

11 ‘‘(A) a detailed analysis of how the ex12 penses of the Administration are assigned be13 tween prudential activities and insurance-re14 lated activities and the extent to which those 

15 expenses are paid from the fees collected pursu16 ant to section 105 or from the Fund; and 

17 ‘‘(B) the Board’s supporting rationale for 

18 any proposed use of amounts in the Fund con19 tained in such budget, including detailed break20 downs and supporting rationales for any such 

21 proposed use related to titles of this Act other 

22 than this title. 

23 ‘‘(2) PUBLIC DISCLOSURE.—The Board shall 

24 make each report described under paragraph (1) 

25 available to the public.’’. 


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1 TITLE VI—REGULATORY RELIEF 

2 FOR STRONGLY CAPITALIZED, 

3 WELL MANAGED BANKING 

4 ORGANIZATIONS 

5 SEC. 601. CAPITAL ELECTION. 

6 (a) IN GENERAL.—A banking organization may make 

7 an election under this section to be treated as a qualifying 

8 banking organization for purposes of the regulatory relief 

9 described under section 602. 

10 (b) REQUIREMENTS.—A banking organization may 

11 qualify to be treated as a qualifying banking organization 

12 if— 

13 (1) the banking organization has an average le14 verage ratio of at least 10 percent; 

15 (2) with respect to a depository institution hold16 ing company, each insured depository institution 

17 subsidiary of the holding company simultaneously 

18 makes the election described under subsection (a); 

19 and 

20 (3) with respect to an insured depository insti21 tution, any parent depository institution holding 

22 company of the institution simultaneously makes the 

23 election described under subsection (a). 

24 (c) ELECTION PROCESS.—To make an election under 

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1 tion to the appropriate Federal banking agency (and any 

2 applicable State bank supervisor that regulates the bank3 ing organization) containing— 

4 (1) a notice of such election; 

5 (2) the banking organization’s average leverage 

6 ratio, as well as the organization’s quarterly leverage 

7 ratio for each of the most recently completed four 

8 calendar quarters; 

9 (3) if the banking organization is a depository 

10 institution holding company, the information de11 scribed under paragraph (2) for each of the organi12 zation’s insured depository institution subsidiaries; 

13 and 

14 (4) if the banking organization is an insured 

15 depository institution, the information described 

16 under paragraph (2) for any parent depository insti17 tution holding company of the institution. 

18 (d) EFFECTIVE DATE OF ELECTION.— 

19 (1) IN GENERAL.—An election made under this 

20 section shall take effect at the end of the 30-day pe21 riod beginning on the date that the appropriate Fed22 eral banking agency receives the application de23 scribed under subsection (c), unless the appropriate 

24 Federal banking agency determines that the banking 


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1 organization has not met the requirements described 

2 under subsection (b). 

3 (2) NOTICE OF FAILURE TO MEET REQUIRE4 MENTS.—If the appropriate Federal banking agency 

5 determines that a banking organization submitting 

6 an election notice under subsection (c) does not meet 

7 the requirements described under subsection (b), the 

8 agency shall— 

9 (A) notify the banking organization (and 

10 any applicable State bank supervisor that regu11 lates the banking organization), in writing, of 

12 such determination as soon as possible after 

13 such determination is made, but in no case 

14 later than the end of the 30-day period begin15 ning on the date that the appropriate Federal 

16 banking agency receives the election; and 

17 (B) include in such notification the specific 

18 reasons for such determination and steps that 

19 the banking organization can take to meet such 

20 requirements. 

21 (e) TREATMENT OF CERTAIN NEW BANKING ORGA22 NIZATIONS.—In the case of a banking organization that 

23 is a newly-chartered insured depository institution or a 

24 banking organization that becomes a banking organization 

25 because it controls a newly-chartered insured depository 


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1 institution, such banking organization may be treated as 

2 a qualifying banking organization immediately upon be3 coming a banking organization, if— 

4 (1) an election to be treated as a qualifying 

5 banking organization was included in the application 

6 filed with the appropriate Federal banking agency in 

7 connection with becoming a banking organization; 

8 and 

9 (2) as of the date the banking organization be10 comes a banking organization, the banking organiza11 tion’s tangible equity divided by the banking organi12 zation’s leverage exposure, expressed as a percent13 age, is at least 10 percent. 

14 (f) FAILURE TO MAINTAIN QUARTERLY LEVERAGE

15 RATIO AND LOSS OF ELECTION.— 

16 (1) EFFECT OF FAILURE TO MAINTAIN QUAR17 TERLY LEVERAGE RATIO.— 

18 (A) IN GENERAL.—If, with respect to the 

19 most recently completed calendar quarter, the 

20 appropriate Federal banking agency determines 

21 that a qualifying banking organization’s quar22 terly leverage ratio is below 10 percent— 

23 (i) the appropriate Federal banking 

24 agency shall notify the qualifying banking 

25 organization and any applicable State bank 


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1 supervisor that regulates the banking orga2 nization of such determination; 

3 (ii) the appropriate Federal banking 

4 agency may prohibit the banking organiza5 tion from making a capital distribution; 

6 and 

7 (iii) the banking organization shall, 

8 within 3 months of the first such deter9 mination, submit a capital restoration plan 

10 to the appropriate Federal banking agency. 

11 (B) LOSS OF ELECTION AFTER ONE-YEAR

12 REMEDIATION PERIOD.—If a banking organiza13 tion described under subparagraph (A) does 

14 not, within the 1-year period beginning on the 

15 date of such determination, raise the organiza16 tion’s quarterly leverage ratio for a calendar 

17 quarter ending in such 1-year period to at least 

18 10 percent, the banking organization’s election 

19 under this section shall be terminated, and the 

20 appropriate Federal banking agency shall notify 

21 any applicable State bank supervisor that regu22 lates the banking organization of such termi23 nation. 

24 (C) EFFECT OF SUBSIDIARY ON PARENT

25 ORGANIZATION.—With respect to a qualifying 


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1 banking organization described under subpara2 graph (A) that is an insured depository institu3 tion, any parent depository institution holding 

4 company of the qualifying banking organization 

5 shall— 

6 (i) if the appropriate Federal banking 

7 agency determines it appropriate, be pro8 hibited from making a capital distribution 

9 (other than a capital contribution to such 

10 qualifying banking organization described 

11 under subparagraph (A)); and 

12 (ii) if the qualifying banking organiza13 tion has an election terminated under sub14 paragraph (B), any such parent depository 

15 institution holding company shall also have 

16 its election under this section terminated. 

17 (2) IMMEDIATE LOSS OF ELECTION IF THE

18 QUARTERLY LEVERAGE RATIO FALLS BELOW 6 PER19 CENT.— 

20 (A) IN GENERAL.—If, with respect to the 

21 most recently completed calendar quarter, the 

22 appropriate Federal banking agency determines 

23 that a qualifying banking organization’s quar24 terly leverage ratio is below 6 percent, the 

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1 tion shall be terminated, and the appropriate 

2 Federal banking agency shall notify any appli3 cable State bank supervisor that regulates the 

4 banking organization of such termination. 

5 (B) EFFECT OF SUBSIDIARY ON PARENT

6 ORGANIZATION.—With respect to a qualifying 

7 banking organization described under subpara8 graph (A) that is an insured depository institu9 tion, any parent depository institution holding 

10 company of the qualifying banking organization 

11 shall also have its election under this section 

12 terminated. 

13 (3) ABILITY TO MAKE FUTURE ELECTIONS.—If 

14 a banking organization has an election under this 

15 section terminated, the banking organization may 

16 not apply for another election under this section 

17 until the banking organization has maintained a 

18 quarterly leverage ratio of at least 10 percent for 8 

19 consecutive calendar quarters. 

20 SEC. 602. REGULATORY RELIEF. 

21 (a) IN GENERAL.—A qualifying banking organization 

22 shall be exempt from the following: 

23 (1) Any Federal law, rule, or regulation ad24 dressing capital or liquidity requirements or stand25 ards. 


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1 (2) Any Federal law, rule, or regulation that 

2 permits an appropriate Federal banking agency to 

3 object to a capital distribution. 

4 (3) Any consideration by an appropriate Fed5 eral banking agency of the following: 

6 (A) Any risk the qualifying banking orga7 nization may pose to ‘‘the stability of the finan8 cial system of the United States’’, under section 

9 5(c)(2) of the Bank Holding Company Act of 

10 1956. 

11 (B) The ‘‘extent to which a proposed ac12 quisition, merger, or consolidation would result 

13 in greater or more concentrated risks to the 

14 stability of the United States banking or finan15 cial system’’, under section 3(c)(7) of the Bank 

16 Holding Company Act of 1956, so long as the 

17 banking organization, after such proposed ac18 quisition, merger, or consolidation, would main19 tain a quarterly leverage ratio of at least 10 

20 percent. 

21 (C) Whether the performance of an activity 

22 by the banking organization could possibly pose 

23 a ‘‘risk to the stability of the United States 

24 banking or financial system’’, under section 


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1 4(j)(2)(A) of the Bank Holding Company Act 

2 of 1956. 

3 (D) Whether the acquisition of control of 

4 shares of a company engaged in an activity de5 scribed in section 4(j)(1)(A) of the Bank Hold6 ing Company Act of 1956 could possibly pose a 

7 ‘‘risk to the stability of the United States bank8 ing or financial system’’, under section 

9 4(j)(2)(A) of the Bank Holding Company Act 

10 of 1956, so long as the banking organization, 

11 after acquiring control of such company, would 

12 maintain a quarterly leverage ratio of at least 

13 10 percent. 

14 (E) Whether a merger would pose a ‘‘risk 

15 to the stability of the United States banking or 

16 financial system’’, under section 18(c)(5) of the 

17 Federal Deposit Insurance Act, so long as the 

18 banking organization, after such proposed 

19 merger, would maintain a quarterly leverage 

20 ratio of at least 10 percent. 

21 (F) Any risk the qualifying banking orga22 nization may pose to ‘‘the stability of the finan23 cial system of the United States’’, under section 

24 10(b)(4) of the Home Owners’ Loan Act. 


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1 (4) Subsections (i)(8) and (k)(6)(B)(ii) of sec2 tion 4 and section 14 of the Bank Holding Company 

3 Act of 1956. 

4 (5) Section 18(c)(13) of the Federal Deposit 

5 Insurance Act. 

6 (6) Section 163 of the Financial Stability Act 

7 of 2010. 

8 (7) Section 10(e)(2)(E) of the Home Owners’ 

9 Loan Act. 

10 (8) Any Federal law, rule, or regulation imple11 menting standards of the type provided for in sub12 sections (b), (c), (d), (e), (g), (h), (i), and (j) of sec13 tion 165 of the Financial Stability Act of 2010. 

14 (9) Any Federal law, rule, or regulation pro15 viding limitations on mergers, consolidations, or ac16 quisitions of assets or control, to the extent such 

17 limitations relate to capital or liquidity standards or 

18 concentrations of deposits or assets, so long as the 

19 banking organization, after such proposed merger, 

20 consolidation, or acquisition, would maintain a quar21 terly leverage ratio of at least 10 percent. 

22 (b) QUALIFYING BANKING ORGANIZATIONS TREAT23 ED AS WELL CAPITALIZED.—A qualifying banking organi24 zation shall be deemed to be ‘‘well capitalized’’ for pur25 poses of— 


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1 (1) section 216 of the Federal Credit Union 

2 Act; and 

3 (2) sections 29, 38, 44, and 46 of the Federal 

4 Deposit Insurance Act. 

5 (c) TREATMENT OF CERTAIN RISK-WEIGHTED ASSET

6 REQUIREMENTS FOR QUALIFYING BANKING ORGANIZA7 TIONS.— 

8 (1) ACQUISITION SIZE CRITERIA TREATMENT.— 

9 A qualifying banking organization shall be deemed 

10 to meet the criteria described under section 

11 4(j)(4)(D) of the Bank Holding Company Act of 

12 1956, so long as after the proposed transaction the 

13 acquiring qualifying banking organization would 

14 maintain a quarterly leverage ratio of at least 10 

15 percent. 

16 (2) USE OF LEVERAGE EXPOSURE.—With re17 spect to a qualifying banking organization, in deter18 mining whether a proposal qualifies with the criteria 

19 described under subparagraphs (A)(iii) and (B)(i) of 

20 section 4(j)(4) of the Bank Holding Company Act of 

21 1956, the Board of Governors of the Federal Re22 serve System shall consider the leverage exposure of 

23 an insured depository institution instead of the total 

24 risk-weighted assets of such institution. 


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1 SEC. 603. CONTINGENT CAPITAL STUDY. 

2 (a) STUDY.—The Board of Governors of the Federal 

3 Reserve System, the Federal Deposit Insurance Corpora4 tion, and the Office of the Comptroller of the Currency 

5 shall each carry out a study, which shall include holding 

6 public hearings, on how to design a requirement that 

7 banking organizations issue contingent capital with a mar8 ket-based conversion trigger. 

9 (b) REPORT.—Not later than the end of the 1-year 

10 period beginning on the date of the enactment of this Act, 

11 each agency described under subsection (a) shall submit 

12 a report to the Congress containing— 

13 (1) all findings and determinations made by the 

14 agency in carrying out the study required under sub15 section (a); and 

16 (2) the agency’s recommendations on how the 

17 Congress should design a requirement that banking 

18 organizations issue contingent capital with a market19 based conversion trigger. 

20 SEC. 604. STUDY ON ALTERING THE CURRENT PROMPT 

21 CORRECTIVE ACTION RULES. 

22 (a) STUDY.—The Comptroller General of the United 

23 States shall conduct a study to assess the benefits and 

24 feasibility of altering the current prompt corrective action 

25 rules and replacing the Basel-based capital ratios with the 

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1 ger for specific required supervisory interventions. The 

2 Comptroller General shall ensure that such study includes 

3 the following: 

4 (1) An assessment of the performance of an 

5 NACR forward-looking measure of a banking orga6 nization’s solvency condition relative to the regu7 latory capital ratios currently used by prompt cor8 rective action rules. 

9 (2) An analysis of the performance of alter10 native definitions of nonperforming assets. 

11 (3) An assessment of the impact of two alter12 native intervention thresholds: 

13 (A) An initial (high) intervention thresh14 old, below which appropriate Federal banking 

15 agency examiners are required to intervene and 

16 assess a banking organization’s condition and 

17 prescribe remedial measures. 

18 (B) A lower threshold, below which bank19 ing organizations must increase their capital, 

20 seek an acquirer, or face mandatory resolution 

21 within 90 days. 

22 (b) REPORT.—Not later than the end of the 1-year 

23 period beginning on the date of the enactment of this Act, 

24 the Comptroller General shall submit a report to the Con25 gress containing— 


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1 (1) all findings and determinations made in car2 rying out the study required under subsection (a); 

3 and 

4 (2) recommendations on the most suitable defi5 nition of nonperforming assets, as well as the two 

6 numerical thresholds that trigger specific required 

7 supervisory interventions. 

8 SEC. 605. DEFINITIONS. 

9 For purposes of this title: 

10 (1) APPROPRIATE FEDERAL BANKING AGEN11 CY.—The term ‘‘appropriate Federal banking agen12 cy’’— 

13 (A) has the meaning given such term 

14 under section 3 of the Federal Deposit Insur15 ance Act; and 

16 (B) means the National Credit Union Ad17 ministration, in the case of an insured credit 

18 union. 

19 (2) BANKING ORGANIZATION.—The term 

20 ‘‘banking organization’’ means— 

21 (A) an insured depository institution; 

22 (B) an insured credit union; 

23 (C) a depository institution holding com24 pany; 


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1 (D) a company that is treated as a bank 

2 holding company for purposes of section 8 of 

3 the International Banking Act; and 

4 (E) a U.S. intermediate holding company 

5 established by a foreign banking organization 

6 pursuant to section 252.153 of title 12, Code of 

7 Federal Regulations. 

8 (3) FOREIGN EXCHANGE SWAP .—The term 

9 ‘‘foreign exchange swap’’ has the meaning given that 

10 term under section 1a of the Commodity Exchange 

11 Act. 

12 (4) INSURED CREDIT UNION.—The term ‘‘in13 sured credit union’’ has the meaning given that term 

14 under section 101 of the Federal Credit Union Act. 

15 (5) LEVERAGE EXPOSURE.—The term ‘‘lever16 age exposure’’— 

17 (A) with respect to a banking organization 

18 other than an insured credit union or a tradi19 tional banking organization, has the meaning 

20 given the term ‘‘total leverage exposure’’ under 

21 section 3.10(c)(4)(ii), 217.10(c)(4), or 

22 324.10(c)(4) of title 12, Code of Federal Regu23 lations, as applicable, as in effect on the date 

24 of the enactment of this Act; 


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1 (B) with respect to a traditional banking 

2 organization other than an insured credit union, 

3 means total assets (minus any items deducted 

4 from common equity tier 1 capital) as cal5 culated in accordance with generally accepted 

6 accounting principles and as reported on the 

7 traditional banking organization’s applicable 

8 regulatory filing with the banking organiza9 tion’s appropriate Federal banking agency; and 

10 (C) with respect to a banking organization 

11 that is an insured credit union, has the mean12 ing given the term ‘‘total assets’’ under section 

13 702.2 of title 12, Code of Federal Regulations, 

14 as in effect on the date of the enactment of this 

15 Act. 

16 (6) LEVERAGE RATIO DEFINITIONS.— 

17 (A) AVERAGE LEVERAGE RATIO.—With re18 spect to a banking organization, the term ‘‘av19 erage leverage ratio’’ means the average of the 

20 banking organization’s quarterly leverage ratios 

21 for each of the most recently completed four 

22 calendar quarters. 

23 (B) QUARTERLY LEVERAGE RATIO.—With 

24 respect to a banking organization and a cal25 endar quarter, the term ‘‘quarterly leverage 


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1 ratio’’ means the organization’s tangible equity 

2 divided by the organization’s leverage exposure, 

3 expressed as a percentage, on the last day of 

4 such quarter. 

5 (7) NACR.—The term ‘‘NACR’’ means— 

6 (A) book equity less nonperforming assets 

7 plus loan loss reserves, divided by 

8 (B) total banking organization assets. 

9 (8) NONPERFORMING ASSETS.—The term ‘‘non10 performing assets’’ means— 

11 (A) 20 percent of assets that are past due 

12 30 to 89 days, plus 

13 (B) 50 percent of assets that are past due 

14 90 days or more, plus 

15 (C) 100 percent of nonaccrual assets and 

16 other real estate owned. 

17 (9) QUALIFYING BANKING ORGANIZATION.— 

18 The term ‘‘qualifying banking organization’’ means 

19 a banking organization that has made an election 

20 under section 601 and with respect to which such 

21 election is in effect. 

22 (10) SECURITY-BASED SWAP .—The term ‘‘se23 curity-based swap’’ has the meaning given that term 

24 under section 3 of the Securities Exchange Act of 

25 1934. 


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1 (11) SWAP.—The term ‘‘swap’’ has the mean2 ing given that term under section 1a of the Com3 modity Exchange Act. 

4 (12) TANGIBLE EQUITY.—The term ‘‘tangible 

5 equity’’— 

6 (A) with respect to a banking organization 

7 other than a credit union, means the sum of— 

8 (i) common equity tier 1 capital; 

9 (ii) additional tier 1 capital consisting 

10 of instruments issued on or before the date 

11 of enactment of this Act; and 

12 (iii) with respect to a depository insti13 tution holding company that had less than 

14 $15,000,000,000 in total consolidated as15 sets as of December 31, 2009, or March 

16 31, 2010, or a banking organization that 

17 was a mutual holding company as of May 

18 19, 2010, trust preferred securities issued 

19 prior to May 19, 2010, to the extent such 

20 organization was permitted, as of the date 

21 of the enactment of this Act, to consider 

22 such securities as tier 1 capital under ex23 isting regulations of the appropriate Fed24 eral banking agency; and 


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1 (B) with respect to a banking organization 

2 that is a credit union, has the meaning given 

3 the term ‘‘net worth’’ under section 702.2 of 

4 title 12, Code of Federal Regulations, as in ef5 fect on the date of the enactment of this Act. 

6 (13) TRADITIONAL BANKING ORGANIZATION.— 

7 The term ‘‘traditional banking organization’’ means 

8 a banking organization that— 

9 (A) has zero trading assets and zero trad10 ing liabilities; 

11 (B) does not engage in swaps or security12 based swaps, other than swaps or security13 based swaps referencing interest rates or for14 eign exchange swaps; and 

15 (C) has a total notional exposure of swaps 

16 and security-based swaps of not more than 

17 $8,000,000,000. 

18 (14) OTHER BANKING TERMS.—The terms ‘‘in19 sured depository institution’’ and ‘‘depository insti20 tution holding company’’ have the meaning given 

21 those terms, respectively, under section 3 of the 

22 Federal Deposit Insurance Act. 

23 (15) OTHER CAPITAL TERMS.—With respect to 

24 a banking organization, the terms ‘‘additional tier 1 

25 capital’’ and ‘‘common equity tier 1 capital’’ have 


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1 the meaning given such terms, respectively, under 

2 section 3.20, 217.20, or 324.20 of title 12, Code of 

3 Federal Regulations, as applicable, as in effect on 

4 the date of the enactment of this Act. 

5 TITLE VII—EMPOWERING AMER6 ICANS TO ACHIEVE FINAN7 CIAL INDEPENDENCE 

8 Subtitle A—Separation of Powers 

9 and Liberty Enhancements 

10 SEC. 711. CONSUMER LAW ENFORCEMENT AGENCY. 

11 (a) MAKING THE BUREAU AN INDEPENDENT CON12 SUMER LAW ENFORCEMENT AGENCY.—The Consumer 

13 Financial Protection Act of 2010 (12 U.S.C. 5481 et seq.) 

14 is amended— 

15 (1) in section 1011— 

16 (A) in the heading of such section, by 

17 striking ‘‘BUREAU OF CONSUMER FINAN18 CIAL PROTECTION’’ and inserting ‘‘CON19 SUMER LAW ENFORCEMENT AGENCY’’; 

20 (B) in subsection (a)— 

21 (i) in the heading of such subsection, 

22 by striking ‘‘BUREAU’’ and inserting 

23 ‘‘AGENCY’’; 

24 (ii) by striking ‘‘in the Federal Re25 serve System,’’; 


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1 (iii) by striking ‘‘independent bureau’’ 

2 and inserting ‘‘independent agency’’; and 

3 (iv) by striking ‘‘Bureau of Consumer 

4 Financial Protection’’ and inserting ‘‘Con5 sumer Law Enforcement Agency (herein6 after in this section referred to as the 

7 ‘Agency’)’’; 

8 (C) in subsection (b)(5), by amending sub9 paragraph (A) to read as follows: 

10 ‘‘(A) shall be appointed by the President; 

11 and’’; 

12 (D) in subsection (c), by striking para13 graph (3); 

14 (E) in subsection (e), by striking ‘‘, includ15 ing in cities in which the Federal reserve banks, 

16 or branches of such banks, are located,’’; and 

17 (F) by striking ‘‘Bureau’’ each place such 

18 term appears and inserting ‘‘Agency’’; and 

19 (2) in section 1012— 

20 (A) in subsection (a)(10), by striking ‘‘ex21 aminations,’’; and 

22 (B) by striking subsection (c). 

23 (b) DEEMING OF NAME.—Any reference in a law, 

24 regulation, document, paper, or other record of the United 

25 States to the Bureau of Consumer Financial Protection 


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1 shall be deemed a reference to the Consumer Law En2 forcement Agency. 

3 (c) CONFORMING AMENDMENTS.— 

4 (1) DODD-FRANK WALL STREET REFORM AND

5 CONSUMER PROTECTION ACT.—The Dodd-Frank 

6 Wall Street Reform and Consumer Protection Act 

7 (12 U.S.C. 5301 et seq.) is amended— 

8 (A) in the table of contents in section 

9 1(b)— 

10 (i) by striking ‘‘Bureau of Consumer 

11 Financial Protection’’ each place such term 

12 appears and inserting ‘‘Consumer Law En13 forcement Agency’’; and 

14 (ii) in the table of contents relating to 

15 title X, in the items relating to subtitle B, 

16 subtitle C, and section 1027, by striking 

17 ‘‘Bureau’’ each place such term appears 

18 and inserting ‘‘Agency’’; 

19 (B) in section 2, by amending paragraph 

20 (4) to read as follows: 

21 ‘‘(4) AGENCY.—The term ‘Agency’ means the 

22 Consumer Law Enforcement Agency established 

23 under title X.’’; 


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1 (C) in section 342 by striking ‘‘Bureau’’ 

2 each place such term appears in headings and 

3 text and inserting ‘‘Agency’’; 

4 (D) in section 1400(b)— 

5 (i) by striking ‘‘Bureau of Consumer 

6 Financial Protection’’ and inserting ‘‘Con7 sumer Law Enforcement Agency’’; and 

8 (ii) in the subsection heading, by 

9 striking ‘‘BUREAU OF CONSUMER FINAN10 CIAL PROTECTION’’ and inserting ‘‘CON11 SUMER LAW ENFORCEMENT AGENCY’’; 

12 (E) in section 1411(a)(1), by striking ‘‘Bu13 reau’’ and inserting ‘‘Agency’’; and 

14 (F) in section 1447, by striking ‘‘Director 

15 of the Bureau’’ each place such term appears 

16 and inserting ‘‘Director of the Consumer Law 

17 Enforcement Agency’’. 

18 (2) ALTERNATIVE MORTGAGE TRANSACTION

19 PARITY ACT OF 1982.—The Alternative Mortgage 

20 Transaction Parity Act of 1982 (12 U.S.C. 3801 et 

21 seq.) is amended— 

22 (A) by striking ‘‘Bureau of Consumer Fi23 nancial Protection’’ each place such term ap24 pears and inserting ‘‘Consumer Law Enforce25 ment Agency’’; and 


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1 (B) in the subsection heading of subsection 

2 (d) of section 804 (12 U.S.C. 3803(d)), by 

3 striking ‘‘BUREAU’’ and inserting ‘‘AGENCY’’. 

4 (3) ELECTRONIC FUND TRANSFER ACT.—The 

5 Electronic Fund Transfer Act (15 U.S.C. 1693 et 

6 seq.) is amended— 

7 (A) by amending the second paragraph (4) 

8 (defining the term ‘‘Bureau’’) to read as fol9 lows: 

10 ‘‘(4) the term ‘Agency’ means the Consumer 

11 Law Enforcement Agency;’’; 

12 (B) in section 916(d)(1), by striking ‘‘Bu13 reau of Consumer Financial Protection’’ and in14 serting ‘‘Consumer Law Enforcement Agency’’; 

15 and 

16 (C) by striking ‘‘Bureau’’ each place that 

17 term appears in heading or text and inserting 

18 ‘‘Agency’’. 

19 (4) EQUAL CREDIT OPPORTUNITY ACT.—The 

20 Equal Credit Opportunity Act (15 U.S.C. 1691 et 

21 seq.) is amended— 

22 (A) in section 702 (15 U.S.C. 1691a), by 

23 amending subsection (c) to read as follows: 

24 ‘‘(c) The term ‘Agency’ means the Consumer Law 

25 Enforcement Agency.’’; and 


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1 (B) by striking ‘‘Bureau’’ each place that 

2 term appears in heading or text and inserting 

3 ‘‘Agency’’. 

4 (5) EXPEDITED FUNDS AVAILABILITY ACT.— 

5 The Expedited Funds Availability Act (12 U.S.C. 

6 4001 et seq.) is amended— 

7 (A) by striking ‘‘Bureau of Consumer Fi8 nancial Protection’’ each place such term ap9 pears and inserting ‘‘Consumer Law Enforce10 ment Agency’’; and 

11 (B) in the heading of section 605(f)(1), by 

12 striking ‘‘BOARD AND BUREAU’’ and inserting 

13 ‘‘BOARD AND AGENCY’’. 

14 (6) FAIR AND ACCURATE CREDIT TRANS15 ACTIONS ACT OF 2003.—The Fair and Accurate 

16 Credit Transactions Act of 2003 (Public Law 108- 

17 159) is amended by striking ‘‘Bureau’’ each place 

18 such term appears and inserting ‘‘Agency’’. 

19 (7) FAIR CREDIT REPORTING ACT.—The Fair 

20 Credit Reporting Act (15 U.S.C. 1681 et seq.) is 

21 amended— 

22 (A) by amending section 603(w) to read as 

23 follows: 

24 ‘‘(w) AGENCY.—The term ‘Agency’ means the Con25 sumer Law Enforcement Agency.’’; and 


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1 (B) by striking ‘‘Bureau’’ each place such 

2 term appears, other than in sections 626 and 

3 603(v), and inserting ‘‘Agency’’. 

4 (8) FAIR DEBT COLLECTION PRACTICES ACT.— 

5 The Fair Debt Collection Practices Act (15 U.S.C. 

6 1692 et seq.) is amended— 

7 (A) by amending section 803(1) to read as 

8 follows: 

9 ‘‘(1) The term ‘Agency’ means the Consumer 

10 Law Enforcement Agency.’’; and 

11 (B) by striking ‘‘Bureau’’ each place such 

12 term appears in heading or text and inserting 

13 ‘‘Agency’’. 

14 (9) FEDERAL DEPOSIT INSURANCE ACT.—The 

15 Federal Deposit Insurance Act (12 U.S.C. 1811 et 

16 seq.) is amended— 

17 (A) in the second paragraph (6) (with the 

18 heading ‘‘Referral to bureau of consumer finan19 cial protection’’) of section 8(t) (12 U.S.C. 

20 1818(t))— 

21 (i) in the paragraph heading, by strik22 ing ‘‘BUREAU OF CONSUMER FINANCIAL

23 PROTECTION’’; and inserting ‘‘CONSUMER

24 LAW ENFORCEMENT AGENCY’’; and 


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1 (ii) by striking ‘‘Bureau of Consumer 

2 Financial Protection’’ and inserting ‘‘Con3 sumer Law Enforcement Agency’’; 

4 (B) by amending clause (vi) of section 

5 11(t)(2)(A) (12 U.S.C. 1821(t)(2)(A)(vi)) to 

6 read as follows: 

7 ‘‘(vi) The Consumer Law Enforce8 ment Agency.’’; 

9 (C) in section 18(x) (12 U.S.C. 1828(x)), 

10 by striking ‘‘Bureau of Consumer Financial 

11 Protection’’ each place such term appears and 

12 inserting ‘‘Consumer Law Enforcement Agen13 cy’’; 

14 (D) by striking ‘‘Bureau’’ each place such 

15 term appears and inserting ‘‘Agency’’; and 

16 (E) in section 43(e) (12 U.S.C. 1831t(e)), 

17 by amending paragraph (5) to read as follows: 

18 ‘‘(5) AGENCY.—The term ‘Agency’ means the 

19 Consumer Law Enforcement Agency.’’. 

20 (10) FEDERAL FINANCIAL INSTITUTIONS EXAM21 INATION COUNCIL ACT OF 1978.—The Federal Fi22 nancial Institutions Examination Council Act of 

23 1978 (12 U.S.C. 3301 et seq.) is amended— 

24 (A) in section 1004(a)(4), by striking 

25 ‘‘Consumer Financial Protection Bureau’’ and 


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1 inserting ‘‘Consumer Law Enforcement Agen2 cy’’; and 

3 (B) in section 1011, by striking ‘‘Bureau 

4 of Consumer Financial Protection’’ and insert5 ing ‘‘Consumer Law Enforcement Agency’’. 

6 (11) FINANCIAL INSTITUTIONS REFORM, RE7 COVERY, AND ENFORCEMENT ACT OF 1989.—The Fi8 nancial Institutions Reform, Recovery, and Enforce9 ment Act of 1989 (Public Law 101–73; 103 Stat. 

10 183) is amended— 

11 (A) in section 1112(b) (12 U.S.C. 3341), 

12 by striking ‘‘Bureau of Consumer Financial 

13 Protection’’ and inserting ‘‘Consumer Law En14 forcement Agency’’; 

15 (B) in section 1124 (12 U.S.C. 3353), by 

16 striking ‘‘Bureau of Consumer Financial Pro17 tection’’ each place such term appears and in18 serting ‘‘Consumer Law Enforcement Agency’’; 

19 (C) in section 1125 (12 U.S.C. 3354), by 

20 striking ‘‘Bureau of Consumer Financial Pro21 tection’’ each place such term appears and in22 serting ‘‘Consumer Law Enforcement Agency’’; 

23 and 

24 (D) in section 1206(a) (12 U.S.C. 

25 1833b(a)), by striking ‘‘Federal Housing FiVerDate Sep 11 2014 02:32 Apr 27, 2017 Jkt 069200 PO 00000 Frm 00357 Fmt 6652 Sfmt 6201 E:\BILLS\H10.IH H10

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1 nance Board’’ and all that follows through 

2 ‘‘Farm Credit Administration’’ and inserting 

3 ‘‘Federal Housing Finance Board, the Con4 sumer Law Enforcement Agency, and the Farm 

5 Credit Administration’’. 

6 (12) FINANCIAL LITERACY AND EDUCATION IM7 PROVEMENT ACT.—Section 513 of the Financial Lit8 eracy and Education Improvement Act (20 U.S.C. 

9 9702) is amended by striking ‘‘Bureau of Consumer 

10 Financial Protection’’ each place such term appears 

11 and inserting ‘‘Consumer Law Enforcement Agen12 cy’’. 

13 (13) GRAMM-LEACH-BLILEY ACT.—Title V of 

14 the Gramm-Leach-Bliley Act (15 U.S.C. 6801 et 

15 seq.) is amended— 

16 (A) by striking ‘‘Bureau of Consumer Fi17 nancial Protection’’ each place such term ap18 pears and inserting ‘‘Consumer Law Enforce19 ment Agency’’; and 

20 (B) in section 505(a)(8) (15 U.S.C. 

21 6805(a)(8)), by striking ‘‘Bureau’’ and insert22 ing ‘‘Agency’’. 

23 (14) HOME MORTGAGE DISCLOSURE ACT OF

24 1975.—The Home Mortgage Disclosure Act of 1975 

25 (12 U.S.C. 2801 et seq.) is amended— 


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1 (A) by striking ‘‘Bureau of Consumer Fi2 nancial Protection’’ each place such term ap3 pears and inserting ‘‘Consumer Law Enforce4 ment Agency’’; 

5 (B) by striking ‘‘Bureau’’ each place such 

6 term appears and inserting ‘‘Agency’’; and 

7 (C) in section 303, by amending paragraph 

8 (1) to read as follows: 

9 ‘‘(1) the term ‘Agency’ means the Consumer 

10 Law Enforcement Agency;’’. 

11 (15) HOMEOWNERS PROTECTION ACT OF

12 1998.—Section 10(a)(4) of the Homeowners Protec13 tion Act of 1998 (12 U.S.C. 4909(a)(4)) is amended 

14 by striking ‘‘Bureau of Consumer Financial Protec15 tion’’ and inserting ‘‘Consumer Law Enforcement 

16 Agency’’. 

17 (16) HOME OWNERSHIP AND EQUITY PROTEC18 TION ACT OF 1994.—Section 158(a) of the Home 

19 Ownership and Equity Protection Act of 1994 (15 

20 U.S.C. 1601 note) is amended by striking ‘‘Bureau’’ 

21 and inserting ‘‘Consumer Law Enforcement Agen22 cy’’. 

23 (17) INTERSTATE LAND SALES FULL DISCLO24 SURE ACT.—The Interstate Land Sales Full Disclo25 sure Act (12 U.S.C. 1701 et seq.) is amended— 


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1 (A) by striking ‘‘Bureau of Consumer Fi2 nancial Protection’’ each place such term ap3 pears and inserting ‘‘Agency’’; 

4 (B) in section 1402, by amending para5 graph (12) to read as follows: 

6 ‘‘(12) ‘Agency’ means the Consumer Law En7 forcement Agency.’’; and 

8 (C) in section 1416, by striking ‘‘Bureau’’ 

9 each place such term appears and inserting 

10 ‘‘Agency’’. 

11 (18) REAL ESTATE SETTLEMENT PROCEDURES

12 ACT OF 1974.—The Real Estate Settlement Proce13 dures Act of 1974 (12 U.S.C. 2601 et seq.) is 

14 amended— 

15 (A) by striking ‘‘Bureau of Consumer Fi16 nancial Protection’’ each place such term ap17 pears and inserting ‘‘Consumer Law Enforce18 ment Agency’’; 

19 (B) by striking ‘‘Bureau’’ each place such 

20 term appears and inserting ‘‘Agency’’; and 

21 (C) in section 3, by amending paragraph 

22 (9) to read as follows: 

23 ‘‘(9) the term ‘Agency’ means the Consumer 

24 Law Enforcement Agency.’’. 


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1 (19) REVISED STATUES OF THE UNITED

2 STATES.—Section 5136C(b)(3)(B) of the Revised 

3 Statutes of the United States (12 U.S.C. 

4 25b(b)(3)(B)) is amended by striking ‘‘Bureau of 

5 Consumer Financial Protection’’ and inserting ‘‘Con6 sumer Law Enforcement Agency’’. 

7 (20) RIGHT TO FINANCIAL PRIVACY ACT OF

8 1978.—The Right to Financial Privacy Act of 1978 

9 (12 U.S.C. 3401 et seq.) is amended— 

10 (A) by amending subparagraph (B) of sec11 tion 1101(7) (12 U.S.C. 3401(7)(B)) to read as 

12 follows: 

13 ‘‘(B) the Consumer Law Enforcement 

14 Agency;’’; and 

15 (B) by striking ‘‘Bureau of Consumer Fi16 nancial Protection’’ each place such term ap17 pears in heading or text and inserting ‘‘Con18 sumer Law Enforcement Agency’’. 

19 (21) S.A.F.E. MORTGAGE LICENSING ACT OF

20 2008.—The S.A.F.E. Mortgage Licensing Act of 

21 2008 (12 U.S.C. 5101 et seq.) is amended— 

22 (A) in section 1507, by striking ‘‘Bureau, 

23 and the Bureau of Consumer Financial Protec24 tion’’ each place such term appears and insert25 ing ‘‘Consumer Law Enforcement Agency’’; 


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1 (B) by striking ‘‘Bureau of Consumer Fi2 nancial Protection’’ each place such term ap3 pears and inserting ‘‘Consumer Law Enforce4 ment Agency’’; 

5 (C) by striking ‘‘Bureau’’ each place such 

6 appears, other than in sections 1505(a)(1), 

7 1507(a)(2)(A), and 1511(b), and inserting 

8 ‘‘Agency’’; 

9 (D) in section 1503, by amending para10 graph (1) to read as follows: 

11 ‘‘(1) AGENCY.—The term ‘Agency’ means the 

12 Consumer Law Enforcement Agency.’’; 

13 (E) in the heading of section 1508, by 

14 striking ‘‘BUREAU OF CONSUMER FINAN15 CIAL PROTECTION’’ and inserting ‘‘CON16 SUMER LAW ENFORCEMENT AGENCY’’; and 

17 (F) in the heading of section 1514, by 

18 striking ‘‘BUREAU’’ and inserting ‘‘AGENCY’’. 

19 (22) TELEMARKETING AND CONSUMER FRAUD

20 AND ABUSE PREVENTION ACT.—The Telemarketing 

21 and Consumer Fraud and Abuse Prevention Act (15 

22 U.S.C. 6101 et seq.) is amended by striking ‘‘Bu23 reau of Consumer Financial Protection’’ each place 

24 such term appears in heading or text and inserting 

25 ‘‘Consumer Law Enforcement Agency’’. 


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1 (23) TITLE 5, UNITED STATES CODE.—Title 5, 

2 United States Code, is amended— 

3 (A) in section 552a(w)— 

4 (i) in the subsection heading, by strik5 ing ‘‘BUREAU OF CONSUMER FINANCIAL

6 PROTECTION’’ and inserting ‘‘CONSUMER

7 LAW ENFORCEMENT AGENCY’’; 

8 (ii) by striking ‘‘Bureau of Consumer 

9 Financial Protection’’ and inserting ‘‘Con10 sumer Law Enforcement Agency’’; 

11 (B) in section 609(d)(2), by striking ‘‘Con12 sumer Financial Protection Bureau of the Fed13 eral Reserve System’’ and inserting ‘‘Consumer 

14 Law Enforcement Agency’’; and 

15 (C) in section 3132(a)(1)(D), as amended 

16 by section 151(a)(1), is further amended by in17 serting ‘‘the Consumer Law Enforcement Agen18 cy,’’ before ‘‘and the National Credit Union Ad19 ministration’’. 

20 (24) TITLE 10, UNITED STATES CODE.— 

21 (A) SECTION 987.—Section 987(h)(3)(E) 

22 of title 10, United States Code, is amended by 

23 striking ‘‘Bureau of Consumer Financial Pro24 tection’’ and inserting ‘‘Consumer Law En25 forcement Agency’’. 


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1 (B) NDAA FY 2015.—Section 557(a) of 

2 the Carl Levin and Howard P. ‘‘Buck’’ McKeon 

3 National Defense Authorization Act for Fiscal 

4 Year 2015 (Public Law 113-29; 128 Stat. 

5 3381; 10 U.S.C. 1144 note), is amended by 

6 striking ‘‘Consumer Financial Protection Bu7 reau’’ each place such term appears and insert8 ing ‘‘Consumer Law Enforcement Agency’’. 

9 (25) TITLE 44, UNITED STATES CODE.—Title 

10 44, United States Code, is amended— 

11 (A) in section 3502(5), by striking ‘‘the 

12 Bureau of Consumer Financial Protection, the 

13 Office of Financial Research,’’ and inserting 

14 ‘‘the Consumer Law Enforcement Agency,’’; 

15 and 

16 (B) in section 3513(c), by striking ‘‘Bu17 reau of Consumer Financial Protection’’ and in18 serting ‘‘Consumer Law Enforcement Agency’’. 

19 (26) TRUTH IN LENDING ACT.—The Truth in 

20 Lending Act (15 U.S.C. 1601 et seq.) is amended— 

21 (A) by amending section 103(b) (15 U.S.C. 

22 1602(b)) to read as follows: 

23 ‘‘(b) AGENCY.—The term ‘Agency’ means the Con24 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)), 

6 by striking ‘‘Board’’ each place such term ap7 pears and inserting ‘‘Agency’’; 

8 (D) in sections 129B (15 U.S.C. 1639b) 

9 and 129C (15 U.S.C. 1639c), by striking 

10 ‘‘Board’’ each place such term appears and in11 serting ‘‘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 

17 Administration Bureau’’ each place such term 

18 appears and inserting ‘‘National Credit Union 

19 Administration 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 

16 Administration Bureau’’ each place such term 

17 appears and inserting ‘‘National Credit Union 

18 Administration 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 

25 the 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 Af6 fairs has with respect to any other agency that is not an 

7 independent regulatory agency (as such terms are defined, 

8 respectively, 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, FINAN17 CIAL 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 

5 (3) and inserting the following: 

6 ‘‘(1) AUTHORIZATION OF APPROPRIATIONS.— 

7 There is authorized to be appropriated to the Agen8 cy for each of fiscal years 2017 and 2018 an amount 

9 equal to the aggregate amount of funds transferred 

10 by the Board of Governors to the Bureau of Con11 sumer Financial Protection during fiscal year 

12 2015.’’; and 

13 (B) by redesignating paragraph (4) as 

14 paragraph (2). 

15 SEC. 714. CONSUMER LAW ENFORCEMENT AGENCY INSPEC16 TOR GENERAL REFORM. 

17 (a) APPOINTMENT OF INSPECTOR GENERAL.—The 

18 Inspector General Act of 1978 (5 U.S.C. App.) is amend19 ed— 

20 (1) in section 8G— 

21 (A) in subsection (a)(2), by striking ‘‘and 

22 the Bureau of Consumer Financial Protection’’; 

23 (B) in subsection (c), by striking ‘‘For 

24 purposes of implementing this section’’ and all 


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1 that follows through the end of the subsection; 

2 and 

3 (C) in subsection (g)(3), by striking ‘‘and 

4 the Bureau of Consumer Financial Protection’’; 

5 and 

6 (2) in section 12— 

7 (A) in paragraph (1), by inserting ‘‘the 

8 Consumer Law Enforcement Agency;’’ after 

9 ‘‘the President of the Export-Import Bank;’’; 

10 and 

11 (B) in paragraph (2), by inserting ‘‘the 

12 Consumer Law Enforcement Agency,’’ after 

13 ‘‘the Export-Import Bank,’’. 

14 (b) REQUIREMENTS FOR THE INSPECTOR GENERAL

15 FOR THE CONSUMER LAW ENFORCEMENT AGENCY.— 

16 (1) ESTABLISHMENT.—Section 1011 of the 

17 Consumer Financial Protection Act of 2010 (12 

18 U.S.C. 5491), as amended by section 311, is further 

19 amended by adding at the end the following: 

20 ‘‘(i) INSPECTOR GENERAL.—There is established the 

21 position of the Inspector General of the Agency.’’; and 

22 (2) HEARINGS.—Section 1016 of the Consumer 

23 Financial Protection Act of 2010 (12 U.S.C. 5496) 

24 is amended by inserting after subsection (c) the fol25 lowing: 


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1 ‘‘(d) ADDITIONAL REQUIREMENT FOR INSPECTOR

2 GENERAL.—On a separate occasion from that described 

3 in subsection (a), the Inspector General of the Agency 

4 shall appear, upon invitation, before the Committee on 

5 Banking, Housing, and Urban Affairs of the Senate and 

6 the Committee on Financial Services of the House of Rep7 resentatives at semi-annual hearings regarding the reports 

8 required under subsection (b) and the reports required 

9 under section 5 of the Inspector General Act of 1978 (5 

10 U.S.C. App.).’’. 

11 (3) PARTICIPATION IN THE COUNCIL OF IN12 SPECTORS GENERAL ON FINANCIAL OVERSIGHT.— 

13 Section 989E(a)(1) of the Dodd-Frank Wall Street 

14 Reform and Consumer Protection Act is amended by 

15 adding at the end the following: 

16 ‘‘(J) The Consumer Law Enforcement 

17 Agency.’’. 

18 (4) DEADLINE FOR APPOINTMENT.—Not later 

19 than 60 days after the date of the enactment of this 

20 Act, the President shall appoint an Inspector Gen21 eral for the Consumer Law Enforcement Agency in 

22 accordance with section 3 of the Inspector General 

23 Act of 1978 (5 U.S.C. App.). 

24 (c) TRANSITION PERIOD.—The Inspector General of 

25 the Board of Governors of the Federal Reserve System 


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1 and the Bureau of Consumer Financial Protection shall 

2 serve in that position until the confirmation of an Inspec3 tor General for the Consumer Law Enforcement Agency. 

4 At that time, the Inspector General of the Board of Gov5 ernors of the Federal Reserve System and the Bureau of 

6 Consumer Financial Protection shall become the Inspector 

7 General of the Board of Governors of the Federal Reserve 

8 System. 

9 SEC. 715. PRIVATE PARTIES AUTHORIZED TO COMPEL THE 

10 AGENCY TO SEEK SANCTIONS BY FILING 

11 CIVIL ACTIONS; ADJUDICATIONS DEEMED AC12 TIONS. 

13 Section 1053 of the Consumer Financial Protection 

14 Act of 2010 (12 U.S.C. 5563) is amended by adding at 

15 the end the following: 

16 ‘‘(f) PRIVATE PARTIES AUTHORIZED TO COMPEL

17 THE AGENCY TO SEEK SANCTIONS BY FILING CIVIL AC18 TIONS.— 

19 ‘‘(1) TERMINATION OF ADMINISTRATIVE PRO20 CEEDING.—In the case of any person who is a party 

21 to a proceeding brought by the Agency under this 

22 section, to which chapter 5 of title 5, United States 

23 Code, applies, and against whom an order imposing 

24 a cease and desist order or a penalty may be issued 

25 at the conclusion of the proceeding, that person 


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1 may, not later than 20 days after receiving notice of 

2 such proceeding, and at that person’s discretion, re3 quire the Agency to terminate the proceeding. 

4 ‘‘(2) CIVIL ACTION AUTHORIZED.—If a person 

5 requires the Agency to terminate a proceeding pur6 suant to paragraph (1), the Agency may bring a civil 

7 action against that person for the same remedy that 

8 might be imposed. 

9 ‘‘(g) ADJUDICATIONS DEEMED ACTIONS.—Any ad10 ministrative adjudication commenced under this section 

11 shall be deemed an ‘action’ for purposes of section 

12 1054(g).’’. 

13 SEC. 716. CIVIL INVESTIGATIVE DEMANDS TO BE AP14 PEALED TO COURTS. 

15 Section 1052 of the Consumer Financial Protection 

16 Act of 2010 (12 U.S.C. 5562) is amended— 

17 (1) in subsection (c)— 

18 (A) in paragraph (2), by inserting after 

19 ‘‘shall state’’ the following: ‘‘with specificity’’; 

20 and 

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

22 ‘‘(14) MEETING REQUIREMENT.—The recipient 

23 of a civil investigative demand shall meet and confer 

24 with an Agency investigator within 30 calendar days 

25 after receipt of the demand to discuss and attempt 


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1 to resolve all issues regarding compliance with the 

2 civil investigative demand, unless the Agency grants 

3 an extension requested by such recipient.’’; 

4 (2) in subsection (f)— 

5 (A) by amending paragraph (1) to read as 

6 follows: 

7 ‘‘(1) IN GENERAL.—Not later than 45 days 

8 after the service of any civil investigative demand 

9 upon any person under subsection (c), or at any 

10 time before the return date specified in the demand, 

11 whichever period is shorter, or within such period ex12 ceeding 45 days after service or in excess of such re13 turn date as may be prescribed in writing, subse14 quent to service, by any Agency investigator named 

15 in the demand, such person may file, in the district 

16 court of the United States for any judicial district 

17 in which such person resides, is found, or transacts 

18 business, a petition for an order modifying or setting 

19 aside the demand.’’; and 

20 (B) in paragraph (2), by striking ‘‘at the 

21 Bureau’’; and 

22 (3) in subsection (h)— 

23 (A) by striking ‘‘(1) IN GENERAL.—’’; and 

24 (B) by striking paragraph (2). 


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1 SEC. 717. AGENCY DUAL MANDATE AND ECONOMIC ANAL2 YSIS. 

3 (a) PURPOSE.—Section 1021(a) of the Consumer Fi4 nancial Protection Act of 2010 (12 U.S.C. 5511(a)) is 

5 amended by adding at the end the following: ‘‘In addition, 

6 the Director shall seek to implement and, where applica7 ble, enforce Federal consumer financial law consistently 

8 for the purpose of strengthening participation in markets 

9 by covered persons, without Government interference or 

10 subsidies, to increase competition and enhance consumer 

11 choice.’’. 

12 (b) OFFICE OF ECONOMIC ANALYSIS.— 

13 (1) IN GENERAL.—Section 1013 of the Con14 sumer Financial Protection Act of 2010 (12 U.S.C. 

15 5493) is amended by adding at the end the fol16 lowing: 

17 ‘‘(h) OFFICE OF ECONOMIC ANALYSIS.— 

18 ‘‘(1) ESTABLISHMENT.—The Director shall, not 

19 later than the end of the 60-day period beginning on 

20 the date of the enactment of this subsection, estab21 lish an Office of Economic Analysis. 

22 ‘‘(2) DIRECT REPORTING.—The head of the Of23 fice of Economic Analysis shall report directly to the 

24 Director. 


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1 ‘‘(3) REVIEW AND ASSESSMENT OF PROPOSED

2 RULES AND REGULATIONS.—The Office of Economic 

3 Analysis shall— 

4 ‘‘(A) review all proposed rules and regula5 tions of the Agency; 

6 ‘‘(B) assess the impact of such rules and 

7 regulations on consumer choice, price, and ac8 cess to credit products; and 

9 ‘‘(C) publish a report on such reviews and 

10 assessments in the Federal Register. 

11 ‘‘(4) MEASURING EXISTING RULES AND REGU12 LATIONS.—The Office of Economic Analysis shall— 

13 ‘‘(A) review each rule and regulation 

14 issued by the Commission after 1, 2, 6, and 11 

15 years; 

16 ‘‘(B) measure the rule or regulation’s suc17 cess in solving the problem that the rule or reg18 ulation was intended to solve when issued; and 

19 ‘‘(C) publish a report on such review and 

20 measurement in the Federal Register. 

21 ‘‘(5) COST-BENEFIT ANALYSIS RELATED TO AD22 MINISTRATIVE ENFORCEMENT AND CIVIL AC23 TIONS.—The Office of Economic Analysis shall— 

24 ‘‘(A) carry out a cost-benefit analysis of 

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1 tion, civil lawsuit, or consent order of the Agen2 cy; and 

3 ‘‘(B) assess the impact of such complaint, 

4 lawsuit, or order on consumer choice, price, and 

5 access to credit products.’’. 

6 (2) CONSIDERATION OF REVIEW AND ASSESS7 MENT; RULEMAKING REQUIREMENTS.—Section 

8 1022(b) of the Consumer Financial Protection Act 

9 of 2010 (12 U.S.C. 5512(b)) is amended by adding 

10 at the end the following: 

11 ‘‘(5) CONSIDERATION OF REVIEW AND ASSESS12 MENT BY THE OFFICE OF ECONOMIC ANALYSIS.— 

13 Before issuing any rule or regulation, the Director 

14 shall consider the review and assessment of such 

15 rule or regulation carried out by the Office of Eco16 nomic Analysis. 

17 ‘‘(6) IDENTIFICATION OF PROBLEMS AND

18 METRICS FOR JUDGING SUCCESS.— 

19 ‘‘(A) IN GENERAL.—The Director shall, in 

20 each proposed rulemaking of the Agency— 

21 ‘‘(i) identify the problem that the par22 ticular rule or regulations is seeking to 

23 solve; and 


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1 ‘‘(ii) specify the metrics by which the 

2 Agency will measure the success of the rule 

3 or regulation in solving such problem. 

4 ‘‘(B) REQUIRED METRICS.—The metrics 

5 specified under subparagraph (A)(ii) shall in6 clude a measurement of changes to consumer 

7 access to, and cost of, consumer financial prod8 ucts and services.’’. 

9 (3) CONSIDERATION OF COST-BENEFIT REVIEW

10 RELATED TO ADMINISTRATIVE ACTIONS.—The 

11 Dodd-Frank Wall Street Reform and Consumer Pro12 tection Act (12 U.S.C. 5301 et seq.) is amended— 

13 (A) in subtitle E of title X, by adding at 

14 the end the following: 

15 ‘‘SEC. 1059. CONSIDERATION OF COST-BENEFIT ANALYSIS 

16 RELATED TO ADMINISTRATIVE ENFORCE17 MENT AND CIVIL ACTIONS. 

18 ‘‘Before initiating any administrative enforcement ac19 tion or civil lawsuit or entering into a consent order, the 

20 Director shall consider the cost-benefit analysis of such 

21 action, lawsuit, or order carried out by the Office of Eco22 nomic Analysis.’’; and 

23 (B) in the table of contents under section 

24 1(b), by inserting after the item relating to sec25 tion 1058 the following: 


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‘‘Sec. 1059. Consideration of cost-benefit analysis related to administrative enforcement and civil actions.’’. 

1 (c) AVOIDANCE OF DUPLICATIVE OR UNNECESSARY

2 ANALYSES.—The Consumer Law Enforcement Agency 

3 may perform any of the analyses required by the amend4 ments made by this section in conjunction with, or as part 

5 of, any other agenda or analysis required by any other 

6 provision of law, if such other agenda or analysis satisfies 

7 the provisions of this section. 

8 SEC. 718. NO DEFERENCE TO AGENCY INTERPRETATION. 

9 The Consumer Financial Protection Act of 2010 (12 

10 U.S.C. 5481 et seq.) is amended— 

11 (1) in section 1022(b)(4)— 

12 (A) by striking ‘‘(A) IN GENERAL.—’’; and 

13 (B) by striking subparagraph (B); and 

14 (2) in section 1061(b)(5)(E)— 

15 (A) by striking ‘‘affords to the—’’ and all 

16 that follows through ‘‘(i) Federal Trade Com17 mission’’ and inserting ‘‘affords to the Federal 

18 Trade Commission’’; 

19 (B) by striking ‘‘; or’’ and inserting a pe20 riod; and 

21 (C) by striking clause (ii). 


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1 Subtitle B—Administrative 

2 Enhancements 

3 SEC. 721. ADVISORY OPINIONS. 

4 Section 1022(b) of the Consumer Financial Protec5 tion Act of 2010 (12 U.S.C. 5512(b)), as amended by sec6 tion 717, is further amended by adding at the end the 

7 following: 

8 ‘‘(7) ADVISORY OPINIONS.— 

9 ‘‘(A) ESTABLISHING PROCEDURES.— 

10 ‘‘(i) IN GENERAL.—The Director shall 

11 establish a procedure and, as necessary, 

12 promulgate rules to provide written opin13 ions in response to inquiries concerning the 

14 conformance of specific conduct with Fed15 eral consumer financial law. In establishing 

16 the procedure, the Director shall consult 

17 with the prudential regulators and such 

18 other Federal departments and agencies as 

19 the Director determines appropriate, and 

20 obtain the views of all interested persons 

21 through a public notice and comment pe22 riod. 

23 ‘‘(ii) SCOPE OF REQUEST.—A request 

24 for an opinion under this paragraph must 

25 relate to specific proposed or prospective 


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1 conduct by a covered person contemplating 

2 the proposed or prospective conduct. 

3 ‘‘(iii) SUBMISSION.—A request for an 

4 opinion under this paragraph may be sub5 mitted to the Director either by or on be6 half of a covered person. 

7 ‘‘(iv) RIGHT TO WITHDRAW IN8 QUIRY.—Any inquiry under this paragraph 

9 may be withdrawn at any time prior to the 

10 Director issuing an opinion in response to 

11 such inquiry, and any opinion based on an 

12 inquiry that has been withdrawn shall have 

13 no force or effect. 

14 ‘‘(B) ISSUANCE OF OPINIONS.— 

15 ‘‘(i) IN GENERAL.—The Director 

16 shall, within 90 days of receiving the re17 quest for an opinion under this paragraph, 

18 either— 

19 ‘‘(I) issue an opinion stating 

20 whether the described conduct would 

21 violate Federal consumer financial 

22 law; 

23 ‘‘(II) if permissible under clause 

24 (iii), deny the request; or 


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1 ‘‘(III) explain why it is not fea2 sible to issue an opinion. 

3 ‘‘(ii) EXTENSION.—Notwithstanding 

4 clause (i), if the Director determines that 

5 the Agency requires additional time to 

6 issue an opinion, the Director may make a 

7 single extension of the deadline of 90 days 

8 or less. 

9 ‘‘(iii) DENIAL OF REQUESTS.—The 

10 Director shall not issue an opinion, and 

11 shall so inform the requestor, if the re12 quest for an opinion— 

13 ‘‘(I) asks a general question of 

14 interpretation; 

15 ‘‘(II) asks about a hypothetical 

16 situation; 

17 ‘‘(III) asks about the conduct of 

18 someone other than the covered per19 son on whose behalf the request is 

20 made; 

21 ‘‘(IV) asks about past conduct 

22 that the covered person on whose be23 half the request is made does not plan 

24 to continue in the future; or 


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1 ‘‘(V) fails to provide necessary 

2 supporting information requested by 

3 the Agency within a reasonable time 

4 established by the Agency. 

5 ‘‘(iv) AMENDMENT AND REVOCA6 TION.—An advisory opinion issued under 

7 this paragraph may be amended or revoked 

8 at any time. 

9 ‘‘(v) PUBLIC DISCLOSURE.—An opin10 ion rendered pursuant to this paragraph 

11 shall be placed in the Agency’s public 

12 record 90 days after the requesting party 

13 has received the advice, subject to any lim14 itations on public disclosure arising from 

15 statutory restrictions, Agency regulations, 

16 or the public interest. The Agency shall re17 dact any personal, confidential, or identi18 fying information about the covered person 

19 or any other persons mentioned in the ad20 visory opinion, unless the covered person 

21 consents to such disclosure. 

22 ‘‘(vi) REPORT TO CONGRESS.—The 

23 Agency shall, concurrent with the semi-an24 nual report required under section 

25 1016(b), submit information regarding the 


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1 number of requests for an advisory opinion 

2 received, the subject of each request, the 

3 number of requests denied pursuant to 

4 clause (iii), and the time needed to respond 

5 to each request. 

6 ‘‘(C) RELIANCE ON OPINION.—Any person 

7 may rely on an opinion issued by the Director 

8 pursuant to this paragraph that has not been 

9 amended or withdrawn. No liability under Fed10 eral consumer financial law shall attach to con11 duct consistent with an advisory opinion that 

12 had not been amended or withdrawn at the time 

13 the conduct was undertaken. 

14 ‘‘(D) CONFIDENTIALITY.—Any document 

15 or other material that is received by the Agency 

16 or any other Federal department or agency in 

17 connection with an inquiry under this para18 graph shall be exempt from disclosure under 

19 section 552 of title 5, United States Code (com20 monly referred to as the ‘Freedom of Informa21 tion Act’) and may not, except with the consent 

22 of the covered person making such inquiry, be 

23 made publicly available, regardless of whether 

24 the Director responds to such inquiry or the 


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1 covered person withdraws such inquiry before 

2 receiving an opinion. 

3 ‘‘(E) ASSISTANCE FOR SMALL BUSI4 NESSES.— 

5 ‘‘(i) IN GENERAL.—The Agency shall 

6 assist, to the maximum extent practicable, 

7 small businesses in preparing inquiries 

8 under this paragraph. 

9 ‘‘(ii) SMALL BUSINESS DEFINED.— 

10 For purposes of this subparagraph, the 

11 term ‘small business’ has the meaning 

12 given the term ‘small business concern’ 

13 under section 3 of the Small Business Act 

14 (15 U.S.C. 632). 

15 ‘‘(F) INQUIRY FEE.— 

16 ‘‘(i) IN GENERAL.—The Director shall 

17 develop a system to charge a fee for each 

18 inquiry made under this paragraph in an 

19 amount sufficient, in the aggregate, to pay 

20 for the cost of carrying out this paragraph. 

21 ‘‘(ii) NOTICE AND COMMENT.—Not 

22 later than 45 days after the date of the en23 actment of this paragraph, the Director 

24 shall publish a description of the fee sys25 tem described in clause (i) in the Federal 


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1 Register and shall solicit comments from 

2 the public for a period of 60 days after 

3 publication. 

4 ‘‘(iii) FINALIZATION.—The Director 

5 shall publish a final description of the fee 

6 system and implement such fee system not 

7 later than 30 days after the end of the 

8 public comment period described in clause 

9 (ii).’’. 

10 SEC. 722. REFORM OF CONSUMER FINANCIAL CIVIL PEN11 ALTY FUND. 

12 (a) SEGREGATED ACCOUNTS.—Section 1017(b) of 

13 the Consumer Financial Protection Act of 2010, as redes14 ignated by section 713, is amended by redesignating para15 graph (2) as paragraph (3), and by inserting after para16 graph (1) the following new paragraph: 

17 ‘‘(2) SEGREGATED ACCOUNTS IN CIVIL PEN18 ALTY FUND.— 

19 ‘‘(A) IN GENERAL.—The Agency shall es20 tablish and maintain a segregated account in 

21 the Civil Penalty Fund each time the Agency 

22 obtains a civil penalty against any person in 

23 any judicial or administrative action under Fed24 eral consumer financial laws. 


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1 ‘‘(B) DEPOSITS IN SEGREGATED AC2 COUNTS.—The Agency shall deposit each civil 

3 penalty collected into the segregated account es4 tablished for such penalty under subparagraph 

5 (A).’’. 

6 (b) PAYMENT TO VICTIMS.—Paragraph (3) of section 

7 1017(b) of such Act, as redesignated by subsection (a), 

8 is amended to read as follows: 

9 ‘‘(3) PAYMENT TO VICTIMS.— 

10 ‘‘(A) IN GENERAL.— 

11 ‘‘(i) IDENTIFICATION OF CLASS.—Not 

12 later than 60 days after the date of deposit 

13 of amounts in a segregated account in the 

14 Civil Penalty Fund, the Agency shall iden15 tify the class of victims of the violation of 

16 Federal consumer financial laws for which 

17 such amounts were collected and deposited 

18 under paragraph (2). 

19 ‘‘(ii) PAYMENTS.—The Agency, within 

20 2 years after the date on which such class 

21 of victims is identified, shall locate and 

22 make payments from such amounts to each 

23 victim. 

24 ‘‘(B) FUNDS DEPOSITED IN TREASURY.— 


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1 ‘‘(i) IN GENERAL.—The Agency shall 

2 deposit into the general fund of the Treas3 ury any amounts remaining in a seg4 regated account in the Civil Penalty Fund 

5 at the end of the 2-year period for pay6 ments to victims under subparagraph (A). 

7 ‘‘(ii) IMPOSSIBLE OR IMPRACTICAL

8 PAYMENTS.—If the Agency determines be9 fore the end of the 2-year period for pay10 ments to victims under subparagraph (A) 

11 that such victims cannot be located or pay12 ments to such victims are otherwise not 

13 practicable, the Agency shall deposit into 

14 the general fund of the Treasury the 

15 amounts in the segregated account in the 

16 Civil Penalty Fund.’’. 

17 (c) EFFECTIVE DATE.— 

18 (1) IN GENERAL.—The amendments made by 

19 this section shall apply with respect to civil penalties 

20 collected after the date of enactment of this Act. 

21 (2) AMOUNTS IN CONSUMER FINANCIAL CIVIL

22 PENALTY FUND ON DATE OF ENACTMENT.—With 

23 respect to amounts in the Consumer Financial Civil 

24 Penalty Fund on the date of enactment of this Act 

25 that were not allocated for consumer education and 


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1 financial literacy programs on or before September 

2 30, 2015, the Consumer Law Enforcement Agency 

3 shall separate such amounts into segregated ac4 counts in accordance with, and for purposes of, sec5 tion 1017(d) of the Consumer Financial Protection 

6 Act of 2010, as amended by this section. The date 

7 of deposit of such amounts shall be deemed to be the 

8 date of enactment of this Act. 

9 SEC. 723. AGENCY PAY FAIRNESS. 

10 (a) IN GENERAL.—Section 1013(a)(2) of the Con11 sumer Financial Protection Act of 2010 (12 U.S.C. 

12 5493(a)(2)) is amended to read as follows: 

13 ‘‘(2) COMPENSATION.—The rates of basic pay 

14 for all employees of the Agency shall be set and ad15 justed by the Director in accordance with the Gen16 eral Schedule set forth in section 5332 of title 5, 

17 United States Code.’’. 

18 (b) EFFECTIVE DATE.—The amendment made by 

19 subsection (a) shall apply to service by an employee of the 

20 Consumer Law Enforcement Agency following the 90-day 

21 period beginning on the date of enactment of this Act. 

22 SEC. 724. ELIMINATION OF MARKET MONITORING FUNC23 TIONS. 

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 1021(c)— 

2 (A) by striking paragraph (3); and 

3 (B) by redesignating paragraphs (4), (5), 

4 and (6) as paragraphs (3), (4), and (5), respec5 tively; 

6 (2) in section 1022, by striking subsection (c); 

7 and 

8 (3) in section 1026(b), by striking ‘‘, and to as9 sess and detect risks to consumers and consumer fi10 nancial markets’’. 

11 SEC. 725. REFORMS TO MANDATORY FUNCTIONAL UNITS. 

12 The Consumer Financial Protection Act of 2010 (12 

13 U.S.C. 5481 et seq.) is amended— 

14 (1) in section 1013— 

15 (A) in subsection (b)— 

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

17 ‘‘shall establish’’ and inserting ‘‘may estab18 lish’’; 

19 (ii) in paragraph (2), by striking 

20 ‘‘shall establish’’ and inserting ‘‘may estab21 lish’’; and 

22 (iii) paragraph (3)(D)— 

23 (I) by striking ‘‘To facilitate 

24 preparation of the reports required 

25 under subparagraph (C), supervision 


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1 and enforcement activities, and moni2 toring of the market for consumer fi3 nancial products and services, the’’ 

4 and inserting ‘‘The’’; and 

5 (II) by adding at the end the fol6 lowing: ‘‘Information collected under 

7 this paragraph may not be made pub8 licly available.’’; 

9 (B) in subsection (c)— 

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

11 ‘‘shall establish’’ and inserting ‘‘may estab12 lish’’; and 

13 (ii) in paragraph (3), by striking 

14 ‘‘There is established the’’ and inserting 

15 ‘‘At any time when the Office of Fair 

16 Lending and Equal Opportunity exists 

17 within the Agency, there shall be a’’; 

18 (C) in subsection (d)— 

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

20 ‘‘shall establish’’ and inserting ‘‘may estab21 lish’’; 

22 (ii) in paragraph (3)— 

23 (I) in subparagraph (A), by in24 serting ‘‘, if such Office exists within 


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1 the Agency,’’ after ‘‘Community Af2 fairs Office’’; and 

3 (II) in subparagraph (B), by 

4 striking ‘‘established by the Director’’ 

5 and inserting ‘‘, if established by the 

6 Director,’’; and 

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

8 ‘‘Not later than 24 months after the des9 ignated transfer date, and annually there10 after,’’ and inserting ‘‘Annually, at any 

11 time when the Office of Financial Edu12 cation exists within the Agency,’’; 

13 (D) in subsection (e)(1), by striking ‘‘shall 

14 establish’’ and inserting ‘‘may establish’’; 

15 (E) by striking subsection (f); 

16 (F) by redesignating subsections (g) and 

17 (h) as subsections (f) and (g), respectively; and 

18 (G) in subsection (f), as so redesignated— 

19 (i) in paragraph (1)— 

20 (I) by striking ‘‘Before the end of 

21 the 180-day period beginning on the 

22 designated transfer date, the Director 

23 shall’’ and inserting ‘‘The Director 

24 may’’; and 


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1 (II) by striking ‘‘on protection 

2 from unfair, deceptive, and abusive 

3 practices and’’; 

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

5 Office’’ and inserting ‘‘At any time when 

6 the Office of Financial Protection for 

7 Older Americans exists within the Agency, 

8 the Office’’; and 

9 (iii) in paragraph (3)— 

10 (I) in subparagraph (A)— 

11 (aa) by striking clause (i); 

12 (bb) by redesignating 

13 clauses (ii) and (iii) as clauses (i) 

14 and (ii), respectively; and 

15 (cc) in clause (ii), as so re16 designated, by striking ‘‘to re17 spond to consumer problems 

18 caused by unfair, deceptive, or 

19 abusive practices’’; 

20 (II) in subparagraph (B), by 

21 striking ‘‘and alert the Commission 

22 and State regulators of certifications 

23 or designations that are identified as 

24 unfair, deceptive, or abusive’’; and 

25 (III) in subparagraph (D)— 


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1 (aa) by striking clause (i); 

2 and 

3 (bb) by redesignating 

4 clauses (ii) and (iii) as clauses (i) 

5 and (ii), respectively; 

6 (2) in section 1029(e), by inserting after ‘‘Af7 fairs,’’ the following: ‘‘if established under this 

8 title,’’; and 

9 (3) in section 1035— 

10 (A) in subsection (a), by striking ‘‘shall 

11 designate’’ and inserting ‘‘may designate’’; and 

12 (B) in subsection (b), by striking ‘‘The 

13 Secretary’’ and inserting ‘‘If the Secretary des14 ignates the Ombudsman under subsection (a), 

15 the Secretary’’. 

16 SEC. 726. REPEAL OF MANDATORY ADVISORY BOARD. 

17 (a) IN GENERAL.—Section 1014 of the Consumer Fi18 nancial Protection Act of 2010 (12 U.S.C. 5494) is re19 pealed. 

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

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

22 Consumer Protection Act is amended by striking the item 

23 relation to section 1014. 

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1 rector of the Consumer Law Enforcement Agency to es2 tablish advisory committees pursuant to the Federal Advi3 sory Committee Act. 

4 SEC. 727. ELIMINATION OF SUPERVISION AUTHORITY. 

5 (a) IN GENERAL.—The Consumer Financial Protec6 tion Act of 2010 (12 U.S.C. 5481 et seq.) is amended— 

7 (1) in section 1002(15)(B)(ii)(I), by striking 

8 ‘‘examination or’’; 

9 (2) in section 1013(a)(1)(B), by striking ‘‘com10 pliance examiners, compliance supervision analysts,’’; 

11 (3) in section 1016(c)— 

12 (A) in paragraph (5), by striking ‘‘super13 visory and’’; and 

14 (B) in paragraph (6), by striking ‘‘orders, 

15 and supervisory actions’’ and inserting ‘‘and or16 ders’’; 

17 (4) in section 1024— 

18 (A) in the heading, by striking ‘‘SUPER19 VISION OF’’ and inserting ‘‘AUTHORITY

20 WITH RESPECT TO CERTAIN’’; 

21 (B) in subsection (a)— 

22 (i) in paragraph (1)(B), by striking 

23 ‘‘as defined by rule in accordance with 

24 paragraph (2)’’ and inserting ‘‘as of the 


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1 date of the enactment of the Financial 

2 CHOICE Act of 2017’’; 

3 (ii) by striking paragraph (2); 

4 (iii) by redesignating paragraph (3) as 

5 paragraph (2); and 

6 (iv) in subparagraph (A) of paragraph 

7 (2), as so redesignated, by striking 

8 ‘‘1025(a) or’’; 

9 (C) by striking subsection (b); 

10 (D) by redesignating subsections (c), (d), 

11 (e), and (f) as subsections (b), (c), (d), and (e), 

12 respectively; 

13 (E) in subsection (c), as so redesignated— 

14 (i) in the heading, by striking ‘‘AND

15 EXAMINATION AUTHORITY’’; and 

16 (ii) by striking ‘‘, conduct examina17 tions,’’ each place such term appears; 

18 (F) in subsection (d), as so redesignated— 

19 (i) by inserting ‘‘rulemaking and en20 forcement, but not supervisory,’’ before 

21 ‘‘authority of the Bureau’’; and 

22 (ii) by striking ‘‘conducting any exam23 ination or requiring any report from a 

24 service provider subject to this subsection’’ 

25 and inserting ‘‘carrying out any authority 


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1 pursuant to this subsection with respect to 

2 a service provider’’; 

3 (5) by striking section 1025; 

4 (6) in section 1026— 

5 (A) by amending subsection (a) to read as 

6 follows: 

7 ‘‘(a) SCOPE OF COVERAGE.—This section shall apply 

8 to any covered person that is an insured depository insti9 tution or an insured credit union.’’; 

10 (B) in subsection (b)(3), by striking ‘‘re11 port of examination or related’’; 

12 (C) by striking subsection (c); 

13 (D) by redesignating subsections (d) and 

14 (e) as subsections (c) and (d), respectively; and 

15 (E) in subsection (d), as so redesignated— 

16 (i) by striking ‘‘section 1025’’ and in17 serting ‘‘this section’’; and 

18 (ii) by striking ‘‘When conducting any 

19 examination or requiring any report from a 

20 service provider subject to this subsection’’ 

21 and inserting ‘‘In carrying out any author22 ity pursuant to this subsection with respect 

23 to a service provider’’; 

24 (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 ‘‘su4 pervisory or’’; and 

5 (C) in subsection (p), by striking ‘‘section 

6 1024(c)(1)’’ and inserting ‘‘section 

7 1024(b)(1)’’; 

8 (8) in section 1034— 

9 (A) by striking subsections (b) and (c); 

10 and 

11 (B) by redesignating subsection (d) as sub12 section (b); 

13 (9) in section 1053— 

14 (A) in subsection (b)(1)(A), by striking 

15 ‘‘sections 1024, 1025, and 1026’’ and inserting 

16 ‘‘sections 1024 and 1026’’; and 

17 (B) in subsection (c)(3)(B)(ii)(II), by 

18 striking ‘‘, by examination or otherwise,’’; 

19 (10) in section 1054(a), by striking ‘‘sections 

20 1024, 1025, and 1026’’ and inserting ‘‘sections 

21 1024 and 1026’’; 

22 (11) in section 1061— 

23 (A) in subsection (a)(1)— 


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1 (i) in subparagraph (A), by striking ‘‘; 

2 and’’ at the end and inserting a period; 

3 and 

4 (ii) by striking subparagraph (B); and 

5 (B) in subsection (c)— 

6 (i) by amending paragraph (1) to read 

7 as follows: 

8 ‘‘(1) EXAMINATION.—A transferor agency that 

9 is a prudential regulator shall have exclusive author10 ity (relative to the Bureau) to require reports from 

11 and conduct examinations for compliance with Fed12 eral consumer financial laws with respect to a person 

13 described in section 1026(a).’’; 

14 (ii) in paragraph (2)— 

15 (I) by striking subparagraph (A); 

16 and 

17 (II) by redesignating subpara18 graphs (B) and (C) as subparagraphs 

19 (A) and (B), respectively; 

20 (12) in section 1063, by striking ‘‘sections 

21 1024, 1025, and 1026’’ each place such term ap22 pears and inserting ‘‘sections 1024 and 1026’’; and 

23 (13) in section 1067, by striking subsection (e). 

24 (b) HOME MORTGAGE DISCLOSURE ACT OF 1975.— 

25 Section 305(d) of the Home Mortgage Disclosure Act of 


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1 1975 (12 U.S.C. 2804(d)) is amended by striking ‘‘exam2 ine and’’. 

3 (c) OMNIBUS APPROPRIATIONS ACT, 2009.—Section 

4 626 of the Omnibus Appropriations Act, 2009 (15 U.S.C. 

5 1638 note) is repealed. 

6 (d) CLERICAL AMENDMENT.—The table of contents 

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

8 Consumer Protection Act is amended— 

9 (1) in the item relating to section 1024, by 

10 striking ‘‘SUPERVISION OF’’ and inserting ‘‘AU11 THORITY WITH RESPECT TO CERTAIN’’; and 

12 (2) by striking the item relating to section 

13 1025. 

14 SEC. 728. TRANSFER OF OLD OTS BUILDING FROM OCC TO 

15 GSA. 

16 Not later than 180 days after the date of enactment 

17 of this Act, the Comptroller of the Currency shall transfer 

18 administrative jurisdiction over the Federal property lo19 cated at 1700 G Street, Northwest, in the District of Co20 lumbia to the Administrator of General Services. 

21 SEC. 729. LIMITATION ON AGENCY AUTHORITY. 

22 Section 1027 of the Consumer Financial Protection 

23 Act of 2010 (12 U.S.C. 5517) is amended— 

24 (1) in subsection (g)(3)(A), by striking ‘‘may 

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1 ity’’ and inserting ‘‘may not exercise any rule2 making, enforcement, or other authority’’; 

3 (2) in subsection (i)(1), by striking ‘‘shall have 

4 no authority to exercise any power to enforce this 

5 title’’ and inserting ‘‘may not exercise any rule6 making, enforcement, or other authority’’; and 

7 (3) in subsection (j)(1), by striking ‘‘shall have 

8 no authority to exercise any power to enforce this 

9 title’’ and inserting ‘‘may not exercise any rule10 making, enforcement, or other authority’’. 

11 Subtitle C—Policy Enhancements 

12 SEC. 731. CONSUMER RIGHT TO FINANCIAL PRIVACY. 

13 (a) REQUIREMENT OF THE AGENCY TO OBTAIN PER14 MISSION BEFORE COLLECTING NONPUBLIC PERSONAL

15 INFORMATION.—Section 1022 of the Consumer Financial 

16 Protection Act of 2010 (12 U.S.C. 5512), as amended by 

17 section 724(3), is further amended by inserting after sub18 section (b) the following: 

19 ‘‘(c) CONSUMER PRIVACY.— 

20 ‘‘(1) IN GENERAL.—The Agency may not re21 quest, obtain, access, collect, use, retain, or disclose 

22 any nonpublic personal information about a con23 sumer unless— 

24 ‘‘(A) the Agency clearly and conspicuously 

25 discloses to the consumer, in writing or in an 


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1 electronic form, what information will be re2 quested, obtained, accessed, collected, used, re3 tained, or disclosed; and 

4 ‘‘(B) before such information is requested, 

5 obtained, accessed, collected, used, retained, or 

6 disclosed, the consumer informs the Agency 

7 that such information may be requested, ob8 tained, accessed, collected, used, retained, or 

9 disclosed. 

10 ‘‘(2) APPLICATION OF REQUIREMENT TO CON11 TRACTORS OF THE AGENCY.—Paragraph (1) shall 

12 apply to any person directed or engaged by the 

13 Agency to collect information to the extent such in14 formation is being collected on behalf of the Agency. 

15 ‘‘(3) DEFINITION OF NONPUBLIC PERSONAL IN16 FORMATION.—In this subsection, the term ‘non17 public personal information’ has the meaning given 

18 the term in section 509 of the Gramm-Leach-Bliley 

19 Act (15 U.S.C. 6809).’’. 

20 (b) REMOVAL OF EXEMPTION FOR THE AGENCY

21 FROM THE RIGHT TO FINANCIAL PRIVACY ACT.—Section 

22 1113 of the Right to Financial Privacy Act of 1978 (12 

23 U.S.C. 3413) is amended by striking subsection (r). 


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1 SEC. 732. REPEAL OF COUNCIL AUTHORITY TO SET ASIDE 

2 AGENCY RULES AND REQUIREMENT OF SAFE3 TY AND SOUNDNESS CONSIDERATIONS WHEN 

4 ISSUING RULES. 

5 (a) REPEAL OF AUTHORITY.— 

6 (1) IN GENERAL.—Section 1023 of the Con7 sumer Financial Protection Act of 2010 (12 U.S.C. 

8 5513) is hereby repealed. 

9 (2) CONFORMING AMENDMENT.—Section 

10 1022(b)(2)(C) of the Consumer Financial Protection 

11 Act of 2010 (12 U.S.C. 5512(b)(2)(C)) is amended 

12 by striking ‘‘, except that nothing in this clause shall 

13 be construed as altering or limiting the procedures 

14 under section 1023 that may apply to any rule pre15 scribed by the Bureau’’. 

16 (3) CLERICAL AMENDMENT.—The table of con17 tents under section 1(b) of the Dodd-Frank Wall 

18 Street Reform and Consumer Protection Act is 

19 amended by striking the item relating to section 

20 1023. 

21 (b) SAFETY AND SOUNDNESS CHECK.—Section 

22 1022(b)(2)(A) of the Consumer Financial Protection Act 

23 of 2010 (12 U.S.C. 5512(b)(2)(A)) is amended— 

24 (1) in clause (i), by striking ‘‘and’’ at the end; 

25 (2) in clause (ii), by adding ‘‘and’’ at the end; 

26 and 


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

2 ‘‘(iii) the impact of such rule on the 

3 financial safety or soundness of an insured 

4 depository institution;’’. 

5 SEC. 733. REMOVAL OF AUTHORITY TO REGULATE SMALL6 DOLLAR CREDIT. 

7 The Consumer Financial Protection Act of 2010 (12 

8 U.S.C. 5481 et seq.) is amended— 

9 (1) in section 1024(a)(1)— 

10 (A) in subparagraph (C), by adding ‘‘or’’ 

11 at the end; 

12 (B) in subparagraph (D), by striking ‘‘; 

13 or’’ and inserting a period; and 

14 (C) by striking subparagraph (E); and 

15 (2) in section 1027, by adding at the end the 

16 following: 

17 ‘‘(t) NO AUTHORITY TO REGULATE SMALL-DOLLAR

18 CREDIT.—The Agency may not exercise any rulemaking, 

19 enforcement, or other authority with respect to payday 

20 loans, vehicle title loans, or other similar loans.’’. 

21 SEC. 734. REFORMING INDIRECT AUTO FINANCING GUID22 ANCE. 

23 (a) NULLIFICATION OF AUTO LENDING GUID24 ANCE.—Bulletin 2013–02 of the Bureau of Consumer FiVerDate Sep 11 2014 02:32 Apr 27, 2017 Jkt 069200 PO 00000 Frm 00403 Fmt 6652 Sfmt 6201 E:\BILLS\H10.IH H10

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1 nancial Protection (published March 21, 2013) shall have 

2 no force or effect. 

3 (b) GUIDANCE REQUIREMENTS.—Section 1022(b) of 

4 the Consumer Financial Protection Act of 2010 (12 

5 U.S.C. 5512(b)), as amended by section 721, is further 

6 amended by adding at the end the following: 

7 ‘‘(8) GUIDANCE ON INDIRECT AUTO FINANC8 ING.—In proposing and issuing guidance primarily 

9 related to indirect auto financing, the Agency 

10 shall— 

11 ‘‘(A) provide for a public notice and com12 ment period before issuing the guidance in final 

13 form; 

14 ‘‘(B) make available to the public, includ15 ing on the website of the Agency, all studies, 

16 data, methodologies, analyses, and other infor17 mation relied on by the Agency in preparing 

18 such guidance; 

19 ‘‘(C) redact any information that is exempt 

20 from disclosure under paragraph (3), (4), (6), 

21 (7), or (8) of section 552(b) of title 5, United 

22 States Code; 

23 ‘‘(D) consult with the Board of Governors 

24 of the Federal Reserve System, the Federal 


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1 Trade Commission, and the Department of Jus2 tice; and 

3 ‘‘(E) conduct a study on the costs and im4 pacts of such guidance to consumers and 

5 women-owned, minority-owned, veteran-owned, 

6 and small businesses, including consumers and 

7 small businesses in rural areas.’’. 

8 (c) RULE OF CONSTRUCTION.—Nothing in this sec9 tion shall be construed to apply to guidance issued by the 

10 Consumer Law Enforcement Agency that is not primarily 

11 related to indirect auto financing. 

12 SEC. 735. PROHIBITION OF GOVERNMENT PRICE CON13 TROLS FOR PAYMENT CARD TRANSACTIONS. 

14 (a) IN GENERAL.—Section 1075 of the Consumer Fi15 nancial Protection Act of 2010 is hereby repealed and the 

16 provisions of law amended by such section are revived or 

17 restored as if such section had not been enacted. 

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

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

20 and Consumer Protection Act is amended by striking the 

21 item relating to section 1075. 

22 SEC. 736. REMOVAL OF AGENCY UDAAP AUTHORITY. 

23 (a) IN GENERAL.—The Consumer Financial Protec24 tion Act of 2010 (12 U.S.C. 5481 et seq.) is amended— 


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1 (1) in section 1021(b)(2), by striking ‘‘unfair, 

2 deceptive, or abusive acts and practices and’’; 

3 (2) by striking section 1031; 

4 (3) in section 1036(a)— 

5 (A) in paragraph (1)— 

6 (i) by striking ‘‘provider’’ and all that 

7 follows through ‘‘to offer’’ and inserting 

8 ‘‘provider to offer’’; 

9 (ii) by striking subparagraph (B); and 

10 (B) in paragraph (2)(C), by striking ‘‘; or’’ 

11 at the end and inserting a period; and 

12 (C) by striking paragraph (3); and 

13 (4) in section 1061(b)(5)— 

14 (A) in subparagraph (B), by striking 

15 clause (ii); 

16 (B) by striking subparagraph (D); and 

17 (C) by redesignating subparagraph (E) (as 

18 amended by section 718(2)) as subparagraph 

19 (D); and 

20 (5) in section 1076(b)(2), by striking ‘‘deter21 mine—’’ and all that follows through ‘‘(B) provide 

22 for’’ and inserting ‘‘determine, provide for’’. 

23 (b) TELEMARKETING AND CONSUMER FRAUD AND

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1 marketing and Consumer Fraud and Abuse Prevention 

2 Act (15 U.S.C. 6102) is amended— 

3 (1) in paragraph (1), by striking ‘‘; and’’ at the 

4 end and inserting a period; 

5 (2) by striking paragraph (2); and 

6 (3) by striking ‘‘subsection (a)—’’ and all that 

7 follows through ‘‘(1) shall’’ and inserting ‘‘sub8 section (a) shall’’. 

9 (c) CLERICAL AMENDMENT.—The table of contents 

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

11 Consumer Protection Act is amended by striking the item 

12 relating to section 1031. 

13 SEC. 737. PRESERVATION OF UDAP AUTHORITY FOR FED14 ERAL BANKING REGULATORS. 

15 (a) IN GENERAL.—Section 18(f) of the Federal 

16 Trade Commission Act (15 U.S.C. 57a(f)) is amended to 

17 read as follows: 

18 ‘‘(f) UNFAIR OR DECEPTIVE ACTS OR PRACTICES BY

19 DEPOSITORY INSTITUTIONS.— 

20 ‘‘(1) IN GENERAL.—In order to prevent unfair 

21 or deceptive acts or practices in or affecting com22 merce (including acts or practices which are unfair 

23 or deceptive to consumers) by depository institu24 tions, each Federal banking regulator shall prescribe 

25 regulations to carry out the purposes of this section, 


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1 including regulations defining with specificity such 

2 unfair or deceptive acts or practices, and containing 

3 requirements prescribed for the purpose of pre4 venting such acts or practices. 

5 ‘‘(2) PROMULGATING SUBSTANTIALLY SIMILAR

6 REGULATIONS.—Whenever the Commission pre7 scribes a rule under subsection (a)(1)(B), then with8 in 60 days after such rule takes effect each Federal 

9 banking regulator shall promulgate substantially 

10 similar regulations prohibiting acts or practices of 

11 depository institutions which are substantially simi12 lar to those prohibited by rules of the Commission 

13 and which impose substantially similar requirements, 

14 unless— 

15 ‘‘(A) the Federal banking regulator finds 

16 that such acts or practices of depository institu17 tions are not unfair or deceptive; or 

18 ‘‘(B) the Board of Governors of the Fed19 eral Reserve System finds that implementation 

20 of similar regulations with respect to depository 

21 institutions would seriously conflict with essen22 tial monetary and payments systems policies of 

23 such Board, and publishes any such finding, 

24 and the reasons therefor, in the Federal Reg25 ister. 


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1 ‘‘(3) ENFORCEMENT.— 

2 ‘‘(A) IN GENERAL.—Compliance with regu3 lations prescribed under this subsection shall be 

4 enforced— 

5 ‘‘(i) under section 8 of the Federal 

6 Deposit Insurance Act, with respect to a 

7 depository institution other than a Federal 

8 credit union; and 

9 ‘‘(ii) under sections 120 and 206 of 

10 the Federal Credit Union Act, with respect 

11 to a Federal credit union. 

12 ‘‘(B) DEEMING OF VIOLATION.—For the 

13 purpose of the exercise by a Federal banking 

14 regulator of the regulator’s powers under any 

15 Act referred to in subparagraph (A), a violation 

16 of any regulation prescribed under this sub17 section shall be deemed to be a violation of a 

18 requirement imposed under that Act. 

19 ‘‘(C) ENFORCEMENT THROUGH ANY EXIST20 ING AUTHORITY.—In addition to its powers 

21 under any provision of law specifically referred 

22 to in subparagraph (A), each Federal banking 

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1 scribed under this subsection, any other author2 ity conferred on the regulator by law. 

3 ‘‘(4) RULE OF CONSTRUCTION.—The authority 

4 of the Board of Governors of the Federal Reserve 

5 System to issue regulations under this subsection 

6 does not impair the authority of any other Federal 

7 banking regulator to make rules respecting the regu8 lator’s own procedures in enforcing compliance with 

9 regulations prescribed under this subsection. 

10 ‘‘(5) REPORT TO CONGRESS.—Each Federal 

11 banking regulator exercising authority under this 

12 subsection shall transmit to the Congress each year 

13 a detailed report on its activities under this sub14 section during the preceding calendar year. 

15 ‘‘(6) DEFINITIONS.—For purposes of this Act: 

16 ‘‘(A) BANK.—The term ‘bank’ means— 

17 ‘‘(i) national banks and Federal 

18 branches and Federal agencies of foreign 

19 banks; 

20 ‘‘(ii) member banks of the Federal 

21 Reserve System (other than national 

22 banks), branches and agencies of foreign 

23 banks (other than Federal branches, Fed24 eral agencies, and insured State branches 

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1 panies owned or controlled by foreign 

2 banks, and organizations operating under 

3 section 25 or 25A of the Federal Reserve 

4 Act; and 

5 ‘‘(iii) banks insured by the Federal 

6 Deposit Insurance Corporation (other than 

7 banks referred to in clause (i) or (ii) and 

8 insured State branches of foreign banks. 

9 ‘‘(B) DEPOSITORY INSTITUTION.—The 

10 term ‘depository institution’ means a bank, a 

11 savings and loan institution, or a Federal credit 

12 union. 

13 ‘‘(C) FEDERAL BANKING REGULATOR.— 

14 The term ‘Federal banking regulator’— 

15 ‘‘(i) has the meaning given the term 

16 ‘appropriate Federal banking agency’ 

17 under section 3 of the Federal Deposit In18 surance Act; and 

19 ‘‘(ii) means the National Credit Union 

20 Administration, in the case of a Federal 

21 credit union. 

22 ‘‘(D) FEDERAL CREDIT UNION.—The term 

23 ‘Federal credit union’ has the same meaning as 

24 in section 101 of the Federal Credit Union Act. 


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1 ‘‘(E) SAVINGS AND LOAN INSTITUTION.— 

2 The term ‘savings and loan institution’ has the 

3 same meaning as in section 3 of the Federal 

4 Deposit Insurance Act. 

5 ‘‘(F) OTHER TERMS.—The terms used in 

6 this paragraph that are not defined in this Act 

7 or otherwise defined in section 3(s) of the Fed8 eral Deposit Insurance Act shall have the mean9 ing given to them in section 1(b) of the Inter10 national Banking Act of 1978.’’. 

11 (b) CONFORMING AMENDMENTS.—The Federal 

12 Trade Commission Act (15 U.S.C. 41 et seq.) is amend13 ed— 

14 (1) in section 6(j)(6), by striking ‘‘section 

15 18(f)(3) (15 U.S.C. 57a(f)(3)), a Federal credit 

16 union described in section 18(f)(4) (15 U.S.C. 

17 57a(f)(4))’’ and inserting ‘‘section 18(f), a Federal 

18 credit union described in section 18(f)’’; 

19 (2) in section 21(b)(6)(C), by striking ‘‘section 

20 18(f)(3) of the Federal Trade Commission Act (15 

21 U.S.C. 57a(f)(3)), or a Federal credit union de22 scribed in section 18(f)(4) of the Federal Trade 

23 Commission Act (15 U.S.C. 57a(f)(4))’’ and insert24 ing ‘‘18(f), or a Federal credit union described in 

25 section 18(f)’’; 


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1 (3) by striking ‘‘section 18(f)(2)’’ each place 

2 such term appears and inserting ‘‘section 18(f)’’; 

3 (4) by striking ‘‘section 18(f)(3)’’ each place 

4 such term appears and inserting ‘‘section 18(f)’’; 

5 and 

6 (5) by striking ‘‘section 18(f)(4)’’ each place 

7 such term appears and inserting ‘‘section 18(f)’’. 

8 SEC. 738. REPEAL OF AUTHORITY TO RESTRICT ARBITRA9 TION. 

10 (a) IN GENERAL.—Section 1028 of the Consumer Fi11 nancial Protection Act of 2010 (12 U.S.C. 5518) is hereby 

12 repealed. 

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

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

15 and Consumer Protection Act is amended by striking the 

16 item relating to section 1028. 

17 TITLE VIII—CAPITAL MARKETS 

18 IMPROVEMENTS 

19 Subtitle A—SEC Reform, 

20 Restructuring, and Accountability 

21 SEC. 801. AUTHORIZATION OF APPROPRIATIONS. 

22 Section 35 of the Securities Exchange Act of 1934 

23 (15 U.S.C. 78kk) is amended by striking paragraphs (1) 

24 through (5) and inserting the following: 

25 ‘‘(1) for fiscal year 2017, $1,555,000,000; 


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1 ‘‘(2) for fiscal year 2018, $1,605,000,000; 

2 ‘‘(3) for fiscal year 2019, $1,655,000,000; 

3 ‘‘(4) for fiscal year 2020, $1,705,000,000; 

4 ‘‘(5) for fiscal year 2021, $1,755,000,000; and 

5 ‘‘(6) for fiscal year 2022, $1,805,000,000.’’. 

6 SEC. 802. REPORT ON UNOBLIGATED APPROPRIATIONS. 

7 Section 23 of the Securities Exchange Act of 1934 

8 (15 U.S.C. 78w) is amended by adding at the end the fol9 lowing: 

10 ‘‘(e) REPORT ON UNOBLIGATED APPROPRIATIONS.— 

11 If, at the end of any fiscal year, there remain unobligated 

12 any funds that were appropriated to the Commission for 

13 such fiscal year, the Commission shall, not later than 30 

14 days after the last day of such fiscal year, submit to the 

15 Committee on Financial Services and the Committee on 

16 Appropriations of the House of Representatives and the 

17 Committee on Banking, Housing, and Urban Affairs and 

18 the Committee on Appropriations of the Senate a report 

19 stating the amount of such unobligated funds. If there is 

20 any material change in the amount stated in the report, 

21 the Commission shall, not later than 7 days after deter22 mining the amount of the change, submit to such commit23 tees a supplementary report stating the amount of and 

24 reason for the change.’’. 


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1 SEC. 803. SEC RESERVE FUND ABOLISHED. 

2 Section 4 of the Securities Exchange Act of 1934 (15 

3 U.S.C. 78d) is amended by striking subsection (i). 

4 SEC. 804. FEES TO OFFSET APPROPRIATIONS. 

5 (a) SECTION 31 OF THE SECURITIES EXCHANGE ACT

6 OF 1934.—Section 31 of the Securities Exchange Act of 

7 1934 (15 U.S.C. 78ee) is amended— 

8 (1) by striking subsection (a) and inserting the 

9 following: 

10 ‘‘(a) COLLECTION.—The Commission shall, in ac11 cordance with this section, collect transaction fees and as12 sessments.’’; 

13 (2) in subsection (i)— 

14 (A) in paragraph (1)(A), by inserting ‘‘ex15 cept as provided in paragraph (2),’’ before 

16 ‘‘shall’’; and 

17 (B) by striking paragraph (2) and insert18 ing the following: 

19 ‘‘(2) GENERAL REVENUE.—Any fees collected 

20 for a fiscal year pursuant to this section, sections 

21 13(e) and 14(g) of this title, and section 6(b) of the 

22 Securities Act of 1933 in excess of the amount pro23 vided in appropriation Acts for collection for such 

24 fiscal year pursuant to such sections shall be depos25 ited and credited as general revenue of the Treas26 ury.’’; 


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1 (3) in subsection (j)— 

2 (A) by striking ‘‘the regular appropriation 

3 to the Commission by Congress for such fiscal 

4 year’’ each place it appears and inserting ‘‘the 

5 target offsetting collection amount for such fis6 cal year’’; and 

7 (B) in paragraph (2), by striking ‘‘sub8 section (l)’’ and inserting ‘‘subsection (l)(2)’’; 

9 and 

10 (4) by striking subsection (l) and inserting the 

11 following: 

12 ‘‘(l) DEFINITIONS.—For purposes of this section: 

13 ‘‘(1) TARGET OFFSETTING COLLECTION

14 AMOUNT.—The target offsetting collection amount 

15 for a fiscal year is— 

16 ‘‘(A) for fiscal year 2017, $1,400,000,000; 

17 and 

18 ‘‘(B) for each succeeding fiscal year, the 

19 target offsetting collection amount for the prior 

20 fiscal year, adjusted by the rate of inflation. 

21 ‘‘(2) BASELINE ESTIMATE OF THE AGGREGATE

22 DOLLAR AMOUNT OF SALES.—The baseline estimate 

23 of the aggregate dollar amount of sales for any fiscal 

24 year is the baseline estimate of the aggregate dollar 

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1 bentures, other evidences of indebtedness, security 

2 futures products, and options on securities indexes 

3 (excluding a narrow-based security index)) to be 

4 transacted on each national securities exchange and 

5 by or through any member of each national securi6 ties association (otherwise than on a national securi7 ties exchange) during such fiscal year as determined 

8 by the Commission, after consultation with the Con9 gressional Budget Office and the Office of Manage10 ment and Budget, using the methodology required 

11 for making projections pursuant to section 257 of 

12 the Balanced Budget and Emergency Deficit Control 

13 Act of 1985.’’. 

14 (b) SECTION 6(b) OF THE SECURITIES ACT OF

15 1933.—Section 6(b) of the Securities Act of 1933 (15 

16 U.S.C. 77f(b)) is amended— 

17 (1) by striking ‘‘target fee collection amount’’ 

18 each place it appears and inserting ‘‘target offsetting 

19 collection amount’’; 

20 (2) in paragraph (4), by striking the last sen21 tence and inserting the following: ‘‘Subject to para22 graphs (6)(B) and (7), an adjusted rate prescribed 

23 under paragraph (2) shall take effect on the later 

24 of— 


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1 ‘‘(A) the first day of the fiscal year to 

2 which such rate applies; or 

3 ‘‘(B) five days after the date on which a 

4 regular appropriation to the Commission for 

5 such fiscal year is enacted.’’; 

6 (3) in paragraph (5), by inserting ‘‘of the Secu7 rities Exchange Act of 1934’’ after ‘‘sections 13(e) 

8 and 14(g)’’; 

9 (4) by redesignating paragraph (6) as para10 graph (8); 

11 (5) by inserting after paragraph (5) the fol12 lowing: 

13 ‘‘(6) OFFSETTING COLLECTIONS.—Fees col14 lected pursuant to this subsection for any fiscal 

15 year— 

16 ‘‘(A) except as provided in section 31(i)(2) 

17 of the Securities Exchange Act of 1934, shall 

18 be deposited and credited as offsetting collec19 tions to the account providing appropriations to 

20 the Commission; and 

21 ‘‘(B) except as provided in paragraph (7), 

22 shall not be collected for any fiscal year except 

23 to the extent provided in advance in appropria24 tion Acts. 


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1 ‘‘(7) LAPSE OF APPROPRIATION.—If on the 

2 first day of a fiscal year a regular appropriation to 

3 the Commission has not been enacted, the Commis4 sion shall continue to collect fees (as offsetting col5 lections) under this subsection at the rate in effect 

6 during the preceding fiscal year, until 5 days after 

7 the date such a regular appropriation is enacted.’’; 

8 and 

9 (6) in subparagraph (A) of paragraph (8) (as 

10 so redesignated)— 

11 (A) by striking the subparagraph heading 

12 and inserting ‘‘TARGET OFFSETTING COLLEC13 TION AMOUNT.—’’; and 

14 (B) in the heading of the right column of 

15 the table, by striking ‘‘fee’’ and inserting ‘‘off16 setting’’. 

17 (c) SECTION 13(e) OF THE SECURITIES EXCHANGE

18 ACT OF 1934.—Section 13(e) of the Securities Exchange 

19 Act of 1934 (15 U.S.C. 78m(e)) is amended— 

20 (1) by striking paragraph (5) and inserting the 

21 following: 

22 ‘‘(5) OFFSETTING COLLECTIONS.—Fees col23 lected pursuant to this subsection for any fiscal 

24 year— 


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1 ‘‘(A) except as provided in section 31(i)(2), 

2 shall be deposited and credited as offsetting col3 lections to the account providing appropriations 

4 to the Commission; and 

5 ‘‘(B) except as provided in paragraph (8), 

6 shall not be collected for any fiscal year except 

7 to the extent provided in advance in appropria8 tions Acts.’’; and 

9 (2) by adding at the end the following: 

10 ‘‘(8) LAPSE OF APPROPRIATION.—If on the 

11 first day of a fiscal year a regular appropriation to 

12 the Commission has not been enacted, the Commis13 sion shall continue to collect fees (as offsetting col14 lections) under this subsection at the rate in effect 

15 during the preceding fiscal year, until 5 days after 

16 the date such a regular appropriation is enacted.’’. 

17 (d) SECTION 14(g) OF THE SECURITIES EXCHANGE

18 ACT OF 1934.—Section 14(g) of the Securities Exchange 

19 Act of 1934 (15 U.S.C. 78n(g)) is amended— 

20 (1) by striking paragraph (5) and inserting the 

21 following: 

22 ‘‘(5) OFFSETTING COLLECTIONS.—Fees col23 lected pursuant to this subsection for any fiscal 

24 year— 


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1 ‘‘(A) except as provided in section 31(i)(2), 

2 shall be deposited and credited as offsetting col3 lections to the account providing appropriations 

4 to the Commission; and 

5 ‘‘(B) except as provided in paragraph (8), 

6 shall not be collected for any fiscal year except 

7 to the extent provided in advance in appropria8 tions Acts.’’; 

9 (2) by redesignating paragraph (8) as para10 graph (9); and 

11 (3) by inserting after paragraph (7) the fol12 lowing: 

13 ‘‘(8) LAPSE OF APPROPRIATION.—If on the 

14 first day of a fiscal year a regular appropriation to 

15 the Commission has not been enacted, the Commis16 sion shall continue to collect fees (as offsetting col17 lections) under this subsection at the rate in effect 

18 during the preceding fiscal year, until 5 days after 

19 the date such a regular appropriation is enacted.’’. 

20 (e) EFFECTIVE DATE.—The amendments made by 

21 this section— 

22 (1) shall apply beginning on October 1, 2017, 

23 except that for fiscal year 2018, the Securities and 

24 Exchange Commission shall publish— 


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1 (A) the rates established under section 31 

2 of the Securities Exchange Act of 1934, as 

3 amended by this section, not later than 30 days 

4 after the date on which an Act making a reg5 ular appropriation to the Commission for fiscal 

6 year 2018 is enacted; and 

7 (B) the rate established under section 6(b) 

8 of the Securities Act of 1933, as amended by 

9 this section, not later than August 31, 2017; 

10 and 

11 (2) shall not apply with respect to fees for any 

12 fiscal year before fiscal year 2018. 

13 SEC. 805. COMMISSION RELOCATION FUNDING PROHIBI14 TION. 

15 The Securities and Exchange Commission may not 

16 obligate any funds for the purpose of constructing a new 

17 headquarters of the Commission. 

18 SEC. 806. IMPLEMENTATION OF RECOMMENDATIONS. 

19 Section 967 of the Dodd-Frank Wall Street Reform 

20 and Consumer Protection Act is amended by adding at 

21 the end the following: 

22 ‘‘(d) IMPLEMENTATION OF RECOMMENDATIONS.— 

23 Not later than 6 months after the date of enactment of 

24 this subsection, the Securities and Exchange Commission 

25 shall complete an implementation of the recommendations 


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1 contained in the report of the independent consultant 

2 issued under subsection (b) on March 10, 2011. To the 

3 extent that implementation of certain recommendations 

4 requires legislation, the Commission shall submit a report 

5 to Congress containing a request for legislation granting 

6 the Commission such authority it needs to fully implement 

7 such recommendations.’’. 

8 SEC. 807. OFFICE OF CREDIT RATINGS TO REPORT TO THE 

9 DIVISION OF TRADING AND MARKETS. 

10 Section 15E(p)(1) of the Securities Exchange Act of 

11 1934 (15 U.S.C. 78o–7(p)(1)) is amended— 

12 (1) in subparagraph (A), by striking ‘‘within 

13 the Commission’’ and inserting ‘‘within the Division 

14 of Trading and Markets’’; and 

15 (2) in subparagraph (B), by striking ‘‘report to 

16 the Chairman’’ and inserting ‘‘report to the head of 

17 the Division of Trading and Markets’’. 

18 SEC. 808. OFFICE OF MUNICIPAL SECURITIES TO REPORT 

19 TO THE DIVISION OF TRADING AND MAR20 KETS. 

21 Section 979 of the Dodd-Frank Wall Street Reform 

22 and Consumer Protection Act (15 U.S.C. 78o–4a) is 

23 amended— 


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1 (1) in subsection (a), by inserting ‘‘, within the 

2 Division of Trading and Markets,’’ after ‘‘There 

3 shall be in the Commission’’; and 

4 (2) in subsection (b), by striking ‘‘report to the 

5 Chairman’’ and inserting ‘‘report to the head of the 

6 Division of Trading and Markets’’. 

7 SEC. 809. INDEPENDENCE OF COMMISSION OMBUDSMAN. 

8 Section 4(g)(8) of the Securities Exchange Act of 

9 1934 (15 U.S.C. 78d(g)(8)) is amended— 

10 (1) in subparagraph (A), by striking ‘‘the In11 vestor Advocate shall appoint’’ and all that follows 

12 through ‘‘Investor Advocate’’ and inserting ‘‘the 

13 Chairman shall appoint an Ombudsman, who shall 

14 report to the Commission’’; and 

15 (2) in subparagraph (D)— 

16 (A) by striking ‘‘report to the Investor Ad17 vocate’’ and inserting ‘‘report to the Commis18 sion’’; and 

19 (B) by striking the last sentence. 

20 SEC. 810. INVESTOR ADVISORY COMMITTEE IMPROVE21 MENTS. 

22 Section 39 of the Securities Exchange Act of 1934 

23 (15 U.S.C. 78pp) is amended— 

24 (1) in subsection (a)(2)(B), by striking ‘‘sub25 mit’’ and inserting, ‘‘in consultation with the Small 


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1 Business Capital Formation Advisory Committee es2 tablished under section 40, submit’’; 

3 (2) in subsection (b)— 

4 (A) in paragraph (1)— 

5 (i) in subparagraph (C), by striking 

6 ‘‘and’’; 

7 (ii) in subparagraph (D)(iv), by strik8 ing the period at the end and inserting ‘‘; 

9 and’’; and 

10 (iii) by adding at the end the fol11 lowing: 

12 ‘‘(E) a member of the Small Business Cap13 ital Formation Advisory Committee who shall 

14 be a nonvoting member.’’; 

15 (B) by amending paragraph (2) to read as 

16 follows: 

17 ‘‘(2) TERM.— 

18 ‘‘(A) LENGTH OF TERM FOR MEMBERS OF

19 THE COMMITTEE.—Each member of the Com20 mittee appointed under paragraph (1), other 

21 than the Investor Advocate, shall serve for a 

22 term of 4 years. 

23 ‘‘(B) LIMITATION ON MULTIPLE TERMS.— 

24 A member of the Committee may not serve for 

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1 vocate, a representative of State securities com2 missions, and the member of the Small Busi3 ness Capital Formation Advisory Committee.’’; 

4 and 

5 (C) in paragraph (3), by striking ‘‘para6 graph (1)(B)’’ and inserting ‘‘paragraph (1)’’; 

7 (3) in subsection (c), by amending paragraph 

8 (2) to read as follows: 

9 ‘‘(2) TERM.— 

10 ‘‘(A) LENGTH OF TERM.—Each member 

11 elected under paragraph (1) shall serve for a 

12 term of 3 years in the capacity for which the 

13 member was elected under paragraph (1). 

14 ‘‘(B) LIMITATION ON MULTIPLE TERMS.— 

15 A member elected under paragraph (1) may not 

16 serve for more than one term in the capacity 

17 for which the member was elected under para18 graph (1).’’; and 

19 (4) by striking subsections (i) and (j). 

20 SEC. 811. DUTIES OF INVESTOR ADVOCATE. 

21 Section 4(g)(4) of the Securities Exchange Act of 

22 1934 (15 U.S.C. 78d(g)(4)) is amended— 

23 (1) in subparagraph (D)(ii), by striking ‘‘and’’; 

24 (2) in subparagraph (E), by striking the period 

25 at the end and inserting a semicolon; and 


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

2 ‘‘(F) not take a position on any legislation 

3 pending before Congress other than a legislative 

4 change proposed by the Investor Advocate pur5 suant to subparagraph (E); 

6 ‘‘(G) consult with the Advocate for Small 

7 Business Capital Formation on proposed rec8 ommendations made under subparagraph (E); 

9 and 

10 ‘‘(H) advise the Advocate for Small Busi11 ness Capital Formation on issues related to 

12 small business investors.’’. 

13 SEC. 812. ELIMINATION OF EXEMPTION OF SMALL BUSI14 NESS CAPITAL FORMATION ADVISORY COM15 MITTEE FROM FEDERAL ADVISORY COM16 MITTEE ACT. 

17 Section 40 of the Securities Exchange Act of 1934 

18 (as added by Public Law 114–284) is amended by striking 

19 subsection (h). 

20 SEC. 813. INTERNAL RISK CONTROLS. 

21 The Securities Exchange Act of 1934 (15 U.S.C. 78a 

22 et seq.) is amended— 

23 (1) by inserting after section 4G, as added by 

24 this Act, the following: 


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1 ‘‘SEC. 4H. INTERNAL RISK CONTROLS. 

2 ‘‘(a) IN GENERAL.—Each of the following entities, in 

3 consultation with the Chief Economist, shall develop com4 prehensive internal risk control mechanisms to safeguard 

5 and govern the storage of all market data by such entity, 

6 all market data sharing agreements of such entity, and 

7 all academic research performed at such entity using mar8 ket data: 

9 ‘‘(1) The Commission. 

10 ‘‘(2) Each national security association required 

11 to register under section 15A. 

12 ‘‘(b) CONSOLIDATED AUDIT TRAIL.—The Commis13 sion may not approve a national market system plan pur14 suant to part 242.613 of title 17, Code of Federal Regula15 tions (or any successor regulation), unless the operator of 

16 the consolidated audit trail created by such plan has devel17 oped, in consultation with the Chief Economist, com18 prehensive internal risk control mechanisms to safeguard 

19 and govern the storage of all market data by such oper20 ator, all market data sharing agreements of such operator, 

21 and all academic research performed at such operator 

22 using market data.’’; 

23 (2) in section 3(a), by redesignating the second 

24 paragraph (80) (relating to funding portals) as 

25 paragraph (81); and 


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1 (3) in section 3(a), by adding at the end the 

2 following: 

3 ‘‘(82) CHIEF ECONOMIST.—The term ‘Chief 

4 Economist’ means the Director of the Division of 

5 Economic and Risk Analysis, or an employee of the 

6 Commission with comparable authority, as deter7 mined by the Commission.’’. 

8 SEC. 814. APPLICABILITY OF NOTICE AND COMMENT RE9 QUIREMENTS OF THE ADMINISTRATIVE PRO10 CEDURE ACT TO GUIDANCE VOTED ON BY 

11 THE COMMISSION. 

12 The Securities Exchange Act of 1934 (15 U.S.C. 78a 

13 et seq.) is amended by inserting after section 4H, as added 

14 by this Act, the following: 

15 ‘‘SEC. 4I. APPLICABILITY OF NOTICE AND COMMENT RE16 QUIREMENTS OF THE ADMINISTRATIVE PRO17 CEDURE ACT TO GUIDANCE VOTED ON BY 

18 THE COMMISSION. 

19 ‘‘The notice and comment requirements of section 

20 553 of title 5, United States Code, shall also apply with 

21 respect to any Commission statement or guidance, includ22 ing interpretive rules, general statements of policy, or 

23 rules of Commission organization, procedure, or practice, 

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1 scribing law or policy and that is voted on by the Commis2 sion.’’. 

3 SEC. 815. LIMITATION ON PILOT PROGRAMS. 

4 (a) IN GENERAL.—Section 4 of the Securities Ex5 change Act of 1934 (15 U.S.C. 78d), as amended by sec6 tion 371(e), is further amended by adding at the end the 

7 following: 

8 ‘‘(k) LIMITATION ON PILOT PROGRAMS.— 

9 ‘‘(1) IN GENERAL.—Any pilot program estab10 lished by self-regulatory organizations, either indi11 vidually or jointly, and filed with the Commission, 

12 including under section 11A or 19, shall terminate 

13 after the end of the 5-year period beginning on the 

14 date that the Commission approved such program, 

15 unless the Commission issues a rule to permanently 

16 continue such program or approves such program on 

17 a permanent basis. 

18 ‘‘(2) EXTENSION.—With respect to a particular 

19 pilot program described under paragraph (1), the 

20 Commission may extend the 5-year period described 

21 under such paragraph for an additional 3 years if 

22 the Commission determines such extension is nec23 essary or appropriate in the public interest or for 

24 the protection of investors. 


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1 ‘‘(3) LACK OF STATUTORY AUTHORITY.—If, 

2 with respect to a pilot program described under 

3 paragraph (1), the Commission determines that the 

4 pilot program should continue permanently, but the 

5 Commission lacks sufficient statutory authority to 

6 permanently continue the program, the Commission 

7 shall, not later than 1 year before such pilot pro8 gram is scheduled to terminate pursuant to para9 graph (1), notify the Committee on Financial Serv10 ices of the House of Representatives and the Com11 mittee on Banking, Housing, and Urban Affairs of 

12 the Senate that the Commission believes the pro13 gram should continue permanently but does not have 

14 sufficient statutory authority to continue the pro15 gram.’’. 

16 (b) TREATMENT OF EXISTING PILOT PROGRAMS.— 

17 For purposes of section 4(k) of Securities Exchange Act 

18 of 1934, as added by subsection (a), the date on which 

19 the Commission approved a pilot program that was in ex20 istence on the date of the enactment of this Act shall be 

21 deemed to be the date of the enactment of this Act. 


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1 SEC. 816. PROCEDURE FOR OBTAINING CERTAIN INTEL2 LECTUAL PROPERTY. 

3 (a) PERSONS UNDER SECURITIES ACT OF 1933.— 

4 Section 8 of the Securities Act of 1933 (15 U.S.C. 77h) 

5 is amended by adding at the end the following: 

6 ‘‘(g) PROCEDURE FOR OBTAINING CERTAIN INTEL7 LECTUAL PROPERTY.—The Commission is not authorized 

8 to compel under this title a person to produce or furnish 

9 source code, including algorithmic trading source code or 

10 similar intellectual property, to the Commission unless the 

11 Commission first issues a subpoena.’’. 

12 (b) PERSONS UNDER THE SECURITIES EXCHANGE

13 ACT OF 1934.—Section 23 of the Securities Exchange Act 

14 of 1934 (15 U.S.C. 78w) is amended by adding at the 

15 end the following: 

16 ‘‘(e) PROCEDURE FOR OBTAINING CERTAIN INTEL17 LECTUAL PROPERTY.—The Commission is not authorized 

18 to compel under this title a person to produce or furnish 

19 source code, including algorithmic trading source code or 

20 similar intellectual property, to the Commission unless the 

21 Commission first issues a subpoena.’’. 

22 (c) INVESTMENT COMPANIES.—Section 31 of the In23 vestment Company Act of 1940 (15 U.S.C. 80a–30) is 

24 amended by adding at the end the following: 

25 ‘‘(e) PROCEDURE FOR OBTAINING CERTAIN INTEL26 LECTUAL PROPERTY.—The Commission is not authorized 


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1 to compel under this title an investment company to 

2 produce or furnish source code, including algorithmic trad3 ing source code or similar intellectual property, to the 

4 Commission unless the Commission first issues a sub5 poena.’’. 

6 (d) INVESTMENT ADVISERS.—Section 204 of the In7 vestment Advisers Act of 1940 (15 U.S.C. 80b–4) is 

8 amended— 

9 (1) by adding at the end the following: 

10 ‘‘(f) PROCEDURE FOR OBTAINING CERTAIN INTEL11 LECTUAL PROPERTY.—The Commission is not authorized 

12 to compel under this title an investment adviser to produce 

13 or furnish source code, including algorithmic trading 

14 source code or similar intellectual property, to the Com15 mission unless the Commission first issues a subpoena.’’; 

16 and 

17 (2) in the second subsection (d), by striking 

18 ‘‘(d)’’ and inserting ‘‘(e)’’. 

19 SEC. 817. PROCESS FOR CLOSING INVESTIGATIONS. 

20 (a) IN GENERAL.—Not later than 180 days after the 

21 date of the enactment of this Act, the Securities and Ex22 change Commission shall establish a process for closing 

23 investigations (including preliminary or informal inves24 tigations) that is designed to ensure that the Commission, 

25 in a timely manner— 


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1 (1) makes a determination of whether or not to 

2 institute an administrative or judicial action in a 

3 matter or refer the matter to the Attorney General 

4 for potential criminal prosecution; and 

5 (2) if the Commission determines not to insti6 tute such an action or refer the matter to the Attor7 ney General, informs the persons who are the sub8 ject of the investigation that the investigation is 

9 closed. 

10 (b) RULE OF CONSTRUCTION.—Nothing in this sec11 tion shall be construed to affect the authority of the Com12 mission to re-open an investigation if the Commission ob13 tains new evidence after the investigation is closed, subject 

14 to any applicable statute of limitations. 

15 SEC. 818. ENFORCEMENT OMBUDSMAN. 

16 (a) IN GENERAL.—Section 4 of the Securities Ex17 change Act of 1934 (15 U.S.C. 78d), as amended by sec18 tion 803, is further amended by adding at the end the 

19 following: 

20 ‘‘(i) ENFORCEMENT OMBUDSMAN.— 

21 ‘‘(1) ESTABLISHMENT.—The Commission shall 

22 have an Enforcement Ombudsman, who shall be ap23 pointed by and report directly to the Commission. 

24 ‘‘(2) DUTIES.—The Enforcement Ombudsman 

25 shall— 


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1 ‘‘(A) act as a liaison between the Commis2 sion and any person who is the subject of an in3 vestigation (including a preliminary or informal 

4 investigation) by the Commission or an admin5 istrative or judicial action brought by the Com6 mission in resolving problems that such persons 

7 may have with the Commission or the conduct 

8 of Commission staff; and 

9 ‘‘(B) establish safeguards to maintain the 

10 confidentiality of communications between the 

11 persons described in subparagraph (A) and the 

12 Enforcement Ombudsman. 

13 ‘‘(3) LIMITATION.—In carrying out the duties 

14 of the Enforcement Ombudsman under paragraph 

15 (2), the Enforcement Ombudsman shall utilize per16 sonnel of the Commission to the extent practicable. 

17 Nothing in this subsection shall be construed as re18 placing, altering, or diminishing the activities of any 

19 ombudsman or similar office of any other agency. 

20 ‘‘(4) REPORT.—The Enforcement Ombudsman 

21 shall submit to the Commission and to the Com22 mittee on Financial Services of the House of Rep23 resentatives and the Committee on Banking, Hous24 ing, and Urban Affairs of the Senate an annual re25 port that describes the activities and evaluates the 


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1 effectiveness of the Enforcement Ombudsman during 

2 the preceding year.’’. 

3 (b) DEADLINE FOR INITIAL APPOINTMENT.—The 

4 Securities and Exchange Commission shall appoint the ini5 tial Enforcement Ombudsman under subsection (i) of sec6 tion 4 of the Securities Exchange Act of 1934, as added 

7 by subsection (a), not later than 180 days after the date 

8 of the enactment of this Act. 

9 SEC. 819. ADEQUATE NOTICE. 

10 Section 21 of the Securities Exchange Act of 1934 

11 (15 U.S.C. 78u) is amended by adding at the end the fol12 lowing: 

13 ‘‘(k) ADEQUATE NOTICE REQUIRED BEFORE BRING14 ING AN ENFORCEMENT ACTION.— 

15 ‘‘(1) IN GENERAL.—No person shall be subject 

16 to an enforcement action by the Commission for an 

17 alleged violation of the securities laws or the rules 

18 and regulations issued thereunder if such person did 

19 not have adequate notice of such law, rule, or regu20 lation. 

21 ‘‘(2) PUBLISHING OF INTERPRETATION

22 DEEMED ADEQUATE NOTICE.—With respect to an 

23 enforcement action, adequate notice of a securities 

24 law or a rule or regulation issued thereunder shall 

25 be deemed to have been provided to a person if the 


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1 Commission approved a statement or guidance, in 

2 accordance with Section 4I, with respect to the con3 duct that is the subject of the enforcement action, 

4 prior to the time that the person engaged in the con5 duct that is the subject of the enforcement action.’’. 

6 SEC. 820. ADVISORY COMMITTEE ON COMMISSION’S EN7 FORCEMENT POLICIES AND PRACTICES. 

8 (a) ESTABLISHMENT.—Not later than 6 months after 

9 the date of the enactment of this Act, the Chairman shall 

10 establish an advisory committee on the Commission’s en11 forcement policies and practices (in this section referred 

12 to as the ‘‘Committee’’). 

13 (b) DUTIES.— 

14 (1) ANALYSIS AND RECOMMENDATIONS.— 

15 (A) IN GENERAL.—The Committee shall 

16 conduct an analysis of the policies and practices 

17 of the Commission relating to the enforcement 

18 of the securities laws and make recommenda19 tions to the Commission regarding changes to 

20 such policies and practices. 

21 (B) SPECIFIC MATTERS INCLUDED.—In 

22 carrying out subparagraph (A), the Committee 

23 shall analyze and make recommendations to the 

24 Commission regarding matters including the 

25 following: 


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1 (i) How the Commission’s enforce2 ment objectives and strategies may be 

3 more effective. 

4 (ii) The Commission’s enforcement 

5 practices and procedures from the point of 

6 view of due process, the relationship of en7 forcement action to notice of legal require8 ments, the attribution of responsibility for 

9 violations, and the protection of reputation 

10 and rights of privacy. 

11 (iii) The Commission’s enforcement 

12 policies and practices in light of its statu13 tory responsibility to protect investors, 

14 maintain fair, orderly, and efficient mar15 kets, and facilitate capital formation. 

16 (iv) The appropriate blend of regula17 tion, publicity, and formal enforcement ac18 tion and on methods of furthering vol19 untary compliance. 

20 (v) Criteria for the selection and dis21 position of enforcement actions, the ade22 quacy of sanctions authorized by law, and 

23 the suitability and effectiveness of sanc24 tions imposed by the Commission pro25 ceedings. 


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1 (2) REPORT.—Not later than 1 year after the 

2 establishment of the Committee under subsection 

3 (a), the Committee shall submit to the Commission 

4 and the appropriate congressional committees a re5 port containing the results of the analysis and the 

6 recommendations required by paragraph (1)(A). 

7 (c) MEMBERSHIP.— 

8 (1) NUMBER AND APPOINTMENT.—The Com9 mittee shall be composed of not less than 3 and not 

10 greater than 7 members appointed by the Chairman. 

11 (2) CHAIRPERSON.—The Chairperson of the 

12 Committee shall be designated by the Chairman at 

13 the time of appointment of the members. 

14 (d) SUPPORT.—The Commission shall provide the 

15 Committee with the administrative, professional, and tech16 nical support required by the Committee to carry out its 

17 responsibilities under this section. 

18 (e) TERMINATION OF COMMITTEE.—The Committee 

19 established by subsection (a) shall terminate on the date 

20 that the report required by subsection (b)(2) is submitted. 

21 (f) CONSIDERATION AND ADOPTION OF REC22 OMMENDATIONS BY COMMISSION.—Not later than 180 

23 days after the Committee submits the report required by 

24 subsection (b)(2), the Commission shall— 


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1 (1) consider the analysis and recommendations 

2 included in such report; 

3 (2) adopt such recommendations, with any 

4 modifications, as the Commission considers appro5 priate; and 

6 (3) submit to the appropriate congressional 

7 committees a report that— 

8 (A) lists each recommendation included in 

9 such report that the Commission does not adopt 

10 or adopts with material modifications; and 

11 (B) for each recommendation listed under 

12 subparagraph (A), explains why the Commis13 sion does not consider it appropriate or does 

14 not have sufficient authority to adopt the rec15 ommendation or to adopt the recommendation 

16 without material modification. 

17 (g) DEFINITIONS.—In this section: 

18 (1) APPROPRIATE CONGRESSIONAL COMMIT19 TEES.—The term ‘‘appropriate congressional com20 mittees’’ means the Committee on Financial Services 

21 of the House of Representatives and the Committee 

22 on Banking, Housing, and Urban Affairs of the Sen23 ate. 

24 (2) CHAIRMAN.—The term ‘‘Chairman’’ means 

25 the Chairman of the Commission. 


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1 (3) COMMISSION.—The term ‘‘Commission’’ 

2 means the Securities and Exchange Commission. 

3 (4) SECURITIES LAWS.—The term ‘‘securities 

4 laws’’ has the meaning given such term in section 

5 3(a) of the Securities Exchange Act of 1934 (15 

6 U.S.C. 78c(a)). 

7 SEC. 821. PROCESS TO PERMIT RECIPIENT OF WELLS NOTI8 FICATION TO APPEAR BEFORE COMMISSION 

9 STAFF IN-PERSON. 

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 under which, 

13 in any instance in which the Commission staff provides 

14 a written Wells notification to an individual informing the 

15 individual that the Commission staff has made a prelimi16 nary determination to recommend that the Commission 

17 bring an administrative or judicial action against the indi18 vidual, the individual shall have the right to make an in19 person presentation before the Commission staff con20 cerning such recommendation and to be represented by 

21 counsel at such presentation, at the individual’s own ex22 pense. 

23 (b) ATTENDANCE BY COMMISSIONERS.—Such proc24 ess shall provide that each Commissioner of the CommisVerDate Sep 11 2014 02:32 Apr 27, 2017 Jkt 069200 PO 00000 Frm 00441 Fmt 6652 Sfmt 6201 E:\BILLS\H10.IH H10

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1 sion, or a designee of the Commissioner, may attend any 

2 such presentation. 

3 (c) REPORT BY COMMISSION STAFF.—Such process 

4 shall provide that, before any Commission vote on whether 

5 to bring the administrative or judicial action against the 

6 individual, the Commission staff shall provide to each 

7 Commissioner a written report on any such presentation, 

8 including any factual or legal arguments made by the indi9 vidual and any supporting documents provided by the indi10 vidual. 

11 SEC. 822. PUBLICATION OF ENFORCEMENT MANUAL. 

12 (a) IN GENERAL.—Not later than 1 year after the 

13 date of the enactment of this Act, the Securities and Ex14 change Commission shall approve, by vote of the Commis15 sion, and publish an updated manual that sets forth the 

16 policies and practices that the Commission will follow in 

17 the enforcement of the securities laws (as defined in sec18 tion 3(a) of the Securities Exchange Act of 1934 (15 

19 U.S.C. 78c(a))). Such manual shall include policies and 

20 practices required by this Act, and by the amendments 

21 made by this Act, and shall be developed so as to ensure 

22 transparency in such enforcement and uniform application 

23 of such laws by the Commission. 

24 (b) ENFORCEMENT PLAN AND REPORT.—Beginning 

25 on the date that is one year after the date of enactment 


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1 of this Act, and each year thereafter, and the Securities 

2 and Exchange Commission shall transmit to Congress and 

3 publish on its Internet website an annual enforcement 

4 plan and report that shall— 

5 (1) detail the priorities of the Commission with 

6 regard to enforcement and examination activities for 

7 the forthcoming year; 

8 (2) report on the Commission’s enforcement 

9 and examination activities for the previous year, in10 cluding an assessment of how such activities com11 ported with the priorities identified for that year 

12 pursuant to paragraph (1); 

13 (3) contain an analysis of litigated decisions 

14 found not in favor of the Commission over the pre15 ceding year; 

16 (4) contain a description of any emerging 

17 trends the Commission has focused on as part of its 

18 enforcement program, including whether and how 

19 the Commission has alerted or communicated with 

20 those who may be subject to the Commission’s regu21 lation of emerging trends; 

22 (5) contain a description of legal theories or 

23 standards employed by the Commission in enforce24 ment over the preceding year that had not previously 


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1 been employed, and a summary justifying each such 

2 theory or standard; and 

3 (6) provide an opportunity and mechanism for 

4 public comment. 

5 SEC. 823. PRIVATE PARTIES AUTHORIZED TO COMPEL THE 

6 SECURITIES AND EXCHANGE COMMISSION TO 

7 SEEK SANCTIONS BY FILING CIVIL ACTIONS. 

8 Title I of the Securities Exchange Act of 1934 (15 

9 U.S.C. 78a et seq.) is amended by adding at the end the 

10 following: 

11 ‘‘SEC. 41. PRIVATE PARTIES AUTHORIZED TO COMPEL THE 

12 COMMISSION TO SEEK SANCTIONS BY FILING 

13 CIVIL ACTIONS. 

14 ‘‘(a) TERMINATION OF ADMINISTRATIVE PRO15 CEEDING.—In the case of any person who is a party to 

16 a proceeding brought by the Commission under a securi17 ties law, to which section 554 of title 5, United States 

18 Code, applies, and against whom an order imposing a 

19 cease and desist order and a penalty may be issued at 

20 the conclusion of the proceeding, that person may, not 

21 later than 20 days after receiving notice of such pro22 ceeding, and at that person’s discretion, require the Com23 mission to terminate the proceeding. 

24 ‘‘(b) CIVIL ACTION AUTHORIZED.—If a person re25 quires the Commission to terminate a proceeding pursuant 


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1 to subsection (a), the Commission may bring a civil action 

2 against that person for the same remedy that might be 

3 imposed. 

4 ‘‘(c) STANDARD OF PROOF IN ADMINISTRATIVE PRO5 CEEDING.—Notwithstanding any other provision of law, in 

6 the case of a proceeding brought by the Commission under 

7 a securities law, to which section 554 of title 5, United 

8 States Code, applies, a legal or equitable remedy may be 

9 imposed on the person against whom the proceeding was 

10 brought only on a showing by the Commission of clear and 

11 convincing evidence that the person has violated the rel12 evant provision of law.’’. 

13 SEC. 824. CERTAIN FINDINGS REQUIRED TO APPROVE 

14 CIVIL MONEY PENALTIES AGAINST ISSUERS. 

15 The Securities Exchange Act of 1934 (15 U.S.C. 78a 

16 et seq.) is amended by inserting after section 4E the fol17 lowing: 

18 ‘‘SEC. 4F. CERTAIN FINDINGS REQUIRED TO APPROVE 

19 CIVIL MONEY PENALTIES AGAINST ISSUERS. 

20 ‘‘The Commission may not seek against or impose on 

21 an issuer a civil money penalty for violation of the securi22 ties laws unless the publicly available text of the order ap23 proving the seeking or imposition of such penalty contains 

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1 nomic and Risk Analysis and certified by the Chief Econo2 mist, of whether— 

3 ‘‘(1) the alleged violation resulted in direct eco4 nomic benefit to the issuer; and 

5 ‘‘(2) the penalty will harm the shareholders of 

6 the issuer.’’. 

7 SEC. 825. REPEAL OF AUTHORITY OF THE COMMISSION TO 

8 PROHIBIT PERSONS FROM SERVING AS OFFI9 CERS OR DIRECTORS. 

10 (a) UNDER SECURITIES ACT OF 1933.—Subsection 

11 (f) of section 8A of the Securities Act of 1933 (15 U.S.C. 

12 77h–1) is repealed. 

13 (b) UNDER SECURITIES EXCHANGE ACT OF 1934.— 

14 Subsection (f) of section 21C of the Securities Exchange 

15 Act of 1934 (15 U.S.C. 78u–3) is repealed. 

16 SEC. 826. SUBPOENA DURATION AND RENEWAL. 

17 Section 21(b) of the Securities Exchange Act of 1934 

18 (15 U.S.C. 78u(b)) is amended— 

19 (1) by inserting ‘‘SUBPOENA.—’’ after the enu20 merator; 

21 (2) by striking ‘‘For the purpose of’’ and insert22 ing the following: 

23 ‘‘(1) IN GENERAL.—For the purpose of’’; and 

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

25 ‘‘(2) OMNIBUS ORDERS OF INVESTIGATION.— 


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1 ‘‘(A) DURATION AND RENEWAL.—An om2 nibus order of investigation shall not be for an 

3 indefinite duration and may be renewed only by 

4 Commission action. 

5 ‘‘(B) DEFINITION.—In paragraph (A), the 

6 term ‘omnibus order of investigation’ means an 

7 order of the Commission authorizing 1 of more 

8 members of the Commission or its staff to issue 

9 subpoenas under paragraph (1) to multiple per10 sons in relation to a particular subject matter 

11 area.’’. 

12 SEC. 827. ELIMINATION OF AUTOMATIC DISQUALIFICA13 TIONS. 

14 The Securities Exchange Act of 1934 (15 U.S.C. 78a 

15 et seq.), as amended by this Act, is further amended by 

16 inserting after section 4F the following: 

17 ‘‘SEC. 4G. ELIMINATION OF AUTOMATIC DISQUALIFICA18 TIONS. 

19 ‘‘(a) IN GENERAL.—Notwithstanding any other pro20 vision of law, a non-natural person may not be disqualified 

21 or otherwise made ineligible to use an exemption or reg22 istration provision, engage in an activity, or qualify for 

23 any similar treatment under a provision of the securities 

24 laws or the rules issued by the Commission under the se25 curities laws by reason of having, or a person described 


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1 in subsection (b) having, been convicted of any felony or 

2 misdemeanor or made the subject of any judicial or admin3 istrative order, judgment, or decree arising out of a gov4 ernmental action (including an order, judgment, or decree 

5 agreed to in a settlement), or having, or a person de6 scribed in subsection (b) having, been suspended or ex7 pelled from membership in, or suspended or barred from 

8 association with a member of, a registered national securi9 ties exchange or a registered national or affiliated securi10 ties association for any act or omission to act constituting 

11 conduct inconsistent with just and equitable principles of 

12 trade, unless the Commission, by order, on the record 

13 after notice and an opportunity for hearing, makes a de14 termination that such non-natural person should be so dis15 qualified or otherwise made ineligible for purposes of such 

16 provision. 

17 ‘‘(b) PERSON DESCRIBED.—A person is described in 

18 this subsection if the person is— 

19 ‘‘(1) a natural person who is a director, officer, 

20 employee, partner, member, or shareholder of the 

21 non-natural person referred to in subsection (a) or 

22 is otherwise associated or affiliated with such non23 natural person in any way; or 


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1 ‘‘(2) a non-natural person who is associated or 

2 affiliated with the non-natural person referred to in 

3 subsection (a) in any way. 

4 ‘‘(c) RULE OF CONSTRUCTION.—Nothing in this sec5 tion shall be construed to limit any authority of the Com6 mission, by order, on the record after notice and an oppor7 tunity for hearing, to prohibit a person from using an ex8 emption or registration provision, engaging in an activity, 

9 or qualifying for any similar treatment under a provision 

10 of the securities laws, or the rules issued by the Commis11 sion under the securities laws, by reason of a circumstance 

12 referred to in subsection (a) or any similar circumstance.’’. 

13 SEC. 828. DENIAL OF AWARD TO CULPABLE WHISTLE14 BLOWERS. 

15 Section 21F(c) of the Securities Exchange Act of 

16 1934 (15 U.S.C. 78u–6(c)) is amended— 

17 (1) in paragraph (2)— 

18 (A) in subparagraph (C), by striking ‘‘or’’ 

19 at the end; 

20 (B) in subparagraph (D), by striking the 

21 period and inserting ‘‘; or’’; and 

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

23 ‘‘(E) to any whistleblower who is respon24 sible for, or complicit in, the violation of the seVerDate Sep 11 2014 02:32 Apr 27, 2017 Jkt 069200 PO 00000 Frm 00449 Fmt 6652 Sfmt 6201 E:\BILLS\H10.IH H10

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1 curities laws for which the whistleblower pro2 vided information to the Commission.’’; and 

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

4 ‘‘(3) DEFINITION.—For purposes of paragraph 

5 (2)(E), a person is responsible for, or complicit in, 

6 a violation of the securities laws if, with the intent 

7 to promote or assist the violation, the person— 

8 ‘‘(A) procures, induces, or causes another 

9 person to commit the offense; 

10 ‘‘(B) aids or abets another person in com11 mitting the offense; or 

12 ‘‘(C) having a duty to prevent the viola13 tion, fails to make an effort the person is re14 quired to make.’’. 

15 SEC. 829. CONFIDENTIALITY OF RECORDS OBTAINED FROM 

16 FOREIGN SECURITIES AND LAW ENFORCE17 MENT AUTHORITIES. 

18 Section 24(d) of the Securities Exchange Act of 1934 

19 (15 U.S.C. 78x(d)) is amended to read as follows: 

20 ‘‘(d) RECORDS OBTAINED FROM FOREIGN SECURI21 TIES AND LAW ENFORCEMENT AUTHORITIES.—Except as 

22 provided in subsection (g), the Commission shall not be 

23 compelled to disclose records obtained from a foreign secu24 rities authority, or from a foreign law enforcement author25 ity as defined in subsection (f)(4), if— 


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1 ‘‘(1) the foreign securities authority or foreign 

2 law enforcement authority has in good faith deter3 mined and represented to the Commission that the 

4 records are confidential under the laws of the coun5 try of such authority; and 

6 ‘‘(2) the Commission obtains such records pur7 suant to— 

8 ‘‘(A) such procedure as the Commission 

9 may authorize for use in connection with the 

10 administration or enforcement of the securities 

11 laws; or 

12 ‘‘(B) a memorandum of understanding. 

13 For purposes of section 552 of title 5, United States Code, 

14 this subsection shall be considered a statute described in 

15 subsection (b)(3)(B) of such section 552.’’. 

16 SEC. 830. CLARIFICATION OF AUTHORITY TO IMPOSE SANC17 TIONS ON PERSONS ASSOCIATED WITH A 

18 BROKER OR DEALER. 

19 Section 15(b)(6)(A)(i) of the Securities Exchange Act 

20 of 1934 (15 U.S.C. 78o(b)(6)(A)(i)) is amended by strik21 ing ‘‘enumerated’’ and all that follows and inserting ‘‘enu22 merated in subparagraph (A), (D), (E), (G), or (H) of 

23 paragraph (4) of this subsection;’’. 


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1 SEC. 831. COMPLAINT AND BURDEN OF PROOF REQUIRE2 MENTS FOR CERTAIN ACTIONS FOR BREACH 

3 OF FIDUCIARY DUTY. 

4 Section 36(b) of the Investment Company Act of 

5 1940 (15 U.S.C. 80a–35(b)) is amended by adding at the 

6 end the following: 

7 ‘‘(7) In any such action brought by a security 

8 holder of a registered investment company on behalf 

9 of such company— 

10 ‘‘(A) the complaint shall state with par11 ticularity all facts establishing a breach of fidu12 ciary duty, and, if an allegation of any such 

13 facts is based on information and belief, the 

14 complaint shall state with particularity all facts 

15 on which that belief is formed; and 

16 ‘‘(B) such security holder shall have the 

17 burden of proving a breach of fiduciary duty by 

18 clear and convincing evidence.’’. 

19 SEC. 832. CONGRESSIONAL ACCESS TO INFORMATION 

20 HELD BY THE PUBLIC COMPANY ACCOUNT21 ING OVERSIGHT BOARD. 

22 Section 105(b)(5) of the Sarbanes-Oxley Act of 2002 

23 (15 U.S.C. 7215(b)(5)) is amended— 

24 (1) in subparagraph (A), by striking ‘‘subpara25 graphs (B) and (C)’’ and inserting ‘‘subparagraphs 

26 (B), (C) and (D)’’; and 


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1 (2) by adding at the end the following: 

2 ‘‘(D) AVAILABILITY TO THE CONGRES3 SIONAL COMMITTEES.—The Board shall make 

4 available to the Committees specified under sec5 tion 101(h)— 

6 ‘‘(i) such information as the Commit7 tees shall request; and 

8 ‘‘(ii) with respect to any confidential 

9 or privileged information provided in re10 sponse to a request under clause (i), in11 cluding any information subject to section 

12 104(g) and subparagraph (A), or any con13 fidential or privileged information provided 

14 orally in response to such a request, such 

15 information shall maintain the protections 

16 provided in subparagraph (A), and shall 

17 retain its confidential and privileged status 

18 in the hands of the Board and the Com19 mittees.’’. 

20 SEC. 833. ABOLISHING INVESTOR ADVISORY GROUP. 

21 The Public Company Accounting Oversight Board 

22 shall abolish the Investor Advisory Group. 


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1 SEC. 834. REPEAL OF REQUIREMENT FOR PUBLIC COM2 PANY ACCOUNTING OVERSIGHT BOARD TO 

3 USE CERTAIN FUNDS FOR MERIT SCHOLAR4 SHIP PROGRAM. 

5 (a) IN GENERAL.—Section 109(c) of the Sarbanes6 Oxley Act of 2002 (15 U.S.C. 7219(c)) is amended by 

7 striking paragraph (2). 

8 (b) CONFORMING AMENDMENTS.—Section 109 of the 

9 Sarbanes-Oxley Act of 2002 (15 U.S.C. 7219) is amend10 ed— 

11 (1) in subsection (c), by striking ‘‘USES OF

12 FUNDS’’ and all that follows through ‘‘The budget’’ 

13 and inserting ‘‘USES OF FUNDS.—The budget’’; and 

14 (2) in subsection (f), by striking ‘‘subsection 

15 (c)(1)’’ and inserting ‘‘subsection (c)’’. 

16 SEC. 835. REALLOCATION OF FINES FOR VIOLATIONS OF 

17 RULES OF MUNICIPAL SECURITIES RULE18 MAKING BOARD. 

19 (a) IN GENERAL.—Section 15B(c)(9) of the Securi20 ties Exchange Act of 1934 (15 U.S.C. 78o–4(c)(9)) is 

21 amended to read as follows: 

22 ‘‘(9) Fines collected for violations of the rules of the 

23 Board shall be deposited and credited as general revenue 

24 of the Treasury, except as otherwise provided in section 

25 308 of the Sarbanes-Oxley Act of 2002 or section 21F 

26 of this title.’’. 


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1 (b) EFFECTIVE DATE.—The amendment made by 

2 subsection (a) shall apply to fines collected after the date 

3 of enactment of this Act. 

4 Subtitle B—Eliminating Excessive 

5 Government Intrusion in the 

6 Capital Markets 

7 SEC. 841. REPEAL OF DEPARTMENT OF LABOR FIDUCIARY 

8 RULE AND REQUIREMENTS PRIOR TO RULE9 MAKING RELATING TO STANDARDS OF CON10 DUCT FOR BROKERS AND DEALERS. 

11 (a) REPEAL OF DEPARTMENT OF LABOR FIDUCIARY

12 RULE.—The final rule of the Department of Labor titled 

13 ‘‘Definition of the Term ‘Fiduciary’; Conflict of Interest 

14 Rule—Retirement Investment Advice’’ and related prohib15 ited transaction exemptions published April 8, 2016 (81 

16 Fed. Reg. 20946) shall have no force or effect. 

17 (b) STAY ON RULES DEFINING CERTAIN FIDU18 CIARIES.—After the date of enactment of this Act, the 

19 Secretary of Labor shall not prescribe any regulation 

20 under the Employee Retirement Income Security Act of 

21 1974 (29 U.S.C. 1001 et seq.) defining the circumstances 

22 under which an individual is considered a fiduciary until 

23 the date that is 60 days after the Securities and Exchange 

24 Commission issues a final rule relating to standards of 

25 conduct for brokers and dealers pursuant to the second 


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1 subsection (k) of section 15 of the Securities Exchange 

2 Act of 1934 (15 U.S.C. 78o(k)). 

3 (c) REQUIREMENT AFTER STAY.—If, after the stay 

4 described under subsection (b), the Secretary of Labor 

5 prescribes a regulation described under such subsection, 

6 the Secretary of Labor shall prescribe a substantially iden7 tical definition of what constitutes fiduciary investment 

8 advice and impose substantially identical standards of care 

9 and conditions as the Securities and Exchange Commis10 sion has imposed on brokers, dealers, or investment advis11 ers. 

12 (d) REQUIREMENTS PRIOR TO RULEMAKING RELAT13 ING TO STANDARDS OF CONDUCT FOR BROKERS AND

14 DEALERS.—The second subsection (k) of section 15 of the 

15 Securities Exchange Act of 1934 (15 U.S.C. 78o(k)), as 

16 added by section 913(g)(1) of the Dodd-Frank Wall Street 

17 Reform and Consumer Protection Act (12 U.S.C. 5301 

18 et seq.), is amended by adding at the end the following: 

19 ‘‘(3) REQUIREMENTS PRIOR TO RULEMAKING.— 

20 The Commission shall not promulgate a rule pursu21 ant to paragraph (1) before providing a report to the 

22 Committee on Financial Services of the House of 

23 Representatives and the Committee on Banking, 

24 Housing, and Urban Affairs of the Senate describing 

25 whether— 


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1 ‘‘(A) retail investors (and such other cus2 tomers as the Commission may provide) are 

3 being harmed due to brokers or dealers oper4 ating under different standards of conduct than 

5 those that apply to investment advisors under 

6 section 211 of the Investment Advisers Act of 

7 1940 (15 U.S.C. 80b–11); 

8 ‘‘(B) alternative remedies will reduce any 

9 confusion or harm to retail investors due to 

10 brokers or dealers operating under different 

11 standards of conduct than those standards that 

12 apply to investment advisors under section 211 

13 of the Investment Advisers Act of 1940 (15 

14 U.S.C. 80b–11), including— 

15 ‘‘(i) simplifying the titles used by bro16 kers, dealers, and investment advisers; and 

17 ‘‘(ii) enhancing disclosure surrounding 

18 the different standards of conduct cur19 rently applicable to brokers, dealers, and 

20 investment advisers; 

21 ‘‘(C) the adoption of a uniform fiduciary 

22 standard of conduct for brokers, dealers, and 

23 investment advisors would adversely impact the 

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1 kers and dealers, and the ability of brokers and 

2 dealers to engage in principal transactions with 

3 customers; and 

4 ‘‘(D) the adoption of a uniform fiduciary 

5 standard of conduct for brokers or dealers and 

6 investment advisors would adversely impact re7 tail investor access to personalized and cost-ef8 fective investment advice, recommendations 

9 about securities, or the availability of such ad10 vice and recommendations. 

11 ‘‘(4) ECONOMIC ANALYSIS.—The Commission’s 

12 conclusions contained in the report described in 

13 paragraph (3) shall be supported by economic anal14 ysis. 

15 ‘‘(5) REQUIREMENTS FOR PROMULGATING A

16 RULE.—The Commission shall publish in the Fed17 eral Register alongside the rule promulgated pursu18 ant to paragraph (1) formal findings that such rule 

19 would reduce confusion or harm to retail customers 

20 (and such other customers as the Commission may 

21 by rule provide) due to different standards of con22 duct applicable to brokers, dealers, and investment 

23 advisors. 

24 ‘‘(6) REQUIREMENTS UNDER INVESTMENT AD25 VISERS ACT OF 1940.—In proposing rules under 


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1 paragraph (1) for brokers or dealers, the Commis2 sion shall consider the differences in the registration, 

3 supervision, and examination requirements applica4 ble to brokers, dealers, and investment advisors.’’. 

5 SEC. 842. EXEMPTION FROM RISK RETENTION REQUIRE6 MENTS FOR NONRESIDENTIAL MORTGAGE. 

7 (a) IN GENERAL.—Section 15G of the Securities Ex8 change Act of 1934 (15 U.S.C. 78o–11) is amended— 

9 (1) in subsection (a)— 

10 (A) in paragraph (3)(B), by striking ‘‘and’’ 

11 at the end; 

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

13 period and inserting ‘‘; and’’; and 

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

15 ‘‘(5) the term ‘asset-backed security’ refers only 

16 to an asset-backed security that is comprised wholly 

17 of residential mortgages.’’; 

18 (2) in subsection (b)— 

19 (A) by striking paragraph (1); and 

20 (B) by striking ‘‘(2) RESIDENTIAL MORT21 GAGES.—’’; 

22 (3) by striking subsection (h) and redesignating 

23 subsection (i) as subsection (h); and 

24 (4) in subsection (h) (as so redesignated)— 


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1 (A) by striking ‘‘effective—’’ and all that 

2 follows through ‘‘(1) with respect to’’ and in3 serting ‘‘effective with respect to’’; 

4 (B) in paragraph (1), by striking ‘‘; and’’ 

5 and inserting a period; and 

6 (C) by striking paragraph (2). 

7 (b) CONFORMING AMENDMENT.—Section 941 of the 

8 Dodd-Frank Wall Street Reform and Consumer Protec9 tion Act is amended by striking subsection (c). 

10 SEC. 843. FREQUENCY OF SHAREHOLDER APPROVAL OF 

11 EXECUTIVE COMPENSATION. 

12 Section 14A(a) of the Securities Exchange Act of 

13 1934 (15 U.S.C. 78n–1(a)) is amended— 

14 (1) in paragraph (1), by striking ‘‘Not less fre15 quently than once every 3 years’’ and inserting 

16 ‘‘Each year in which there has been a material 

17 change to the compensation of executives of an 

18 issuer from the previous year’’; and 

19 (2) by striking paragraph (2) and redesignating 

20 paragraph (3) as paragraph (2). 

21 SEC. 844. SHAREHOLDER PROPOSALS. 

22 (a) RESUBMISSION THRESHOLDS.—The Securities 

23 and Exchange Commission shall revise section 240.14a– 

24 8(i)(12) of title 17, Code of Federal Regulations to— 


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1 (1) in paragraph (i), adjust the 3 percent 

2 threshold 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 

8 Exchange Commission shall revise the holding require9 ment for a shareholder to be eligible to submit a share10 holder proposal to an issuer in section 240.14a–8(b)(1) 

11 of title 17, Code of Federal Regulations, to— 

12 (1) eliminate the option to satisfy the holding 

13 requirement 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 

16 proposal, or such greater percentage as determined 

17 by the 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 


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1 such person’s capacity as a proxy, representative, agent, 

2 or person 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 

5 (15 U.S.C. 78n) is amended by adding at the end the fol6 lowing: 

7 ‘‘(k) PROHIBITION ON REQUIRING A SINGLE BAL8 LOT.—The Commission may not require that a solicitation 

9 of a proxy, consent, or authorization to vote a security 

10 of an issuer in an election of members of the board of 

11 directors of the issuer be made using a single ballot or 

12 card that lists both individuals nominated by (or on behalf 

13 of) the issuer and individuals nominated by (or on behalf 

14 of) other proponents and permits the person granting the 

15 proxy, consent, or authorization to select from among indi16 viduals in both groups.’’. 

17 SEC. 846. REQUIREMENT FOR MUNICIPAL ADVISOR FOR 

18 ISSUERS OF MUNICIPAL SECURITIES. 

19 Section 15B(d) of the Securities Exchange Act of 

20 1934 (15 U.S.C. 78o–4(d)) is amended by adding at the 

21 end the following: 

22 ‘‘(3) An issuer of municipal securities shall not be 

23 required to retain a municipal advisor prior to issuing any 

24 such securities.’’. 


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1 SEC. 847. SMALL ISSUER EXEMPTION FROM INTERNAL 

2 CONTROL 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.—Sub6 section (b) shall not apply with respect to any audit report 

7 prepared for an issuer that has total market capitalization 

8 of less than $500,000,000, nor to any issuer that is a de9 pository institution with assets of less than 

10 $1,000,000,000.’’. 

11 SEC. 848. STREAMLINING OF APPLICATIONS FOR AN EX12 EMPTION FROM THE INVESTMENT COMPANY 

13 ACT OF 1940. 

14 Section 6(c) of the Investment Company Act of 1940 

15 (15 U.S.C. 80a–6(c)) is amended— 

16 (1) by striking ‘‘(c) The Commission’’ and in17 serting the following: 

18 ‘‘(c) GENERAL EXEMPTIVE AUTHORITY.— 

19 ‘‘(1) IN GENERAL.—The Commission’’; and 

20 (2) by adding at the end the following: 

21 ‘‘(2) APPLICATION PROCESS.— 

22 ‘‘(A) IN GENERAL.—A person who wishes 

23 to receive an exemption from the Commission 

24 pursuant to paragraph (1) shall file an applica25 tion with the Commission in such form and 


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1 manner and containing such information as the 

2 Commission may require. 

3 ‘‘(B) PUBLICATION; REJECTION OF IN4 VALID APPLICATIONS.— 

5 ‘‘(i) IN GENERAL.—Not later than the 

6 end of the 5-day period beginning on the 

7 date that the Commission receives an ap8 plication under subparagraph (A), the 

9 Commission shall either— 

10 ‘‘(I) publish the application, in11 cluding by publication on the website 

12 of the Commission; or 

13 ‘‘(II) if the Commission deter14 mines that the application does not 

15 comply with the proper form, manner, 

16 or information requirements described 

17 under subparagraph (A), reject such 

18 application and notify the applicant of 

19 the specific reasons the application 

20 was rejected. 

21 ‘‘(ii) FAILURE TO PUBLISH APPLICA22 TION.—If the Commission does not reject 

23 an application under clause (i)(II), but 

24 fails to publish the application by the end 

25 of the time period specified under clause 


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1 (i), such application shall be deemed to 

2 have been published on the date that is the 

3 end of such time period. 

4 ‘‘(3) DETERMINATION BY COMMISSION.— 

5 ‘‘(A) IN GENERAL.—Not later than 45 

6 days after the date that the Commission pub7 lishes an application pursuant to paragraph 

8 (2)(B), the Commission shall, by order— 

9 ‘‘(i) approve the application; 

10 ‘‘(ii) if the Commission determines 

11 that the application would have been ap12 proved had the applicant provided addi13 tional supporting documentation or made 

14 certain amendments to the application— 

15 ‘‘(I) provide the applicant with 

16 the specific additional supporting doc17 umentation or amendments that the 

18 Commission believes are necessary for 

19 the applicant to provide in order for 

20 the application to be approved; and 

21 ‘‘(II) request that the applicant 

22 withdraw the application and re-sub23 mit the application with such addi24 tional supporting documentation and 

25 amendments; or 


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1 ‘‘(iii) deny the application. 

2 ‘‘(B) EXTENSION OF TIME PERIOD.—The 

3 Commission may extend the time period de4 scribed under subparagraph (A) by not more 

5 than an additional 45 days, if— 

6 ‘‘(i) the Commission determines that a 

7 longer period is appropriate and publishes 

8 the reasons for such determination; or 

9 ‘‘(ii) the applicant consents to the 

10 longer period. 

11 ‘‘(C) TIME PERIOD FOR WITHDRAWAL.—If 

12 the Commission makes a request under sub13 paragraph (A)(ii) for an applicant to withdraw 

14 an application, such application shall be deemed 

15 to be denied if the applicant informs the Com16 mission that the applicant will not withdraw the 

17 application or if the applicant does not with18 draw the application before the end of the 30- 

19 day period beginning on the date the Commis20 sion makes such request. 

21 ‘‘(4) PROCEEDINGS; NOTICE AND HEARING.—If 

22 an application is denied pursuant to paragraph (3), 

23 the Commission shall provide the applicant with— 

24 ‘‘(A) a written explanation for why the ap25 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 

5 the 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 ap11 prove, request the withdrawal of, or deny the 

12 application, as required under paragraph 

13 (3)(A), within the time period required under 

14 paragraph (3)(A), as such time period may 

15 have been extended pursuant to paragraph 

16 (3)(B); or 

17 ‘‘(B) the applicant requests an opportunity 

18 for hearing, pursuant to paragraph (4)(B), but 

19 the Commission does not commence such hear20 ing within the time period required under para21 graph (4)(B). 

22 ‘‘(6) RULEMAKING.—Not later than 180 days 

23 after the date of enactment of this paragraph, the 

24 Commission shall issue rules to carry out this sub25 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 be5 fore the period the following: ‘‘, where such executive offi6 cer had control or authority over the financial reporting 

7 that resulted in the accounting restatement’’. 

8 SEC. 850. EXEMPTIVE AUTHORITY FOR CERTAIN PROVI9 SIONS RELATING TO REGISTRATION OF NA10 TIONALLY RECOGNIZED STATISTICAL RAT11 ING 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 mo17 tion, or by order upon application, may conditionally or 

18 unconditionally exempt any person from any provision or 

19 provisions of this title or of any rule or regulation there20 under, if and to the extent it determines that such rule, 

21 regulation, or requirement is creating a barrier to entry 

22 into the market for nationally recognized statistical rating 

23 organizations or impeding competition among such organi24 zations, or that such an exemption is necessary or appro25 priate in the public interest and is consistent with the pro26 tection of investors.’’. 


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1 SEC. 851. RISK-BASED EXAMINATIONS OF NATIONALLY 

2 RECOGNIZED STATISTICAL RATING ORGANI3 ZATIONS. 

4 Section 15E(p)(3) of the Securities Exchange Act of 

5 1934 (15 U.S.C. 78o–7(p)(3)) is amended— 

6 (1) in subparagraph (A)— 

7 (A) in the heading, by striking ‘‘ANNUAL’’ 

8 and inserting ‘‘RISK-BASED’’; 

9 (B) by striking ‘‘an examination’’ and in10 serting ‘‘examinations’’; and 

11 (C) by striking ‘‘at least annually’’; and 

12 (2) in subparagraph (B), in the matter pre13 ceding clause (i), by inserting ‘‘, as appropriate,’’ 

14 after ‘‘Each examination under subparagraph (A) 

15 shall include’’. 

16 SEC. 852. TRANSPARENCY OF CREDIT RATING METH17 ODOLOGIES. 

18 Section 15E(s) of the Securities Exchange Act of 

19 1934 (15 U.S.C. 78o–7(s)) is amended— 

20 (1) in paragraph (2)(B), by inserting before the 

21 semicolon the following: ‘‘rated by the nationally rec22 ognized statistical rating agency’’; and 

23 (2) in paragraph (3)— 

24 (A) in subparagraph (A)(ix), by inserting 

25 before the period the following: ‘‘, except that 

26 the Commission may not require the inclusion 


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1 of references to statutory or regulatory require2 ments or statutory provision headings or enu3 merators for any specific disclosure’’; 

4 (B) in subparagraph (B)(iv), by inserting 

5 before the period the following: ‘‘, except that 

6 the Commission may not require the inclusion 

7 of references to statutory or regulatory require8 ments or statutory provision headings or enu9 merators for any specific disclosure’’; and 

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

11 ‘‘(C) NO MANDATE ON THE ORGANIZATION

12 OF DISCLOSURES.—The Commission may not 

13 mandate the specific organization of the disclo14 sures required under this paragraph.’’. 

15 SEC. 853. REPEAL OF CERTAIN ATTESTATION REQUIRE16 MENTS RELATING TO CREDIT RATINGS. 

17 Section 15E of the Securities Exchange Act of 1934 

18 (15 U.S.C. 78o–7) is amended— 

19 (1) in subsection (c)(3)(B)— 

20 (A) in clause (i), by adding ‘‘and’’ at the 

21 end; 

22 (B) in clause (ii), by striking ‘‘; and’’ and 

23 inserting a period; and 

24 (C) by striking clause (iii); and 

25 (2) in subsection (q)(2)— 


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1 (A) in subparagraph (D), by adding ‘‘and’’ 

2 at the end; 

3 (B) in subparagraph (E), by striking ‘‘; 

4 and’’ and inserting a period; and 

5 (C) by striking subparagraph (F). 

6 SEC. 854. LOOK-BACK REVIEW BY NRSRO. 

7 Section 15E(h)(4)(A) of the Securities Exchange Act 

8 of 1934 (15 U.S.C. 78o–7(h)(4)(A)) is amended— 

9 (1) by striking ‘‘Each nationally’’ and inserting 

10 the following: 

11 ‘‘(i) IN GENERAL.—Each nationally’’; 

12 (2) by striking ‘‘underwriter’’ and inserting 

13 ‘‘lead underwriter’’; 

14 (3) by striking ‘‘in any capacity’’; 

15 (4) by striking ‘‘during the 1-year period pre16 ceding the date an action was taken with respect to 

17 the credit rating’’; 

18 (5) by redesignating clauses (i) and (ii) as sub19 clauses (I) and (II), respectively, and adjusting the 

20 margin of such subclauses accordingly; 

21 (6) in subclause (I), as so redesignated, by in22 serting before the semicolon the following: ‘‘during 

23 the 1-year period preceding the departure of the em24 ployee from the nationally recognized statistical rat25 ing organization’’; and 


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1 (7) by adding at the end the following: 

2 ‘‘(ii) MAINTENANCE OF RATINGS AC3 TIONS.—In the case of maintenance of rat4 ings actions, the requirement under clause 

5 (i) shall only apply to employees of a per6 son subject to a credit rating of the nation7 ally recognized statistical rating organiza8 tion or an issuer of a security or money 

9 market instrument subject to a credit rat10 ing of the nationally recognized statistical 

11 rating organization.’’. 

12 SEC. 855. APPROVAL OF CREDIT RATING PROCEDURES AND 

13 METHODOLOGIES. 

14 Section 15E(r)(1)(A) of the Securities Exchange Act 

15 of 1934 (15 U.S.C. 78o–7(r)(1)(A)) is amended by insert16 ing ‘‘, or the Chief Credit Officer’’ after ‘‘performing a 

17 function similar to that of a board’’. 

18 SEC. 856. EXCEPTION FOR PROVIDING CERTAIN MATERIAL 

19 INFORMATION RELATING TO A CREDIT RAT20 ING. 

21 Section 15E(h)(3) of the Securities Exchange Act of 

22 1934 (15 U.S.C. 78o–7(h)(3)) is amended by adding at 

23 the end the following: 

24 ‘‘(C) EXCEPTION FOR PROVIDING CERTAIN

25 MATERIAL INFORMATION.—Rules issued under 


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1 this paragraph may not prohibit a person who 

2 participates in sales or marketing of a product 

3 or service of a nationally recognized statistical 

4 rating organization from providing material in5 formation, or information believed in good faith 

6 to be material, to the issuance or maintenance 

7 of a credit rating to a person who participates 

8 in determining or monitoring the credit rating, 

9 or developing or approving procedures or meth10 odologies used for determining the credit rating, 

11 so long as the information provided is not in12 tended to influence the determination of a cred13 it rating, or the procedures or methodologies 

14 used to determine credit ratings.’’. 

15 SEC. 857. REPEALS. 

16 (a) REPEALS.—The following provisions of title IX 

17 of the Dodd-Frank Wall Street Reform and Consumer 

18 Protection Act are repealed, and the provisions of law 

19 amended or repealed by such sections are restored or re20 vived as if such sections had not been enacted: 

21 (1) Section 912. 

22 (2) Section 914. 

23 (3) Section 917. 

24 (4) Section 918. 

25 (5) Section 919A. 


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1 (6) Section 919B. 

2 (7) Section 919C. 

3 (8) Section 921. 

4 (9) Section 929T. 

5 (10) Section 929X. 

6 (11) Section 929Y. 

7 (12) Section 929Z. 

8 (13) Section 931. 

9 (14) Section 933. 

10 (15) Section 937. 

11 (16) Section 939B. 

12 (17) Section 939C. 

13 (18) Section 939D. 

14 (19) Section 939E. 

15 (20) Section 939F. 

16 (21) Section 939G. 

17 (22) Section 939H. 

18 (23) Section 946. 

19 (24) Subsection (b) of section 953. 

20 (25) Section 955. 

21 (26) Section 956. 

22 (27) Section 964. 

23 (28) Section 965. 

24 (29) Section 968. 

25 (30) Section 971. 


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1 (31) Section 972. 

2 (32) Section 976. 

3 (33) Section 977. 

4 (34) Section 978. 

5 (35) Section 984. 

6 (36) Section 989. 

7 (37) Section 989A. 

8 (38) Section 989F. 

9 (39) Subsection (b) of section 989G. 

10 (40) Section 989I. 

11 (b) CONFORMING AMENDMENTS.—The Dodd-Frank 

12 Wall Street Reform and Consumer Protection Act (12 

13 U.S.C. 5301) is amended— 

14 (1) in the table of contents in section 1(b), by 

15 striking the items relating to the sections described 

16 under paragraphs (1) through (23), (25) through 

17 (38), and (40) of subsection (a); 

18 (2) in section 953, by striking ‘‘(a) DISCLO19 SURE OF PAY VERSUS PERFORMANCE.—’’; and 

20 (3) in section 989G, by striking ‘‘(a) EXEMP21 TION.—’’. 


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1 SEC. 858. EXEMPTION OF AND REPORTING BY PRIVATE EQ2 UITY FUND ADVISERS. 

3 Section 203 of the Investment Advisers Act of 1940 

4 (15 U.S.C. 80b–3) is amended by adding at the end the 

5 following: 

6 ‘‘(o) EXEMPTION OF AND REPORTING BY PRIVATE

7 EQUITY FUND ADVISERS.— 

8 ‘‘(1) IN GENERAL.—Except as provided in this 

9 subsection, no investment adviser shall be subject to 

10 the registration or reporting requirements of this 

11 title with respect to the provision of investment ad12 vice relating to a private equity fund. 

13 ‘‘(2) MAINTENANCE OF RECORDS AND ACCESS

14 BY COMMISSION.—Not later than 6 months after the 

15 date of enactment of this subsection, the Commis16 sion shall issue final rules— 

17 ‘‘(A) to require investment advisers de18 scribed in paragraph (1) to maintain such 

19 records and provide to the Commission such an20 nual or other reports as the Commission, taking 

21 into account fund size, governance, investment 

22 strategy, risk, and other factors, determines 

23 necessary and appropriate in the public interest 

24 and for the protection of investors; and 

25 ‘‘(B) to define the term ‘private equity 

26 fund’ for purposes of this subsection.’’. 


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1 SEC. 859. RECORDS AND REPORTS OF PRIVATE FUNDS. 

2 The Investment Advisers Act of 1940 (15 U.S.C. 

3 80b–1 et seq.) is amended— 

4 (1) in section 204(b)— 

5 (A) in paragraph (1)— 

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

7 ‘‘investors,’’ and all that follows and in8 serting ‘‘investors.’’; 

9 (ii) by striking subparagraph (B); and 

10 (iii) by striking ‘‘this title—’’ and all 

11 that follows through ‘‘to maintain’’ and in12 serting ‘‘this title to maintain’’; 

13 (B) in paragraph (3)(H)— 

14 (i) by striking ‘‘, in consultation with 

15 the Council,’’; and 

16 (ii) by striking ‘‘or for the assessment 

17 of systemic risk’’; 

18 (C) in paragraph (4), by striking ‘‘, or for 

19 the assessment of systemic risk’’; 

20 (D) in paragraph (5), by striking ‘‘or for 

21 the assessment of systemic risk’’; 

22 (E) in paragraph (6)(A)(ii), by striking ‘‘, 

23 or for the assessment of systemic risk’’; 

24 (F) by striking paragraph (7) and redesig25 nating paragraphs (8) through (11) as para26 graphs (7) through (10), respectively; and 


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1 (G) in paragraph (8) (as so redesignated), 

2 by striking ‘‘paragraph (8)’’ and inserting 

3 ‘‘paragraph (7)’’; and 

4 (2) in section 211(e)— 

5 (A) by striking ‘‘after consultation with the 

6 Council but’’; and 

7 (B) by striking ‘‘subsection 204(b)’’ and 

8 inserting ‘‘section 204(b)’’. 

9 SEC. 860. DEFINITION OF ACCREDITED INVESTOR. 

10 (a) IN GENERAL.—Section 2(a)(15) of the Securities 

11 Act of 1933 (15 U.S.C. 77b(a)(15)) is amended— 

12 (1) by redesignating clauses (i) and (ii) as sub13 paragraphs (A) and (F), respectively; and 

14 (2) in subparagraph (A) (as so redesignated), 

15 by striking ‘‘; or’’ at the end and inserting a semi16 colon, and inserting after such subparagraph the fol17 lowing: 

18 ‘‘(B) any natural person whose individual 

19 net worth, or joint net worth with that person’s 

20 spouse, exceeds $1,000,000 (which amount, 

21 along with the amounts set forth in subpara22 graph (C), shall be adjusted for inflation by the 

23 Commission every 5 years to the nearest 

24 $10,000 to reflect the change in the Consumer 

25 Price Index for All Urban Consumers published 


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1 by the Bureau of Labor Statistics) where, for 

2 purposes of calculating net worth under this 

3 subparagraph— 

4 ‘‘(i) the person’s primary residence 

5 shall not be included as an asset; 

6 ‘‘(ii) indebtedness that is secured by 

7 the person’s primary residence, up to the 

8 estimated fair market value of the primary 

9 residence at the time of the sale of securi10 ties, shall not be included as a liability (ex11 cept that if the amount of such indebted12 ness outstanding at the time of sale of se13 curities exceeds the amount outstanding 60 

14 days before such time, other than as a re15 sult of the acquisition of the primary resi16 dence, the amount of such excess shall be 

17 included as a liability); and 

18 ‘‘(iii) indebtedness that is secured by 

19 the person’s primary residence in excess of 

20 the estimated fair market value of the pri21 mary residence at the time of the sale of 

22 securities shall be included as a liability; 

23 ‘‘(C) any natural person who had an indi24 vidual income in excess of $200,000 in each of 

25 the 2 most recent years or joint income with 


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1 that person’s spouse in excess of $300,000 in 

2 each of those years and has a reasonable expec3 tation of reaching the same income level in the 

4 current year; 

5 ‘‘(D) any natural person who, by reason of 

6 their net worth or income, is an accredited in7 vestor under section 230.215 of title 17, Code 

8 of Federal Regulations (as in effect on the day 

9 before the date of enactment of this subpara10 graph); 

11 ‘‘(E) any natural person who is currently 

12 licensed or registered as a broker or investment 

13 adviser by the Commission, the Financial In14 dustry Regulatory Authority, or an equivalent 

15 self-regulatory organization (as defined in sec16 tion 3(a)(26) of the Securities Exchange Act of 

17 1934), or the securities division of a State or 

18 the equivalent State division responsible for li19 censing or registration of individuals in connec20 tion with securities activities; 

21 ‘‘(F) any natural person the Commission 

22 determines, by regulation, to have demonstrable 

23 education or job experience to qualify such per24 son as having professional knowledge of a sub25 ject related to a particular investment, and 


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1 whose education or job experience is verified by 

2 the Financial Industry Regulatory Authority or 

3 an equivalent self-regulatory organization (as 

4 defined in section 3(a)(26) of the Securities Ex5 change Act of 1934); or’’. 

6 (b) REPEAL.— 

7 (1) IN GENERAL.—Section 413 of the Dodd8 Frank Wall Street Reform and Consumer Protection 

9 Act (Public Law 111–203) is hereby repealed. 

10 (2) CLERICAL AMENDMENT.—The table of con11 tents in section 1(b) of the Dodd-Frank Wall Street 

12 Reform and Consumer Protection Act is amended by 

13 striking the items relating to section 413. 

14 SEC. 861. REPEAL OF CERTAIN PROVISIONS REQUIRING A 

15 STUDY AND REPORT TO CONGRESS. 

16 (a) REPEAL.—The following provisions of the Dodd17 Frank Wall Street Reform and Consumer Protection Act 

18 are repealed: 

19 (1) Section 412. 

20 (2) Section 415. 

21 (3) Section 416. 

22 (4) Section 417. 

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

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


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1 Consumer Protection Act is amended by striking the items 

2 relating to sections 412, 415, 416, and 417. 

3 SEC. 862. REPEAL. 

4 (a) REPEAL.—The following sections of title XV of 

5 the Dodd-Frank Wall Street Reform and Consumer Pro6 tection Act are repealed, and the provisions of law amend7 ed or repealed by such sections are restored or revived as 

8 if such sections had not been enacted: 

9 (1) Section 1502. 

10 (2) Section 1503. 

11 (3) Section 1504. 

12 (4) Section 1505. 

13 (5) Section 1506. 

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

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

16 Consumer Protection Act is amended by striking the items 

17 relating to sections 1502, 1503, 1504, 1505, and 1506. 

18 Subtitle C—Harmonization of 

19 Derivatives Rules 

20 SEC. 871. COMMISSIONS REVIEW AND HARMONIZATION OF 

21 RULES RELATING TO THE REGULATION OF 

22 OVER-THE-COUNTER SWAPS MARKETS. 

23 The Securities and Exchange Commission and the 

24 Commodity Futures Trading Commission shall review 

25 each rule, order, and interpretive guidance issued by either 


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1 such Commission pursuant to title VII of the Dodd-Frank 

2 Wall Street Reform and Consumer Protection Act (15 

3 U.S.C. 8301 et seq.) and, where the Commissions find in4 consistencies in any such rules, orders, or interpretive 

5 guidance, shall jointly issue new rules, orders, or interpre6 tive guidance to resolve such inconsistencies. 

7 SEC. 872. TREATMENT OF TRANSACTIONS BETWEEN AF8 FILIATES. 

9 (a) COMMODITY EXCHANGE ACT.—Section 1a(47) of 

10 the Commodity Exchange Act (7 U.S.C. 1a(47)) is amend11 ed by adding at the end the following: 

12 ‘‘(G) TREATMENT OF SWAP TRANSACTIONS

13 BETWEEN AFFILIATES.— 

14 ‘‘(i) EXEMPTION FROM SWAP

15 RULES.—Except as provided under clause 

16 (ii), the Commission may not regulate a 

17 swap under this Act if all of the following 

18 apply to such swap: 

19 ‘‘(I) AFFILIATION.—One 

20 counterparty, directly or indirectly, 

21 holds a majority ownership interest in 

22 the other counterparty, or a third 

23 party, directly or indirectly, holds a 

24 majority ownership interest in both 

25 counterparties. 


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1 ‘‘(II) FINANCIAL STATEMENTS.— 

2 The affiliated counterparty that holds 

3 the majority interest in the other 

4 counterparty or the third party that, 

5 directly or indirectly, holds the major6 ity interests in both affiliated counter7 parties, reports its financial state8 ments on a consolidated basis under 

9 generally accepted accounting prin10 ciples or International Financial Re11 porting Standards, or other similar 

12 standards, and the financial state13 ments include the financial results of 

14 the majority-owned affiliated 

15 counterparty or counterparties. 

16 ‘‘(ii) REQUIREMENTS FOR EXEMPTED

17 SWAPS.—With respect to a swap described 

18 under clause (i): 

19 ‘‘(I) REPORTING REQUIRE20 MENT.—If at least one counterparty is 

21 a swap dealer or major swap partici22 pant, that counterparty shall report 

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1 sion may by rule or regulation pre2 scribe— 

3 ‘‘(aa) to a swap data reposi4 tory; or 

5 ‘‘(bb) if there is no swap 

6 data repository that would accept 

7 the agreement, contract or trans8 action, to the Commission. 

9 ‘‘(II) RISK MANAGEMENT RE10 QUIREMENT.—If at least one 

11 counterparty is a swap dealer or 

12 major swap participant, the swap 

13 shall be subject to a centralized risk 

14 management program pursuant to 

15 section 4s(j) that is reasonably de16 signed to monitor and to manage the 

17 risks associated with the swap. 

18 ‘‘(III) ANTI-EVASION REQUIRE19 MENT.—The swap shall not be struc20 tured to evade the Dodd-Frank Wall 

21 Street Reform and Consumer Protec22 tion Act in violation of any rule pro23 mulgated by the Commission pursuant 

24 to section 721(c) of such Act.’’. 


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1 (b) SECURITIES EXCHANGE ACT OF 1934.—Section 

2 3(a)(68) of the Securities Exchange Act of 1934 (15 

3 U.S.C. 78c(a)(68)) is amended by inserting before sub4 section (b) the following: 

5 ‘‘(F) TREATMENT OF SECURITY-BASED

6 SWAP TRANSACTIONS BETWEEN AFFILIATES.— 

7 ‘‘(i) EXEMPTION FROM SECURITY8 BASED SWAP RULES.—Except as provided 

9 under clause (ii), the Commission may not 

10 regulate a security-based swap under this 

11 Act if all of the following apply to such se12 curity-based swap: 

13 ‘‘(I) AFFILIATION.—One 

14 counterparty, directly or indirectly, 

15 holds a majority ownership interest in 

16 the other counterparty, or a third 

17 party, directly or indirectly, holds a 

18 majority ownership interest in both 

19 counterparties. 

20 ‘‘(II) FINANCIAL STATEMENTS.— 

21 The affiliated counterparty that holds 

22 the majority interest in the other 

23 counterparty or the third party that, 

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1 parties, reports its financial state2 ments on a consolidated basis under 

3 generally accepted accounting prin4 ciples or International Financial Re5 porting Standards, or other similar 

6 standards, and the financial state7 ments include the financial results of 

8 the majority-owned affiliated 

9 counterparty or counterparties. 

10 ‘‘(ii) REQUIREMENTS FOR EXEMPTED

11 SECURITY-BASED SWAPS.—With respect to 

12 a security-based swap described under 

13 clause (i): 

14 ‘‘(I) REPORTING REQUIRE15 MENT.—If at least one counterparty is 

16 a security-based swap dealer or major 

17 security-based swap participant, that 

18 counterparty shall report the security19 based swap pursuant to section 13A, 

20 within such time period as the Com21 mission may by rule or regulation pre22 scribe— 

23 ‘‘(aa) to a security-based 

24 swap data repository; or 


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1 ‘‘(bb) if there is no security2 based swap data repository that 

3 would accept the agreement, con4 tract or transaction, to the Com5 mission. 

6 ‘‘(II) RISK MANAGEMENT RE7 QUIREMENT.—If at least one 

8 counterparty is a security-based swap 

9 dealer or major security-based swap 

10 participant, the security-based swap 

11 shall be subject to a centralized risk 

12 management program pursuant to 

13 section 15F(j) that is reasonably de14 signed to monitor and to manage the 

15 risks associated with the security16 based swap. 

17 ‘‘(III) ANTI-EVASION REQUIRE18 MENT.—The security-based swap shall 

19 not be structured to evade the Dodd20 Frank Wall Street Reform and Con21 sumer Protection Act in violation of 

22 any rule promulgated by the Commis23 sion pursuant to section 761(b)(3) of 

24 such Act.’’. 


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1 TITLE IX—REPEAL OF THE 

2 VOLCKER RULE AND OTHER 

3 PROVISIONS 

4 SEC. 901. REPEALS. 

5 (a) IN GENERAL.—The following sections of title VI 

6 of the Dodd-Frank Wall Street Reform and Consumer 

7 Protection Act are repealed, and the provisions of law 

8 amended or repealed by such sections are restored or re9 vived as if such sections had not been enacted: 

10 (1) Section 603. 

11 (2) Section 618. 

12 (3) Section 619. 

13 (4) Section 620. 

14 (5) Section 621. 

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

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

17 and Consumer Protection Act is amended by striking the 

18 items relating to sections 603, 618, 619, 620, and 621. 

19 TITLE X—FED OVERSIGHT 

20 REFORM AND MODERNIZATION 

21 SEC. 1001. REQUIREMENTS FOR POLICY RULES OF THE 

22 FEDERAL OPEN MARKET COMMITTEE. 

23 The Federal Reserve Act (12 U.S.C. 221 et seq.) is 

24 amended by inserting after section 2B the following new 

25 section: 


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1 ‘‘SEC. 2C. DIRECTIVE POLICY RULES OF THE FEDERAL 

2 OPEN MARKET COMMITTEE. 

3 ‘‘(a) DEFINITIONS.—In this section the following 

4 definitions shall apply: 

5 ‘‘(1) APPROPRIATE CONGRESSIONAL COMMIT6 TEES.—The term ‘appropriate congressional com7 mittees’ means the Committee on Financial Services 

8 of the House of Representatives and the Committee 

9 on Banking, Housing, and Urban Affairs of the Sen10 ate. 

11 ‘‘(2) DIRECTIVE POLICY RULE.—The term ‘Di12 rective Policy Rule’ means a policy rule developed by 

13 the Federal Open Market Committee that meets the 

14 requirements of subsection (c) and that provides the 

15 basis for the Open Market Operations Directive. 

16 ‘‘(3) GDP.—The term ‘GDP’ means the gross 

17 domestic product of the United States as computed 

18 and published by the Department of Commerce. 

19 ‘‘(4) INTERMEDIATE POLICY INPUT.—The term 

20 ‘Intermediate Policy Input’— 

21 ‘‘(A) may include any variable determined 

22 by the Federal Open Market Committee as a 

23 necessary input to guide open-market oper24 ations; 


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1 ‘‘(B) shall include an estimate of, and the 

2 method of calculation for, the current rate of 

3 inflation or current inflation expectations; and 

4 ‘‘(C) shall include, specifying whether the 

5 variable or estimate is historical, current, or a 

6 forecast and the method of calculation, at least 

7 one of— 

8 ‘‘(i) an estimate of real GDP, nominal 

9 GDP, or potential GDP; 

10 ‘‘(ii) an estimate of the monetary ag11 gregate compiled by the Board of Gov12 ernors of the Federal Reserve System and 

13 Federal reserve banks; or 

14 ‘‘(iii) an interactive variable or a net 

15 estimate composed of the estimates de16 scribed in clauses (i) and (ii). 

17 ‘‘(5) LEGISLATIVE DAY.—The term ‘legislative 

18 day’ means a day on which either House of Congress 

19 is in session. 

20 ‘‘(6) OPEN MARKET OPERATIONS DIRECTIVE.— 

21 The term ‘Open Market Operations Directive’ means 

22 an order to achieve a specified Policy Instrument 

23 Target provided to the Federal Reserve Bank of 

24 New York by the Federal Open Market Committee 


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1 pursuant to powers authorized under section 14 of 

2 this Act that guide open-market operations. 

3 ‘‘(7) POLICY INSTRUMENT.—The term ‘Policy 

4 Instrument’ means— 

5 ‘‘(A) the nominal Federal funds rate; 

6 ‘‘(B) the nominal rate of interest paid on 

7 nonborrowed reserves; or 

8 ‘‘(C) the discount window primary credit 

9 interest rate most recently published on the 

10 Federal Reserve Statistical Release on selected 

11 interest rates (daily or weekly), commonly re12 ferred to as the H.15 release. 

13 ‘‘(8) POLICY INSTRUMENT TARGET.—The term 

14 ‘Policy Instrument Target’ means the target for the 

15 Policy Instrument specified in the Open Market Op16 erations Directive. 

17 ‘‘(9) REFERENCE POLICY RULE.—The term 

18 ‘Reference Policy Rule’ means a calculation of the 

19 nominal Federal funds rate as equal to the sum of 

20 the following: 

21 ‘‘(A) The rate of inflation over the pre22 vious four quarters. 

23 ‘‘(B) One-half of the percentage deviation 

24 of the real GDP from an estimate of potential 

25 GDP. 


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1 ‘‘(C) One-half of the difference between the 

2 rate of inflation over the previous four quarters 

3 and two percent. 

4 ‘‘(D) Two percent. 

5 ‘‘(b) SUBMITTING A DIRECTIVE POLICY RULE.—Not 

6 later than 48 hours after the end of a meeting of the Fed7 eral Open Market Committee, the Chairman of the Fed8 eral Open Market Committee shall submit to the appro9 priate congressional committees and the Comptroller Gen10 eral of the United States a Directive Policy Rule and a 

11 statement that identifies the members of the Federal Open 

12 Market Committee who voted in favor of the Directive Pol13 icy Rule. 

14 ‘‘(c) REQUIREMENTS FOR A DIRECTIVE POLICY

15 RULE.—A Directive Policy Rule shall— 

16 ‘‘(1) identify the Policy Instrument the Direc17 tive Policy Rule is designed to target; 

18 ‘‘(2) describe the strategy or rule of the Federal 

19 Open Market Committee for the systematic quan20 titative adjustment of the Policy Instrument Target 

21 to respond to a change in the Intermediate Policy 

22 Inputs; 

23 ‘‘(3) include a function that comprehensively 

24 models the interactive relationship between the In25 termediate Policy Inputs; 


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1 ‘‘(4) include the coefficients of the Directive 

2 Policy Rule that generate the current Policy Instru3 ment Target and a range of predicted future values 

4 for the Policy Instrument Target if changes occur in 

5 any Intermediate Policy Input; 

6 ‘‘(5) describe the procedure for adjusting the 

7 supply of bank reserves to achieve the Policy Instru8 ment Target; 

9 ‘‘(6) include a statement as to whether the Di10 rective Policy Rule substantially conforms to the 

11 Reference Policy Rule and, if applicable— 

12 ‘‘(A) an explanation of the extent to which 

13 it departs from the Reference Policy Rule; 

14 ‘‘(B) a detailed justification for that depar15 ture; and 

16 ‘‘(C) a description of the circumstances 

17 under which the Directive Policy Rule may be 

18 amended in the future; 

19 ‘‘(7) include a certification that the Directive 

20 Policy Rule is expected to support the economy in 

21 achieving stable prices and maximum natural em22 ployment over the long term; 

23 ‘‘(8) include a calculation that describes with 

24 mathematical precision the expected annual inflation 

25 rate over a 5-year period; and 


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1 ‘‘(9) include a plan to use the most accurate 

2 data, subject to all historical revisions, for inputs 

3 into the Directive Policy Rule and the Reference 

4 Policy Rule. 

5 ‘‘(d) GAO REPORT.—The Comptroller General of the 

6 United States shall compare the Directive Policy Rule sub7 mitted under subsection (b) with the rule that was most 

8 recently submitted to determine whether the Directive Pol9 icy Rule has materially changed. If the Directive Policy 

10 Rule has materially changed, the Comptroller General 

11 shall, not later than 7 days after each meeting of the Fed12 eral Open Market Committee, prepare and submit a com13 pliance report to the appropriate congressional committees 

14 specifying whether the Directive Policy Rule submitted 

15 after that meeting and the Federal Open Market Com16 mittee are in compliance with this section. 

17 ‘‘(e) CHANGING MARKET CONDITIONS.— 

18 ‘‘(1) RULE OF CONSTRUCTION.—Nothing in 

19 this Act shall be construed to require that the plans 

20 with respect to the systematic quantitative adjust21 ment of the Policy Instrument Target described 

22 under subsection (c)(2) be implemented if the Fed23 eral Open Market Committee determines that such 

24 plans cannot or should not be achieved due to 

25 changing market conditions. 


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1 ‘‘(2) GAO APPROVAL OF UPDATE.—Upon deter2 mining that plans described in paragraph (1) cannot 

3 or should not be achieved, the Federal Open Market 

4 Committee shall submit an explanation for that de5 termination and an updated version of the Directive 

6 Policy Rule to the Comptroller General of the 

7 United States and the appropriate congressional 

8 committees not later than 48 hours after making the 

9 determination. The Comptroller General shall, not 

10 later than 48 hours after receiving such updated 

11 version, prepare and submit to the appropriate con12 gressional committees a compliance report deter13 mining whether such updated version and the Fed14 eral Open Market Committee are in compliance with 

15 this section. 

16 ‘‘(f) DIRECTIVE POLICY RULE AND FEDERAL OPEN

17 MARKET COMMITTEE NOT IN COMPLIANCE.— 

18 ‘‘(1) IN GENERAL.—If the Comptroller General 

19 of the United States determines that the Directive 

20 Policy Rule and the Federal Open Market Com21 mittee are not in compliance with this section in the 

22 report submitted pursuant to subsection (d), or that 

23 the updated version of the Directive Policy Rule and 

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1 suant to subsection (e)(2), the Chairman of the 

2 Board of Governors of the Federal Reserve System 

3 shall, if requested by the chairman of either of the 

4 appropriate congressional committees, not later than 

5 7 legislative days after such request, testify before 

6 such committee as to why the Directive Policy Rule, 

7 the updated version, or the Federal Open Market 

8 Committee is not in compliance. 

9 ‘‘(2) GAO AUDIT.—Notwithstanding subsection 

10 (b) of section 714 of title 31, United States Code, 

11 upon submitting a report of noncompliance pursuant 

12 to subsection (d) or subsection (e)(2) and after the 

13 period of 7 legislative days described in paragraph 

14 (1), the Comptroller General shall audit the conduct 

15 of monetary policy by the Board of Governors of the 

16 Federal Reserve System and the Federal Open Mar17 ket Committee upon request of the appropriate con18 gressional committee. Such committee may specify 

19 the parameters of such audit. 

20 ‘‘(g) CONGRESSIONAL HEARINGS.—The Chairman of 

21 the Board of Governors of the Federal Reserve System 

22 shall, if requested by the chairman of either of the appro23 priate congressional committees and not later than 7 legis24 lative days after such request, appear before such comVerDate Sep 11 2014 02:32 Apr 27, 2017 Jkt 069200 PO 00000 Frm 00497 Fmt 6652 Sfmt 6201 E:\BILLS\H10.IH H10

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1 mittee to explain any change to the Directive Policy 

2 Rule.’’. 

3 SEC. 1002. FEDERAL OPEN MARKET COMMITTEE BLACK4 OUT PERIOD. 

5 Section 12A of the Federal Reserve Act (12 U.S.C. 

6 263) is amended by adding at the end the following new 

7 subsection: 

8 ‘‘(d) BLACKOUT PERIOD.— 

9 ‘‘(1) IN GENERAL.—During a blackout period, 

10 the only public communications that may be made 

11 by members and staff of the Committee with respect 

12 to macroeconomic or financial developments or about 

13 current or prospective monetary policy issues are the 

14 following: 

15 ‘‘(A) The dissemination of published data, 

16 surveys, and reports that have been cleared for 

17 publication by the Board of Governors of the 

18 Federal Reserve System. 

19 ‘‘(B) Answers to technical questions spe20 cific to a data release. 

21 ‘‘(C) Communications with respect to the 

22 prudential or supervisory functions of the 

23 Board of Governors. 

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1 ing of the Committee described under subsection (a), 

2 the term ‘blackout period’ means the time period 

3 that— 

4 ‘‘(A) begins immediately after midnight on 

5 the day that is one week prior to the date on 

6 which such meeting takes place; and 

7 ‘‘(B) ends at midnight on the day after the 

8 date on which such meeting takes place. 

9 ‘‘(3) EXEMPTION FOR CHAIRMAN OF THE

10 BOARD OF GOVERNORS.—Nothing in this section 

11 shall prohibit the Chairman of the Board of Gov12 ernors of the Federal Reserve System from partici13 pating in or issuing public communications.’’. 

14 SEC. 1003. PUBLIC TRANSCRIPTS OF FOMC MEETINGS. 

15 Section 12A of the Federal Reserve Act (12 U.S.C. 

16 263), as amended by section 1002, is further amended by 

17 adding at the end the following: 

18 ‘‘(e) PUBLIC TRANSCRIPTS OF MEETINGS.—The 

19 Committee shall— 

20 ‘‘(1) record all meetings of the Committee; and 

21 ‘‘(2) make the full transcript of such meetings 

22 available to the public.’’. 


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1 SEC. 1004. MEMBERSHIP OF FEDERAL OPEN MARKET COM2 MITTEE. 

3 Section 12A(a) of the Federal Reserve Act (12 

4 U.S.C. 263(a)) is amended— 

5 (1) in the first sentence, by striking ‘‘five’’ and 

6 inserting ‘‘six’’; 

7 (2) in the second sentence, by striking ‘‘One by 

8 the board of directors’’ and all that follows through 

9 the period at the end and inserting the following: 

10 ‘‘One by the boards of directors of the Federal Re11 serve Banks of New York and Boston; one by the 

12 boards of directors of the Federal Reserve Banks of 

13 Philadelphia and Cleveland; one by the boards of di14 rectors of the Federal Reserve Banks of Richmond 

15 and Atlanta; one by the boards of directors of the 

16 Federal Reserve Banks of Chicago and St. Louis; 

17 one by the boards of directors of the Federal Re18 serve Banks of Minneapolis and Kansas City; and 

19 one by the boards of directors of the Federal Re20 serve Banks of Dallas and San Francisco.’’; and 

21 (3) by inserting after the second sentence the 

22 following: ‘‘In odd numbered calendar years, one 

23 representative shall be elected from each of the Fed24 eral Reserve Banks of Boston, Philadelphia, Rich25 mond, Chicago, Minneapolis, and Dallas. In even26 numbered calendar years, one representative shall be 


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1 elected from each of the Federal Reserve Banks of 

2 New York, Cleveland, Atlanta, St. Louis, Kansas 

3 City, and San Francisco.’’. 

4 SEC. 1005. FREQUENCY OF TESTIMONY OF THE CHAIRMAN 

5 OF THE BOARD OF GOVERNORS OF THE FED6 ERAL RESERVE SYSTEM TO CONGRESS. 

7 (a) IN GENERAL.—Section 2B of the Federal Reserve 

8 Act (12 U.S.C. 225b) is amended— 

9 (1) by striking ‘‘semi-annual’’ each place it ap10 pears and inserting ‘‘quarterly’’; and 

11 (2) in subsection (a)(2)— 

12 (A) by inserting ‘‘and October 20’’ after 

13 ‘‘July 20’’ each place it appears; and 

14 (B) by inserting ‘‘and May 20’’ after 

15 ‘‘February 20’’ each place it appears. 

16 (b) CONFORMING AMENDMENT.—Paragraph (12) of 

17 section 10 of the Federal Reserve Act (12 U.S.C. 

18 247b(12)) is amended by striking ‘‘semi-annual’’ and in19 serting ‘‘quarterly’’. 

20 SEC. 1006. VICE CHAIRMAN FOR SUPERVISION REPORT RE21 QUIREMENT. 

22 Paragraph (12) of section 10 of the Federal Reserve 

23 Act (12 U.S.C. 247(b)) is amended— 

24 (1) by redesignating such paragraph as para25 graph (11); and 


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1 (2) in such paragraph, by adding at the end the 

2 following: ‘‘In each such appearance, the Vice Chair3 man for Supervision shall provide written testimony 

4 that includes the status of all pending and antici5 pated rulemakings that are being made by the 

6 Board of Governors of the Federal Reserve System. 

7 If, at the time of any appearance described in this 

8 paragraph, the position of Vice Chairman for Super9 vision is vacant, the Vice Chairman for the Board of 

10 Governors of the Federal Reserve System (who has 

11 the responsibility to serve in the absence of the 

12 Chairman) shall appear instead and provide the re13 quired written testimony. If, at the time of any ap14 pearance described in this paragraph, both Vice 

15 Chairman positions are vacant, the Chairman of the 

16 Board of Governors of the Federal Reserve System 

17 shall appear instead and provide the required writ18 ten testimony.’’. 

19 SEC. 1007. SALARIES, FINANCIAL DISCLOSURES, AND OF20 FICE STAFF OF THE BOARD OF GOVERNORS 

21 OF THE FEDERAL RESERVE SYSTEM. 

22 (a) IN GENERAL.—Section 11 of the Federal Reserve 

23 Act (12 U.S.C. 248) is amended— 


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1 (1) by redesignating the second subsection (s) 

2 (relating to ‘‘Assessments, Fees, and Other Charges 

3 for Certain Companies’’) as subsection (t); and 

4 (2) by inserting before subsection (w), as added 

5 by section 371(a), the following new subsections: 

6 ‘‘(u) ETHICS STANDARDS FOR MEMBERS AND EM7 PLOYEES.— 

8 ‘‘(1) PROHIBITED AND RESTRICTED FINANCIAL

9 INTERESTS AND TRANSACTIONS.—The members and 

10 employees of the Board of Governors of the Federal 

11 Reserve System shall be subject to the provisions 

12 under section 4401.102 of title 5, Code of Federal 

13 Regulations, to the same extent as such provisions 

14 apply to an employee of the Securities and Exchange 

15 Commission. 

16 ‘‘(2) TREATMENT OF BROKERAGE ACCOUNTS

17 AND AVAILABILITY OF ACCOUNT STATEMENTS.—The 

18 members and employees of the Board of Governors 

19 of the Federal Reserve System shall— 

20 ‘‘(A) disclose all brokerage accounts that 

21 the member or employee maintains, as well as 

22 any accounts in which the member or employee 

23 controls trading or has a financial interest (in24 cluding managed accounts, trust accounts, in25 vestment club accounts, and accounts of 


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1 spouses or minor children who live with the 

2 member or employee); and 

3 ‘‘(B) with respect to any securities account 

4 that the member or employee is required to dis5 close to the Board of Governors, authorize the 

6 brokers and dealers of such account to send du7 plicate account statements directly to Board of 

8 Governors. 

9 ‘‘(3) PROHIBITIONS RELATED TO OUTSIDE EM10 PLOYMENT AND ACTIVITIES.—The members and em11 ployees of the Board of Governors of the Federal 

12 Reserve System shall be subject to the prohibitions 

13 related to outside employment and activities de14 scribed under section 4401.103(c) of title 5, Code of 

15 Federal Regulations, to the same extent as such pro16 hibitions apply to an employee of the Securities and 

17 Exchange Commission. 

18 ‘‘(4) ADDITIONAL ETHICS STANDARDS.—The 

19 members and employees of the Board of Governors 

20 of the Federal Reserve System shall be subject to— 

21 ‘‘(A) the employee responsibilities and con22 duct regulations of the Office of Personnel 

23 Management under part 735 of title 5, Code of 

24 Federal Regulations; 


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1 ‘‘(B) the canons of ethics contained in sub2 part C of part 200 of title 17, Code of Federal 

3 Regulations, to the same extent as such subpart 

4 applies to the employees of the Securities and 

5 Exchange Commission; and 

6 ‘‘(C) the regulations concerning the con7 duct of members and employees and former 

8 members and employees contained in subpart M 

9 of part 200 of title 17, Code of Federal Regula10 tions, to the same extent as such subpart ap11 plies to the employees of the Securities and Ex12 change Commission. 

13 ‘‘(v) DISCLOSURE OF STAFF SALARIES AND FINAN14 CIAL INFORMATION.—The Board of Governors of the Fed15 eral Reserve System shall make publicly available, on the 

16 website of the Board of Governors, a searchable database 

17 that contains the names of all members, officers, and em18 ployees of the Board of Governors who receive an annual 

19 salary in excess of the annual rate of basic pay for GS– 

20 15 of the General Schedule, and— 

21 ‘‘(1) the yearly salary information for such indi22 viduals, along with any nonsalary compensation re23 ceived by such individuals; and 

24 ‘‘(2) any financial disclosures required to be 

25 made by such individuals.’’. 


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1 (b) OFFICE STAFF FOR EACH MEMBER OF THE

2 BOARD OF GOVERNORS.—Subsection (l) of section 11 of 

3 the Federal Reserve Act (12 U.S.C. 248) is amended by 

4 adding at the end the following: ‘‘Each member of the 

5 Board of Governors of the Federal Reserve System may 

6 employ, at a minimum, 2 individuals, with such individuals 

7 selected by such member and the salaries of such individ8 uals set by such member. A member may employ addi9 tional individuals as determined necessary by the Board 

10 of Governors.’’. 

11 SEC. 1008. AMENDMENTS TO POWERS OF THE BOARD OF 

12 GOVERNORS OF THE FEDERAL RESERVE SYS13 TEM. 

14 (a) IN GENERAL.—Section 13(3) of the Federal Re15 serve Act (12 U.S.C. 343(3)), as amended by section 

16 111(b)(3), is further amended— 

17 (1) in subparagraph (A)— 

18 (A) by inserting ‘‘that pose a threat to the 

19 financial stability of the United States’’ after 

20 ‘‘unusual and exigent circumstances’’; and 

21 (B) by inserting ‘‘and by the affirmative 

22 vote of not less than nine presidents of the Fed23 eral reserve banks’’ after ‘‘five members’’; 

24 (2) in subparagraph (B)— 


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1 (A) in clause (i), by inserting at the end 

2 the following: ‘‘Federal reserve banks may not 

3 accept equity securities issued by the recipient 

4 of any loan or other financial assistance under 

5 this paragraph as collateral. Not later than 6 

6 months after the date of enactment of this sen7 tence, the Board shall, by rule, establish— 

8 ‘‘(I) a method for determining 

9 the sufficiency of the collateral re10 quired under this paragraph; 

11 ‘‘(II) acceptable classes of collat12 eral; 

13 ‘‘(III) the amount of any dis14 count on the value of the collateral 

15 that the Federal reserve banks will 

16 apply for purposes of calculating the 

17 sufficiency of collateral under this 

18 paragraph; and 

19 ‘‘(IV) a method for obtaining 

20 independent appraisals of the value of 

21 collateral the Federal reserve banks 

22 receive.’’; and 

23 (B) in clause (ii)— 

24 (i) by striking the second sentence; 

25 and 


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1 (ii) by inserting after the first sen2 tence the following: ‘‘A borrower shall not 

3 be eligible to borrow from any emergency 

4 lending program or facility unless the 

5 Board and all Federal banking regulators 

6 with jurisdiction over the borrower certify 

7 that, at the time the borrower initially bor8 rows under the program or facility, the 

9 borrower is not insolvent.’’; 

10 (3) by inserting ‘‘financial institution’’ before 

11 ‘‘participant’’ each place such term appears; 

12 (4) in subparagraph (D)(i), by inserting ‘‘finan13 cial institution’’ before ‘‘participants’’; and 

14 (5) by adding at the end the following new sub15 paragraphs: 

16 ‘‘(E) PENALTY RATE.— 

17 ‘‘(i) IN GENERAL.—Not later than 6 

18 months after the date of enactment of this 

19 subparagraph, the Board shall, with re20 spect to a recipient of any loan or other fi21 nancial assistance under this paragraph, 

22 establish by rule a minimum interest rate 

23 on the principal amount of any loan or 

24 other financial assistance. 


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1 ‘‘(ii) MINIMUM INTEREST RATE DE2 FINED.—In this subparagraph, the term 

3 ‘minimum interest rate’ shall mean the 

4 sum of— 

5 ‘‘(I) the average of the secondary 

6 discount rate of all Federal Reserve 

7 banks over the most recent 90-day pe8 riod; and 

9 ‘‘(II) the average of the dif10 ference between a distressed corporate 

11 bond yield index (as defined by rule of 

12 the Board) and a bond yield index of 

13 debt issued by the United States (as 

14 defined by rule of the Board) over the 

15 most recent 90-day period. 

16 ‘‘(F) FINANCIAL INSTITUTION PARTICI17 PANT DEFINED.—For purposes of this para18 graph, the term ‘financial institution partici19 pant’— 

20 ‘‘(i) means a company that is pre21 dominantly engaged in financial activities 

22 (as defined in section 102(a) of the Dodd23 Frank Wall Street Reform and Consumer 

24 Protection Act (12 U.S.C. 5311(a))); and 


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1 ‘‘(ii) does not include an agency de2 scribed in subparagraph (W) of section 

3 5312(a)(2) of title 31, United States Code, 

4 or an entity controlled or sponsored by 

5 such an agency.’’. 

6 (b) CONFORMING AMENDMENT.—Section 

7 11(r)(2)(A) of the Federal Reserve Act (12 U.S.C. 

8 248(r)(2)(A)) is amended— 

9 (1) in clause (ii)(IV), by striking ‘‘; and’’ and 

10 inserting a semicolon; 

11 (2) in clause (iii), by striking the period at the 

12 end and inserting ‘‘; and’’; and 

13 (3) by adding at the end the following new 

14 clause: 

15 ‘‘(iv) the available members secure the affirma16 tive vote of not less than nine presidents of the Fed17 eral reserve banks.’’. 

18 SEC. 1009. INTEREST RATES ON BALANCES MAINTAINED AT 

19 A FEDERAL RESERVE BANK BY DEPOSITORY 

20 INSTITUTIONS ESTABLISHED BY FEDERAL 

21 OPEN MARKET COMMITTEE. 

22 Subparagraph (A) of section 19(b)(12) of the Federal 

23 Reserve Act (12 U.S.C. 461(b)(12)(A)) is amended by in24 serting ‘‘established by the Federal Open Market Com25 mittee’’ after ‘‘rate or rates’’. 


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1 SEC. 1010. AUDIT REFORM AND TRANSPARENCY FOR THE 

2 BOARD OF GOVERNORS OF THE FEDERAL RE3 SERVE SYSTEM. 

4 (a) IN GENERAL.—Notwithstanding section 714 of 

5 title 31, United States Code, or any other provision of law, 

6 the Comptroller General of the United States shall annu7 ally complete an audit of the Board of Governors of the 

8 Federal Reserve System and the Federal reserve banks 

9 under subsection (b) of such section 714 within 12 months 

10 after the date of the enactment of this Act. 

11 (b) REPORT.— 

12 (1) IN GENERAL.—Not later than 90 days after 

13 each audit required pursuant to subsection (a) is 

14 completed, the Comptroller General— 

15 (A) shall submit to Congress a report on 

16 such audit; and 

17 (B) shall make such report available to the 

18 Speaker of the House, the majority and minor19 ity leaders of the House of Representatives, the 

20 majority and minority leaders of the Senate, the 

21 Chairman and Ranking Member of the com22 mittee and each subcommittee of jurisdiction in 

23 the House of Representatives and the Senate, 

24 and any other Member of Congress who re25 quests the report. 


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1 (2) CONTENTS.—The report under paragraph 

2 (1) shall include a detailed description of the find3 ings and conclusion of the Comptroller General with 

4 respect to the audit that is the subject of the report, 

5 together with such recommendations for legislative 

6 or administrative action as the Comptroller General 

7 may determine to be appropriate. 

8 (c) REPEAL OF CERTAIN LIMITATIONS.—Subsection 

9 (b) of section 714 of title 31, United States Code, is 

10 amended by striking the second sentence. 

11 (d) TECHNICAL AND CONFORMING AMENDMENTS.— 

12 (1) IN GENERAL.—Section 714 of title 31, 

13 United States Code, is amended— 

14 (A) in subsection (d)(3), by striking ‘‘or 

15 (f)’’ each place such term appears; 

16 (B) in subsection (e), by striking ‘‘the 

17 third undesignated paragraph of section 13’’ 

18 and inserting ‘‘section 13(3)’’; and 

19 (C) by striking subsection (f). 

20 (2) FEDERAL RESERVE ACT.—Subsection (s) 

21 (relating to ‘‘Federal Reserve Transparency and Re22 lease of Information’’) of section 11 of the Federal 

23 Reserve Act (12 U.S.C. 248) is amended— 

24 (A) in paragraph (4)(A), by striking ‘‘has 

25 the same meaning as in section 714(f)(1)(A) of 


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1 title 31, United States Code’’ and inserting 

2 ‘‘means a program or facility, including any 

3 special purpose vehicle or other entity estab4 lished by or on behalf of the Board of Gov5 ernors of the Federal Reserve System or a Fed6 eral reserve bank, authorized by the Board of 

7 Governors under section 13(3), that is not sub8 ject to audit under section 714(e) of title 31, 

9 United States Code’’; 

10 (B) in paragraph (6), by striking ‘‘or in 

11 section 714(f)(3)(C) of title 31, United States 

12 Code, the information described in paragraph 

13 (1) and information concerning the transactions 

14 described in section 714(f) of such title,’’ and 

15 inserting ‘‘the information described in para16 graph (1)’’; and 

17 (C) in paragraph (7), by striking ‘‘and sec18 tion 13(3)(C), section 714(f)(3)(C) of title 31, 

19 United States Code, and’’ and inserting ‘‘, sec20 tion 13(3)(C), and’’. 

21 SEC. 1011. ESTABLISHMENT OF A CENTENNIAL MONETARY 

22 COMMISSION. 

23 (a) FINDINGS.—Congress finds the following: 

24 (1) The Constitution endows Congress with the 

25 power ‘‘to coin money, regulate the value thereof’’. 


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1 (2) Following the financial crisis known as the 

2 Panic of 1907, Congress established the National 

3 Monetary Commission to provide recommendations 

4 for the reform of the financial and monetary systems 

5 of the United States. 

6 (3) Incorporating several of the recommenda7 tions of the National Monetary Commission, Con8 gress created the Federal Reserve System in 1913. 

9 As currently organized, the Federal Reserve System 

10 consists of the Board of Governors in Washington, 

11 District of Columbia, and the Federal reserve banks 

12 organized into 12 districts around the United States. 

13 The stockholders of the 12 Federal reserve banks in14 clude national and certain State-chartered commer15 cial banks, which operate on a fractional reserve 

16 basis. 

17 (4) Originally, Congress gave the Federal Re18 serve System a monetary mandate to provide an 

19 elastic currency, within the context of a gold stand20 ard, in response to seasonal fluctuations in the de21 mand for currency. 

22 (5) Congress also gave the Federal Reserve 

23 System a financial stability mandate to serve as the 

24 lender of last resort to solvent but illiquid banks 

25 during a financial crisis. 


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1 (6) In 1977, Congress changed the monetary 

2 mandate of the Federal Reserve System to a dual 

3 mandate for maximum employment and stable 

4 prices. 

5 (7) Empirical studies and historical evidence, 

6 both within the United States and in other coun7 tries, demonstrate that price stability is desirable be8 cause both inflation and deflation damage the econ9 omy. 

10 (8) The economic challenge of recent years— 

11 most notably the bursting of the housing bubble, the 

12 financial crisis of 2008, and the ensuing anemic re13 covery—have occurred at great cost in terms of lost 

14 jobs and output. 

15 (9) Policymakers are reexamining the structure 

16 and functioning of financial institutions and markets 

17 to determine what, if any, changes need to be made 

18 to place the financial system on a stronger, more 

19 sustainable path going forward. 

20 (10) The Federal Reserve System has taken ex21 traordinary actions in response to the recent eco22 nomic challenges. 

23 (11) The Federal Open Market Committee has 

24 engaged in multiple rounds of quantitative easing, 

25 providing unprecedented liquidity to financial marVerDate Sep 11 2014 02:32 Apr 27, 2017 Jkt 069200 PO 00000 Frm 00515 Fmt 6652 Sfmt 6201 E:\BILLS\H10.IH H10

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1 kets, while committing to holding short-term interest 

2 rates low for a seemingly indefinite period, and pur3 suing a policy of credit allocation by purchasing 

4 Federal agency debt and mortgage-backed securities. 

5 (12) In the wake of the recent extraordinary ac6 tions of the Federal Reserve System, Congress—con7 sistent with its constitutional responsibilities and as 

8 it has done periodically throughout the history of the 

9 United States—has once again renewed its examina10 tion of monetary policy. 

11 (13) Central in such examination has been a re12 newed look at what is the most proper mandate for 

13 the Federal Reserve System to conduct monetary 

14 policy in the 21st century. 

15 (b) ESTABLISHMENT OF A CENTENNIAL MONETARY

16 COMMISSION.—There is established a commission to be 

17 known as the ‘‘Centennial Monetary Commission’’ (in this 

18 section referred to as the ‘‘Commission’’). 

19 (c) STUDY AND REPORT ON MONETARY POLICY.— 

20 (1) STUDY.—The Commission shall— 

21 (A) examine how United States monetary 

22 policy since the creation of the Board of Gov23 ernors of the Federal Reserve System in 1913 

24 has affected the performance of the United 


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1 States economy in terms of output, employ2 ment, prices, and financial stability over time; 

3 (B) evaluate various operational regimes 

4 under which the Board of Governors of the 

5 Federal Reserve System and the Federal Open 

6 Market Committee may conduct monetary pol7 icy in terms achieving the maximum sustainable 

8 level of output and employment and price sta9 bility over the long term, including— 

10 (i) discretion in determining monetary 

11 policy without an operational regime; 

12 (ii) price level targeting; 

13 (iii) inflation rate targeting; 

14 (iv) nominal gross domestic product 

15 targeting (both level and growth rate); 

16 (v) the use of monetary policy rules; 

17 and 

18 (vi) the gold standard; 

19 (C) evaluate the use of macro-prudential 

20 supervision and regulation as a tool of mone21 tary policy in terms of achieving the maximum 

22 sustainable level of output and employment and 

23 price stability over the long term; 

24 (D) evaluate the use of the lender-of-last25 resort function of the Board of Governors of 


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1 the Federal Reserve System as a tool of mone2 tary policy in terms of achieving the maximum 

3 sustainable level of output and employment and 

4 price stability over the long term; 

5 (E) recommend a course for United States 

6 monetary policy going forward, including— 

7 (i) the legislative mandate; 

8 (ii) the operational regime; 

9 (iii) the securities used in open-mar10 ket operations; and 

11 (iv) transparency issues; and 

12 (F) consider the effects of the GDP output 

13 and employment targets of the ‘‘dual mandate’’ 

14 (both from the creation of the dual mandate in 

15 1977 until the present time and estimates of 

16 the future effect of the dual mandate ) on— 

17 (i) United States economic activity; 

18 (ii) actions of the Board of Governors 

19 of the Federal Reserve System; and 

20 (iii) Federal debt. 

21 (2) REPORT.—Not later than 1 year after the 

22 date of the enactment of this section, the Commis23 sion shall submit to Congress and make publicly 

24 available a report containing a statement of the find25 ings and conclusions of the Commission in carrying 


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1 out the study under paragraph (1), together with 

2 the recommendations the Commission considers ap3 propriate. In making such report, the Commission 

4 shall specifically report on the considerations re5 quired under paragraph (1)(F). 

6 (d) MEMBERSHIP.— 

7 (1) NUMBER AND APPOINTMENT.— 

8 (A) APPOINTED VOTING MEMBERS.—The 

9 Commission shall contain 12 voting members as 

10 follows: 

11 (i) Six members appointed by the 

12 Speaker of the House of Representatives, 

13 with four members from the majority party 

14 and two members from the minority party. 

15 (ii) Six members appointed by the 

16 President Pro Tempore of the Senate, with 

17 four members from the majority party and 

18 two members from the minority party. 

19 (B) CHAIRMAN.—The Speaker of the 

20 House of Representatives and the majority 

21 leader of the Senate shall jointly designate one 

22 of the members of the Commission as Chair23 man. 


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1 (C) NON-VOTING MEMBERS.—The Com2 mission shall contain 2 non-voting members as 

3 follows: 

4 (i) One member appointed by the Sec5 retary of the Treasury. 

6 (ii) One member who is the president 

7 of a district Federal reserve bank ap8 pointed by the Chair of the Board of Gov9 ernors of the Federal Reserve System. 

10 (2) PERIOD OF APPOINTMENT.—Each member 

11 shall be appointed for the life of the Commission. 

12 (3) TIMING OF APPOINTMENT.—All members of 

13 the Commission shall be appointed not later than 30 

14 days after the date of the enactment of this section. 

15 (4) VACANCIES.—A vacancy in the Commission 

16 shall not affect its powers, and shall be filled in the 

17 manner in which the original appointment was 

18 made. 

19 (5) MEETINGS.— 

20 (A) INITIAL MEETING.—The Commission 

21 shall hold its initial meeting and begin the oper22 ations of the Commission as soon as is prac23 ticable. 


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1 (B) FURTHER MEETINGS.—The Commis2 sion shall meet upon the call of the Chair or a 

3 majority 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 

9 a Senator or a Representative in, or Delegate or 

10 Resident Commissioner to, the Congress. 

11 (e) POWERS.— 

12 (1) HEARINGS AND SESSIONS.—The Commis13 sion or, on the authority of the Commission, any 

14 subcommittee or member thereof, may, for the pur15 pose of carrying out this section, hold hearings, sit 

16 and act at times and places, take testimony, receive 

17 evidence, or administer oaths as the Commission or 

18 such subcommittee or member thereof considers ap19 propriate. 

20 (2) CONTRACT AUTHORITY.—To the extent or 

21 in the amounts provided in advance in appropriation 

22 Acts, the Commission may contract with and com23 pensate government and private agencies or persons 

24 to enable the Commission to discharge its duties 


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1 under this section, without regard to section 3709 of 

2 the Revised Statutes (41 U.S.C. 5). 

3 (3) OBTAINING OFFICIAL DATA.— 

4 (A) IN GENERAL.—The Commission is au5 thorized to secure directly from any executive 

6 department, bureau, agency, board, commission, 

7 office, independent establishment, or instrumen8 tality of the Government, any information, in9 cluding suggestions, estimates, or statistics, for 

10 the purposes of this section. 

11 (B) REQUESTING OFFICIAL DATA.—The 

12 head of such department, bureau, agency, 

13 board, commission, office, independent estab14 lishment, or instrumentality of the government 

15 shall, to the extent authorized by law, furnish 

16 such information upon request made by— 

17 (i) the Chair; 

18 (ii) the Chair of any subcommittee 

19 created by a majority of the Commission; 

20 or 

21 (iii) any member of the Commission 

22 designated by a majority of the commission 

23 to request such information. 

24 (4) ASSISTANCE FROM FEDERAL AGENCIES.— 


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1 (A) GENERAL SERVICES ADMINISTRA2 TION.—The Administrator of General Services 

3 shall provide to the Commission on a reimburs4 able basis administrative support and other 

5 services for the performance of the functions of 

6 the Commission. 

7 (B) OTHER DEPARTMENTS AND AGEN8 CIES.—In addition to the assistance prescribed 

9 in subparagraph (A), at the request of the 

10 Commission, departments and agencies of the 

11 United States shall provide such services, funds, 

12 facilities, staff, and other support services as 

13 may be authorized by law. 

14 (5) POSTAL SERVICE.—The Commission may 

15 use the United States mails in the same manner and 

16 under the same conditions as other departments and 

17 agencies of the United States. 

18 (f) COMMISSION PERSONNEL.— 

19 (1) APPOINTMENT AND COMPENSATION OF

20 STAFF.— 

21 (A) IN GENERAL.—Subject to rules pre22 scribed by the Commission, the Chair may ap23 point and fix the pay of the executive director 

24 and other personnel as the Chair considers ap25 propriate. 


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1 (B) APPLICABILITY OF CIVIL SERVICE

2 LAWS.—The staff of the Commission may be 

3 appointed without regard to the provisions of 

4 title 5, United States Code, governing appoint5 ments in the competitive service, and may be 

6 paid without regard to the provisions of chapter 

7 51 and subchapter III of chapter 53 of that 

8 title relating to classification and General 

9 Schedule pay rates, except that an individual so 

10 appointed may not receive pay in excess of level 

11 V of the Executive Schedule. 

12 (2) CONSULTANTS.—The Commission may pro13 cure temporary and intermittent services under sec14 tion 3109(b) of title 5, United States Code, but at 

15 rates for individuals not to exceed the daily equiva16 lent of the rate of pay for a person occupying a posi17 tion at level IV of the Executive Schedule. 

18 (3) STAFF OF FEDERAL AGENCIES.—Upon re19 quest of the Commission, the head of any Federal 

20 department or agency may detail, on a reimbursable 

21 basis, any of the personnel of such department or 

22 agency to the Commission to assist it in carrying out 

23 its duties under this section. 

24 (g) TERMINATION OF COMMISSION.— 


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1 (1) IN GENERAL.—The Commission shall termi2 nate 6 months after the date on which the report is 

3 submitted under subsection (c)(2). 

4 (2) ADMINISTRATIVE ACTIVITIES BEFORE TER5 MINATION.—The Commission may use the period be6 tween the submission of its report and its termi7 nation for the purpose of concluding its activities, 

8 including providing testimony to the committee of 

9 Congress concerning its report. 

10 (h) AUTHORIZATION OF APPROPRIATIONS.—There is 

11 authorized to be appropriated to carry out this section 

12 $1,000,000, which shall remain available until the date on 

13 which the Commission terminates. 

14 TITLE XI—IMPROVING INSUR15 ANCE COORDINATION 

16 THROUGH AN INDEPENDENT 

17 ADVOCATE 

18 SEC. 1101. REPEAL OF THE FEDERAL INSURANCE OFFICE; 

19 CREATION OF THE OFFICE OF THE INDE20 PENDENT INSURANCE ADVOCATE. 

21 (a) ESTABLISHMENT.—Section 313 of title 31, 

22 United States Code, is amended to read as follows (and 

23 conforming the table of contents for chapter 3 of such title 

24 accordingly): 


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1 ‘‘§ 313. Office of the Independent Insurance Advocate 

2 ‘‘(a) ESTABLISHMENT.—There is established in the 

3 Department of the Treasury a bureau to be known as the 

4 Office of the Independent Insurance Advocate (in this sec5 tion referred to as the ‘Office’). 

6 ‘‘(b) INDEPENDENT INSURANCE ADVOCATE.— 

7 ‘‘(1) ESTABLISHMENT OF POSITION.—The chief 

8 officer of the Office of the Independent Insurance 

9 Advocate shall be known as the Independent Insur10 ance Advocate. The Independent Insurance Advocate 

11 shall perform the duties of such office under the 

12 general direction of the Secretary of the Treasury. 

13 ‘‘(2) APPOINTMENT.—The Independent Insur14 ance Advocate shall be appointed by the President, 

15 by and with the advice and consent of the Senate, 

16 from among persons having insurance expertise. 

17 ‘‘(3) TERM.— 

18 ‘‘(A) IN GENERAL.—The Independent In19 surance Advocate shall serve a term of 6 years, 

20 unless sooner removed by the President upon 

21 reasons which shall be communicated to the 

22 Senate. 

23 ‘‘(B) SERVICE AFTER EXPIRATION.—If a 

24 successor is not nominated and confirmed by 

25 the end of the term of service of the Inde26 pendent Insurance Advocate, the person serving 


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1 as Independent Insurance Advocate shall con2 tinue to serve until such time a successor is ap3 pointed and confirmed. 

4 ‘‘(C) VACANCY.—An Independent Insur5 ance Advocate who is appointed to serve the re6 mainder of a predecessor’s uncompleted term 

7 shall be eligible thereafter to be appointed to a 

8 full 6 year term. 

9 ‘‘(D) ACTING OFFICIAL ON FINANCIAL

10 STABILITY OVERSIGHT COUNCIL.—In the event 

11 of a vacancy in the office of the Independent 

12 Insurance Advocate, and pending the appoint13 ment and confirmation of a successor, or during 

14 the absence or disability of the Independent In15 surance Advocate, the Independent Member 

16 shall appoint a federal official appointed by the 

17 President and confirmed by the Senate from a 

18 member agency of the Financial Stability Over19 sight Council, not otherwise serving on the 

20 Council, who shall serve as a member of the 

21 Council and act in the place of the Independent 

22 Insurance Advocate until such vacancy, ab23 sence, or disability concludes. 

24 ‘‘(4) EMPLOYMENT.—The Independent Insur25 ance Advocate shall be an employee of the Federal 


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1 Government within the definition of employee under 

2 section 2105 of title 5, United States Code. 

3 ‘‘(c) INDEPENDENCE; OVERSIGHT.— 

4 ‘‘(1) INDEPENDENCE.—The Secretary of the 

5 Treasury may not delay or prevent the issuance of 

6 any rule or the promulgation of any regulation by 

7 the Independent Insurance Advocate, and may not 

8 intervene in any matter or proceeding before the 

9 Independent Insurance Advocate, unless otherwise 

10 specifically provided by law. 

11 ‘‘(2) OVERSIGHT BY INSPECTOR GENERAL.— 

12 The Office of the Independent Insurance Advocate 

13 shall be an office in the establishment of the Depart14 ment of the Treasury for purposes of the Inspector 

15 General Act of 1978 (5 U.S.C. App.). 

16 ‘‘(d) RETENTION OF EXISTING STATE REGULATORY

17 AUTHORITY.—Nothing in this section or section 314 shall 

18 be construed to establish or provide the Office or the De19 partment of the Treasury with general supervisory or reg20 ulatory authority over the business of insurance. 

21 ‘‘(e) BUDGET.— 

22 ‘‘(1) ANNUAL TRANSMITTAL.—For each fiscal 

23 year, the Independent Insurance Advocate shall 

24 transmit a budget estimate and request to the Sec25 retary of the Treasury, which shall specify the agVerDate Sep 11 2014 02:32 Apr 27, 2017 Jkt 069200 PO 00000 Frm 00528 Fmt 6652 Sfmt 6201 E:\BILLS\H10.IH H10

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1 gregate amount of funds requested for such fiscal 

2 year for the operations of the Office of the Inde3 pendent Insurance Advocate. 

4 ‘‘(2) INCLUSIONS.—In transmitting the pro5 posed budget to the President for approval, the Sec6 retary of the Treasury shall include— 

7 ‘‘(A) an aggregate request for the Inde8 pendent Insurance Advocate; and 

9 ‘‘(B) any comments of the Independent In10 surance Advocate with respect to the proposal. 

11 ‘‘(3) PRESIDENT’S BUDGET.—The President 

12 shall include in each budget of the United States 

13 Government submitted to the Congress— 

14 ‘‘(A) a separate statement of the budget 

15 estimate prepared in accordance with paragraph 

16 (1); 

17 ‘‘(B) the amount requested by the Presi18 dent for the Independent Insurance Advocate; 

19 and 

20 ‘‘(C) any comments of the Independent In21 surance Advocate with respect to the proposal if 

22 the Independent Insurance Advocate concludes 

23 that the budget submitted by the President 

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1 surance Advocate from performing the duties of 

2 the office. 

3 ‘‘(f) ASSISTANCE.—The Secretary of the Treasury 

4 shall provide the Independent Insurance Advocate such 

5 services, funds, facilities and other support services as the 

6 Independent Insurance Advocate may request and as the 

7 Secretary may approve. 

8 ‘‘(g) PERSONNEL.— 

9 ‘‘(1) EMPLOYEES.—The Independent Insurance 

10 Advocate may fix the number of, and appoint and 

11 direct, the employees of the Office, in accordance 

12 with the applicable provisions of title 5, United 

13 States Code. The Independent Insurance Advocate is 

14 authorized to employ attorneys, analysts, economists, 

15 and other employees as may be deemed necessary to 

16 assist the Independent Insurance Advocate to carry 

17 out the duties and functions of the Office. Unless 

18 otherwise provided expressly by law, any individual 

19 appointed under this paragraph shall be an employee 

20 as defined in section 2105 of title 5, United States 

21 Code, and subject to the provisions of such title and 

22 other laws generally applicable to the employees of 

23 the Executive Branch. 

24 ‘‘(2) COMPENSATION.—Employees of the Office 

25 shall be paid in accordance with the provisions of 


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1 chapter 51 and subchapter III of chapter 53 of title 

2 5, United States Code, relating to classification and 

3 General Schedule pay rates. 

4 ‘‘(3) PROCUREMENT OF TEMPORARY AND

5 INTERMITTENT SERVICES.—The Independent Insur6 ance Advocate may procure temporary and intermit7 tent services under section 3109(b) of title 5, United 

8 States Code, at rates for individuals which do not 

9 exceed the daily equivalent of the annual rate of 

10 basic pay prescribed for Level V of the Executive 

11 Schedule under section 5316 of such title. 

12 ‘‘(4) DETAILS.—Any employee of the Federal 

13 Government may be detailed to the Office with or 

14 without reimbursement, and such detail shall be 

15 without interruption or loss of civil service status or 

16 privilege. An employee of the Federal Government 

17 detailed to the Office shall report to and be subject 

18 to oversight by the Independent Insurance Advocate 

19 during the assignment to the office, and may be 

20 compensated by the branch, department, or agency 

21 from which the employee was detailed. 

22 ‘‘(5) INTERGOVERNMENTAL PERSONNEL.—The 

23 Independent Insurance Advocate may enter into 

24 agreements under subchapter VI of chapter 33 of 

25 title 5, United States Code, with State and local 


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1 governments, institutions of higher education, Indian 

2 tribal governments, and other eligible organizations 

3 for the assignment of intermittent, part-time, and 

4 full-time personnel, on a reimbursable or non-reim5 bursable basis. 

6 ‘‘(h) ETHICS.— 

7 ‘‘(1) DESIGNATED ETHICS OFFICIAL.—The 

8 Legal Counsel of the Financial Stability Oversight 

9 Council, or in the absence of a Legal Counsel of the 

10 Council, the designated ethics official of any Council 

11 member agency, as chosen by the Independent In12 surance Advocate, shall be the ethics official for the 

13 Independent Insurance Advocate. 

14 ‘‘(2) RESTRICTION ON REPRESENTATION.—In 

15 addition to any restriction under section 205(c) of 

16 title18, United States Code, except as provided in 

17 subsections (d) through (i) of section 205 of such 

18 title, the Independent Insurance Advocate (except in 

19 the proper discharge of official duties) shall not, 

20 with or without compensation, represent anyone to 

21 or before any officer or employee of— 

22 ‘‘(A) the Financial Stability Oversight 

23 Council on any matter; or 


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1 ‘‘(B) the Department of Justice with re2 spect to litigation involving a matter described 

3 in subparagraph (A). 

4 ‘‘(3) COMPENSATION FOR SERVICES PROVIDED

5 BY ANOTHER.—For purposes of section 203 of title 

6 18, United States Code, and if a special government 

7 employee— 

8 ‘‘(A) the Independent Insurance Advocate 

9 shall not be subject to the restrictions of sub10 section (a)(1) of section 203,of title 18, United 

11 States Code, for sharing in compensation 

12 earned by another for representations on mat13 ters covered by such section; and 

14 ‘‘(B) a person shall not be subject to the 

15 restrictions of subsection (a)(2) of such section 

16 for sharing such compensation with the Inde17 pendent Insurance Advocate. 

18 ‘‘(i) ADVISORY, TECHNICAL, AND PROFESSIONAL

19 COMMITTEES.—The Independent Insurance Advocate may 

20 appoint such special advisory, technical, or professional 

21 committees as may be useful in carrying out the functions 

22 of the Office and the members of such committees may 

23 be staff of the Office, or other persons, or both. 

24 ‘‘(j) MISSION AND FUNCTIONS.— 


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1 ‘‘(1) MISSION.—In carrying out the functions 

2 under this subsection, the mission of the Office shall 

3 be to act as an independent advocate on behalf of 

4 the interests of United States policyholders on pru5 dential aspects of insurance matters of importance, 

6 and to provide perspective on protecting their inter7 ests, separate and apart from any other Federal 

8 agency or State insurance regulator. 

9 ‘‘(2) OFFICE.—The Office shall have the au10 thority— 

11 ‘‘(A) to coordinate Federal efforts on pru12 dential aspects of international insurance mat13 ters, including representing the United States, 

14 as appropriate, in the International Association 

15 of Insurance Supervisors (or a successor entity) 

16 and assisting the Secretary in negotiating cov17 ered agreements (as such term is defined in 

18 subsection (q)) in coordination with States (in19 cluding State insurance commissioners) and the 

20 United States Trade Representative; 

21 ‘‘(B) to consult with the States (including 

22 State insurance regulators) regarding insurance 

23 matters of national importance and prudential 

24 insurance matters of international importance; 


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1 ‘‘(C) to assist the Secretary in admin2 istering the Terrorism Insurance Program es3 tablished in the Department of the Treasury 

4 under the Terrorism Risk Insurance Act of 

5 2002 (15 U.S.C. 6701 note); 

6 ‘‘(D) to observe all aspects of the insur7 ance industry, including identifying issues or 

8 gaps in the regulation of insurers that could 

9 contribute to a systemic crisis in the insurance 

10 industry or the United States financial system; 

11 and 

12 ‘‘(E) to make determinations and exercise 

13 the authority under subsection (m) with respect 

14 to covered agreements and State insurance 

15 measures. 

16 ‘‘(3) MEMBERSHIP ON FINANCIAL STABILITY

17 OVERSIGHT COUNCIL.— 

18 ‘‘(A) IN GENERAL.—The Independent In19 surance Advocate shall serve, pursuant to sec20 tion 111(b)(1)(J) of the Financial Stability Act 

21 of 2010 (12 U.S.C. 5321(b)(1)(J)), as a mem22 ber on the Financial Stability Oversight Coun23 cil. 

24 ‘‘(B) AUTHORITY.—To assist the Financial 

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1 ities to monitor international insurance develop2 ments, advise the Congress, and make rec3 ommendations, the Independent Insurance Ad4 vocate shall have the authority— 

5 ‘‘(i) to regularly consult with inter6 national insurance supervisors and inter7 national financial stability counterparts; 

8 ‘‘(ii) to consult with the Board of 

9 Governors of the Federal Reserve System 

10 and the States with respect to representing 

11 the United States, as appropriate, in the 

12 International Association of Insurance Su13 pervisors (including to become a non-voting 

14 member thereof), particularly on matters 

15 of systemic risk; 

16 ‘‘(iii) to participate at the Financial 

17 Stability Board of The Group of Twenty 

18 and to join with other members from the 

19 United States including on matters related 

20 to insurance; and 

21 ‘‘(iv) to participate with the United 

22 States delegation to the Organization for 

23 Economic Cooperation and Development 

24 and observe and participate at the Insur25 ance and Private Pensions Committee. 


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1 ‘‘(4) LIMITATIONS ON PARTICIPATION IN SU2 PERVISORY COLLEGES.—The Office may not engage 

3 in any activities that it is not specifically authorized 

4 to engage in under this section or any other provi5 sion of law, including participation in any super6 visory college or other meetings or fora for coopera7 tion and communication between the involved insur8 ance supervisors established for the fundamental 

9 purpose of facilitating the effectiveness of super10 vision of entities which belong to an insurance 

11 group. 

12 ‘‘(k) SCOPE.—The authority of the Office as specified 

13 and limited in this section shall extend to all lines of insur14 ance except— 

15 ‘‘(1) health insurance, as determined by the 

16 Secretary in coordination with the Secretary of 

17 Health and Human Services based on section 2791 

18 of the Public Health Service Act (42 U.S.C. 300gg19 91); 

20 ‘‘(2) long-term care insurance, except long-term 

21 care insurance that is included with life or annuity 

22 insurance components, as determined by the Sec23 retary in coordination with the Secretary of Health 

24 and Human Services, and in the case of long-term 

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1 nents, the Secretary shall coordinate with the Sec2 retary of Health and Human Services in performing 

3 the functions of the Office; and 

4 ‘‘(3) crop insurance, as established by the Fed5 eral Crop Insurance Act (7 U.S.C. 1501 et seq.). 

6 ‘‘(l) ACCESS TO INFORMATION.—In carrying out the 

7 functions required under subsection (j), the Office may co8 ordinate with any relevant Federal agency and any State 

9 insurance regulator (or other relevant Federal or State 

10 regulatory agency, if any, in the case of an affiliate of an 

11 insurer) and any publicly available sources for the provi12 sion to the Office of publicly available information. Not13 withstanding any other provision of law, each such rel14 evant Federal agency and State insurance regulator or 

15 other Federal or State regulatory agency is authorized to 

16 provide to the Office such data or information. 

17 ‘‘(m) PREEMPTION PURSUANT TO COVERED AGREE18 MENTS.— 

19 ‘‘(1) STANDARDS.—A State insurance measure 

20 shall be preempted pursuant to this section or sec21 tion 314 if, and only to the extent that the Inde22 pendent Insurance Advocate determines, in accord23 ance with this subsection, that the measure— 

24 ‘‘(A) results in less favorable treatment of 

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1 eign jurisdiction that is subject to a covered 

2 agreement than a United States insurer domi3 ciled, licensed, or otherwise admitted in that 

4 State; and 

5 ‘‘(B) is inconsistent with a covered agree6 ment. 

7 ‘‘(2) DETERMINATION.— 

8 ‘‘(A) NOTICE OF POTENTIAL INCONSIST9 ENCY.—Before making any determination 

10 under paragraph (1), the Independent Insur11 ance Advocate shall— 

12 ‘‘(i) notify and consult with the appro13 priate State regarding any potential incon14 sistency or preemption; 

15 ‘‘(ii) notify and consult with the 

16 United States Trade Representative re17 garding any potential inconsistency or pre18 emption; 

19 ‘‘(iii) cause to be published in the 

20 Federal Register notice of the issue re21 garding the potential inconsistency or pre22 emption, including a description of each 

23 State insurance measure at issue and any 

24 applicable covered agreement; 


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1 ‘‘(iv) provide interested parties a rea2 sonable opportunity to submit written com3 ments to the Office; and 

4 ‘‘(v) consider any comments received. 

5 ‘‘(B) SCOPE OF REVIEW.—For purposes of 

6 this subsection, any determination of the Inde7 pendent Insurance Advocate regarding State in8 surance measures, and any preemption under 

9 paragraph (1) as a result of such determina10 tion, shall be limited to the subject matter con11 tained within the covered agreement involved 

12 and shall achieve a level of protection for insur13 ance or reinsurance consumers that is substan14 tially equivalent to the level of protection 

15 achieved under State insurance or reinsurance 

16 regulation. 

17 ‘‘(C) NOTICE OF DETERMINATION OF IN18 CONSISTENCY.—Upon making any determina19 tion under paragraph (1), the Director shall— 

20 ‘‘(i) notify the appropriate State of 

21 the determination and the extent of the in22 consistency; 

23 ‘‘(ii) establish a reasonable period of 

24 time, which shall not be less than 30 days, 


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1 before the determination shall become ef2 fective; and 

3 ‘‘(iii) notify the Committees on Finan4 cial Services and Ways and Means of the 

5 House of Representatives and the Commit6 tees on Banking, Housing, and Urban Af7 fairs and Finance of the Senate. 

8 ‘‘(3) NOTICE OF EFFECTIVENESS.—Upon the 

9 conclusion of the period referred to in paragraph 

10 (2)(C)(ii), if the basis for such determination still 

11 exists, the determination shall become effective and 

12 the Independent Insurance Advocate shall— 

13 ‘‘(A) cause to be published a notice in the 

14 Federal Register that the preemption has be15 come effective, as well as the effective date; and 

16 ‘‘(B) notify the appropriate State. 

17 ‘‘(4) LIMITATION.—No State may enforce a 

18 State insurance measure to the extent that such 

19 measure has been preempted under this subsection. 

20 ‘‘(5) APPLICABILITY OF ADMINISTRATIVE PRO21 CEDURES ACT.—Determinations of inconsistency 

22 made pursuant to paragraph (2) shall be subject to 

23 the applicable provisions of subchapter II of chapter 

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1 ing to judicial review), except that in any action for 

2 judicial review of a determination of inconsistency, 

3 the court shall determine the matter de novo. 

4 ‘‘(n) CONSULTATION.—The Independent Insurance 

5 Advocate shall consult with State insurance regulators, in6 dividually or collectively, to the extent the Independent In7 surance Advocate determines appropriate, in carrying out 

8 the functions of the Office. 

9 ‘‘(o) NOTICES AND REQUESTS FOR COMMENT.—In 

10 addition to the other functions and duties specified in this 

11 section, the Independent Insurance Advocate may pre12 scribe such notices and requests for comment in the Fed13 eral Register as are deemed necessary related to and gov14 erning the manner in which the duties and authorities of 

15 the Independent Insurance Advocate are carried out; 

16 ‘‘(p) SAVINGS PROVISIONS.—Nothing in this section 

17 shall— 

18 ‘‘(1) preempt— 

19 ‘‘(A) any State insurance measure that 

20 governs any insurer’s rates, premiums, under21 writing, or sales practices; 

22 ‘‘(B) any State coverage requirements for 

23 insurance; 

24 ‘‘(C) the application of the antitrust laws 

25 of any State to the business of insurance; or 


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1 ‘‘(D) any State insurance measure gov2 erning the capital or solvency of an insurer, ex3 cept to the extent that such State insurance 

4 measure results in less favorable treatment of a 

5 non-United State insurer than a United States 

6 insurer; or 

7 ‘‘(2) affect the preemption of any State insur8 ance measure otherwise inconsistent with and pre9 empted by Federal law. 

10 ‘‘(q) RETENTION OF AUTHORITY OF FEDERAL FI11 NANCIAL REGULATORY AGENCIES.—Nothing in this sec12 tion or section 314 shall be construed to limit the author13 ity of any Federal financial regulatory agency, including 

14 the authority to develop and coordinate policy, negotiate, 

15 and enter into agreements with foreign governments, au16 thorities, regulators, and multinational regulatory commit17 tees and to preempt State measures to affect uniformity 

18 with international regulatory agreements. 

19 ‘‘(r) RETENTION OF AUTHORITY OF UNITED STATES

20 TRADE REPRESENTATIVE.—Nothing in this section or 

21 section 314 shall be construed to affect the authority of 

22 the Office of the United States Trade Representative pur23 suant to section 141 of the Trade Act of 1974 (19 U.S.C. 

24 2171) or any other provision of law, including authority 

25 over the development and coordination of United States 


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1 international trade policy and the administration of the 

2 United States trade agreements program. 

3 ‘‘(s) CONGRESSIONAL TESTIMONY.—The Inde4 pendent Insurance Advocate shall appear before the Com5 mittee on Financial Services of the House of Representa6 tives and the Committee on Banking, Housing, and Urban 

7 Affairs at semi-annual hearings and shall provide testi8 mony, which shall include submitting written testimony in 

9 advance of such appearances to such committees and to 

10 the Committee on Ways and Means of the House of Rep11 resentatives and the Committee on Finance of the Senate, 

12 on the following matters: 

13 ‘‘(1) OFFICE ACTIVITIES.—The efforts, activi14 ties, objectives, and plans of the Office. 

15 ‘‘(2) SECTION 313(L) ACTIONS.—Any actions 

16 taken by the Office pursuant to subsection (l) (re17 garding preemption pursuant to covered agree18 ments). 

19 ‘‘(3) INSURANCE INDUSTRY.—The state of, and 

20 developments in, the insurance industry. 

21 ‘‘(4) U.S. AND GLOBAL INSURANCE AND REIN22 SURANCE MARKETS.—The breadth and scope of the 

23 global insurance and reinsurance markets and the 

24 critical role such markets plays in supporting insur25 ance in the United States and the ongoing impacts 


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1 of part II of the Nonadmitted and Reinsurance Re2 form Act of 2010 on the ability of State regulators 

3 to access reinsurance information for regulated com4 panies in their jurisdictions. 

5 ‘‘(5) OTHER.—Any other matters as deemed 

6 relevant by the Independent Insurance Advocate or 

7 requested by such Committees. 

8 ‘‘(t) REPORT UPON END OF TERM OF OFFICE.—Not 

9 later than two months prior to the expiration of the term 

10 of office, or discontinuation of service, of each individual 

11 serving as the Independent Insurance Advocate, the Inde12 pendent Insurance Advocate shall submit a report to the 

13 Committees on Financial Services and Ways and Means 

14 of the House of Representatives and the Committees on 

15 Banking, Housing, and Urban Affairs and Finance of the 

16 Senate setting forth recommendations regarding the Fi17 nancial Stability Oversight Council and the role, duties, 

18 and functions of the Independent Insurance Advocate. 

19 ‘‘(u) DEFINITIONS.—In this section and section 314, 

20 the following definitions shall apply: 

21 ‘‘(1) AFFILIATE.—The term ‘affiliate’ means, 

22 with respect to an insurer, any person who controls, 

23 is controlled by, or is under common control with the 

24 insurer. 


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1 ‘‘(2) COVERED AGREEMENT.—The term ‘cov2 ered agreement’ means a written bilateral or multi3 lateral agreement regarding prudential measures 

4 with respect to the business of insurance or reinsur5 ance that— 

6 ‘‘(A) is entered into between the United 

7 States and one or more foreign governments, 

8 authorities, or regulatory entities; and 

9 ‘‘(B) relates to the recognition of pruden10 tial measures with respect to the business of in11 surance or reinsurance that achieves a level of 

12 protection for insurance or reinsurance con13 sumers that is substantially equivalent to the 

14 level of protection achieved under State insur15 ance or reinsurance regulation. 

16 ‘‘(3) INSURER.—The term ‘insurer’ means any 

17 person engaged in the business of insurance, includ18 ing reinsurance. 

19 ‘‘(4) FEDERAL FINANCIAL REGULATORY AGEN20 CY.—The term ‘Federal financial regulatory agency’ 

21 means the Department of the Treasury, the Board 

22 of Governors of the Federal Reserve System, the Of23 fice of the Comptroller of the Currency, the Office 

24 of Thrift Supervision, the Securities and Exchange 

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1 mission, the Federal Deposit Insurance Corporation, 

2 the Federal Housing Finance Agency, or the Na3 tional Credit Union Administration. 

4 ‘‘(5) FINANCIAL STABILITY OVERSIGHT COUN5 CIL.—The term ‘Financial Stability Oversight Coun6 cil ’ means the Financial Stability Oversight Council 

7 established under section 111(a) of the Dodd-Frank 

8 Wall Street Reform and Consumer Protection Act 

9 (12 U.S.C. 5321(a)). 

10 ‘‘(6) MEMBER AGENCY.—The term ‘member 

11 agency’ has the meaning given such term in section 

12 111(a) of the Dodd-Frank Wall Street Reform and 

13 Consumer Protection Act (12 U.S.C. 5321(a)). 

14 ‘‘(7) NON-UNITED STATES INSURER.—The term 

15 ‘non-United States insurer’ means an insurer that is 

16 organized under the laws of a jurisdiction other than 

17 a State, but does not include any United States 

18 branch of such an insurer. 

19 ‘‘(8) OFFICE.—The term ‘Office’ means the Of20 fice of the Independent Insurance Advocate estab21 lished by this section. 

22 ‘‘(9) STATE INSURANCE MEASURE.—The term 

23 ‘State insurance measure’ means any State law, reg24 ulation, administrative ruling, bulletin, guideline, or 


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1 practice relating to or affecting prudential measures 

2 applicable to insurance or reinsurance. 

3 ‘‘(10) STATE INSURANCE REGULATOR.—The 

4 term ‘State insurance regulator’ means any State 

5 regulatory authority responsible for the supervision 

6 of insurers. 

7 ‘‘(11) SUBSTANTIALLY EQUIVALENT TO THE

8 LEVEL OF PROTECTION ACHIEVED.—The term ‘sub9 stantially equivalent to the level of protection 

10 achieved’ means the prudential measures of a for11 eign government, authority, or regulatory entity 

12 achieve a similar outcome in consumer protection as 

13 the outcome achieved under State insurance or rein14 surance regulation. 

15 ‘‘(12) UNITED STATES INSURER.—The term 

16 ‘United States insurer’ means— 

17 ‘‘(A) an insurer that is organized under 

18 the laws of a State; or 

19 ‘‘(B) a United States branch of a non20 United States insurer.’’. 

21 (b) PAY AT LEVEL III OF EXECUTIVE SCHEDULE.— 

22 Section 5314 of title 5, United States Code, is amended 

23 by adding at the end the following new item: 

24 ‘‘Independent Insurance Advocate, Department 

25 of the Treasury.’’. 


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1 (c) VOTING MEMBER OF FSOC.—Paragraph (1) of 

2 section 111(b) of the Dodd-Frank Wall Street Reform and 

3 Consumer Protection Act (12 U.S.C. 5321(b)(1)) is 

4 amended by striking subparagraph (J) and inserting the 

5 following new subparagraph: 

6 ‘‘(J) the Independent Insurance Advocate 

7 appointed pursuant to section 313 of title 31, 

8 United States Code.’’. 

9 (d) INDEPENDENCE.—Section 111 of Public Law 93– 

10 495 (12 U.S.C. 250) is amended— 

11 (1) by inserting ‘‘the Independent Insurance 

12 Advocate of the Department of the Treasury,’’ after 

13 ‘‘Federal Housing Finance Agency,’’; and 

14 (2) by inserting ‘‘or official’’ before ‘‘submitting 

15 them’’. 

16 (e) TRANSFER OF EMPLOYEES.—All employees of the 

17 Department of Treasury who are performing staff func18 tions for the independent member of the Financial Sta19 bility Oversight Council under section 111(b)(2)(J) of the 

20 Dodd-Frank Wall Street Reform and Consumer Protec21 tion Act (12 U.S.C. 5321(b)(2)(J)) on a full-time equiva22 lent basis as of the date of enactment of this Act shall 

23 be eligible for transfer to the Office of the Independent 

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1 ment as an employee and shall be transferred at the joint 

2 discretion of the Independent Insurance Advocate and the 

3 eligible employee. Any employee eligible for transfer that 

4 is not appointed within 360 days from the date of enact5 ment of this Act shall be eligible for detail under section 

6 313(f)(4) of title 31, United States Code. 

7 (f) TEMPORARY SERVICE; TRANSITION.—Notwith8 standing the amendment made by subsection (a) of this 

9 section, during the period beginning on the date of the 

10 enactment of this Act and ending on the date on which 

11 the Independent Insurance Advocate is appointed and con12 firmed pursuant to section 313(b)(2) of title 31, United 

13 States Code, as amended by such amendment, the person 

14 serving, on such date of enactment, as the independent 

15 member of the Financial Stability Oversight Council pur16 suant to section 111(b)(1)(J) of the Dodd-Frank Wall 

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

18 5321(b)(1)(J)) shall act for all purposes as, and with the 

19 full powers of, the Independent Insurance Advocate. 

20 (g) COMPARABILITY IN COMPENSATION SCHED21 ULES.—Subsection (a) of section 1206 of the Financial 

22 Institutions Reform, Recovery, and Enforcement Act of 

23 1989 (12 U.S.C. 1833b(a)) is amended by inserting ‘‘the 

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1 partment of the Treasury,’’ before ‘‘and the Farm Credit 

2 Administration,’’. 

3 (h) SENIOR EXECUTIVES.—Subparagraph (D) of sec4 tion 3132(a)(1) of title 5, United States Code, is amended 

5 by inserting ‘‘the Office of the Independent Insurance Ad6 vocate of the Department of the Treasury,’’ after ‘‘Fi7 nance Agency,’’. 

8 SEC. 1102. TREATMENT OF COVERED AGREEMENTS. 

9 Subsection (c) of section 314 of title 31, United 

10 States Code is amended— 

11 (1) by designating paragraphs (1) and (2) as 

12 paragraphs (2) and (3), respectively; and 

13 (2) by inserting before paragraph (2), as so re14 designated, the following new paragraph: 

15 ‘‘(1) the Secretary of the Treasury and the 

16 United States Trade Representative have caused to 

17 be published in the Federal Register, and made 

18 available for public comment for a period of not 

19 fewer than 30 days and not greater than 90 days 

20 (which period may run concurrently with the 90-day 

21 period for the covered agreement referred to in para22 graph (3)), the proposed text of the covered agree23 ment;’’. 


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1 TITLE XII—TECHNICAL 

2 CORRECTIONS 

3 SEC. 1201. TABLE OF CONTENTS; DEFINITIONAL CORREC4 TIONS. 

5 (a) TABLE OF CONTENTS.—The table of contents for 

6 the Dodd-Frank Wall Street Reform and Consumer Pro7 tection Act (Public Law 111–203; 124 Stat. 1376) is 

8 amended by striking the items relating to section 407 

9 through 414 and inserting the following: 

‘‘Sec. 407. Exemption of and reporting by venture capital fund advisers. 

‘‘Sec. 408. Exemption of and reporting by certain private fund advisers. 

‘‘Sec. 409. Family offices. 

‘‘Sec. 410. State and Federal responsibilities; asset threshold for Federal registration of investment advisers. 

‘‘Sec. 411. Custody of client assets. 

‘‘Sec. 414. Rule of construction relating to the Commodity Exchange Act. 

‘‘Sec. 418. Qualified client standard. 

‘‘Sec. 419. Transition period.’’. 

10 (b) DEFINITIONS.—Section 2 of the Dodd-Frank 

11 Wall Street Reform and Consumer Protection Act (12 

12 U.S.C. 5301) is amended— 

13 (1) in paragraph (1)— 

14 (A) by striking ‘‘section 3’’ and inserting 

15 ‘‘section 3(w)’’; and 

16 (B) by striking ‘‘(12 U.S.C. 1813)’’ and 

17 inserting ‘‘(12 U.S.C. 1813(w))’’; 

18 (2) in paragraph (6), by striking ‘‘1 et seq.’’ 

19 and inserting ‘‘1a’’; and 

20 (3) in paragraph (18)(A)— 


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1 (A) by striking ‘‘ ‘bank holding company’,’’; 

2 and 

3 (B) by inserting ‘‘ ‘includes’,’’ before ‘‘ ‘in4 cluding’,’’. 

5 SEC. 1202. ANTITRUST SAVINGS CLAUSE CORRECTIONS. 

6 Section 6 of the Dodd-Frank Wall Street Reform and 

7 Consumer Protection Act (12 U.S.C. 5303) is amended, 

8 in the second sentence— 

9 (1) by inserting ‘‘(15 U.S.C. 12(a))’’ after 

10 ‘‘Clayton Act’’; and 

11 (2) by striking ‘‘Act, to’’ and inserting ‘‘Act (15 

12 U.S.C. 45) to’’. 

13 SEC. 1203. TITLE I CORRECTIONS. 

14 Title I of the Dodd-Frank Wall Street Reform and 

15 Consumer Protection Act (12 U.S.C. 5311 et seq.) is 

16 amended— 

17 (1) in section 102(a)(6) (12 U.S.C. 

18 5311(a)(6)), by inserting ‘‘(12 U.S.C. 1843(k))’’ 

19 after ‘‘of 1956’’ each place that term appears; 

20 (2) in section 111(c)(3) (12 U.S.C. 5321(c)(3)), 

21 by striking ‘‘that agency or department head’’ and 

22 inserting ‘‘the head of that member agency or de23 partment’’; 

24 (3) in section 112 (12 U.S.C. 5322)— 

25 (A) in subsection (a)(2)— 


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1 (i) in subparagraph (C) (as redesig2 nated by section 151)— 

3 (I) by striking ‘‘to monitor’’ and 

4 inserting ‘‘monitor’’; and 

5 (II) by striking ‘‘to advise’’ and 

6 inserting ‘‘advise’’; 

7 (ii) in subparagraph (H) (as redesig8 nated by section 151), by striking ‘‘may’’; 

9 and 

10 (B) in subsection (d)(5), by striking ‘‘sub11 section and subtitle B’’ each place such term 

12 appears and inserting ‘‘subtitle’’; and 

13 (4) in section 171(b)(4)(D) (12 U.S.C. 

14 5371(b)(4)(D)), by adding a period at the end. 

15 SEC. 1204. TITLE III CORRECTIONS. 

16 (a) IN GENERAL.—Title III of the Dodd-Frank Wall 

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

18 5401 et seq.) is amended— 

19 (1) in section 327(b)(5) (12 U.S.C. 

20 5437(b)(5)), by striking ‘‘in’’ and inserting ‘‘into’’; 

21 (2) in section 333(b)(2) (124 Stat. 1539), by 

22 inserting ‘‘the second place that term appears’’ be23 fore ‘‘and inserting’’; and 

24 (3) in section 369(5) (124 Stat. 1559)— 

25 (A) in subparagraph (D)(i)— 


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1 (i) in subclause (III), by redesignating 

2 items (aa), (bb), and (cc) as subitems 

3 (AA), (BB), and (CC), respectively, and 

4 adjusting the margins accordingly; 

5 (ii) in subclause (IV), redesignating 

6 items (aa) and (bb) as subitems (AA) and 

7 (BB), respectively, and adjusting the mar8 gins accordingly; 

9 (iii) in subclause (V), by redesignating 

10 items (aa), (bb), and (cc) as subitems 

11 (AA), (BB), and (CC), respectively, and 

12 adjusting the margins accordingly; and 

13 (iv) by redesignating subclauses (III), 

14 (IV), and (V) as items (bb), (cc), and (dd), 

15 respectively, and adjusting the margins ac16 cordingly; 

17 (B) in subparagraph (F)— 

18 (i) in clause (ii), by adding ‘‘and’’ at 

19 the end; 

20 (ii) in clause (iii), by striking ‘‘; and’’ 

21 and inserting a period; and 

22 (iii) by striking clause (iv); and 

23 (C) in subparagraph (G)(i), by inserting 

24 ‘‘each place such term appears’’ before ‘‘and in25 serting’’. 


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1 (b) EFFECTIVE DATES.— 

2 (1) SECTION 333.—The amendment made by 

3 subsection (a)(2) of this section shall take effect as 

4 though enacted as part of subtitle C of title III of 

5 the Dodd-Frank Wall Street Reform and Consumer 

6 Protection Act (124 Stat. 1538). 

7 (2) SECTION 369.—The amendments made by 

8 subsection (a)(3) of this section shall take effect as 

9 though enacted as part of subtitle E of title III of 

10 the Dodd-Frank Wall Street Reform and Consumer 

11 Protection Act (124 Stat. 1546). 

12 SEC. 1205. TITLE IV CORRECTION. 

13 Section 414 of the Dodd-Frank Wall Street Reform 

14 and Consumer Protection Act (124 Stat. 1578) is amend15 ed in the section heading by striking ‘‘COMMODITIES’’ 

16 and inserting ‘‘COMMODITY’’. 

17 SEC. 1206. TITLE VI CORRECTIONS. 

18 (a) IN GENERAL.—Section 610 of the Dodd-Frank 

19 Wall Street Reform and Consumer Protection Act (124 

20 Stat. 1596) is amended— 

21 (1) by striking subsection (b); and 

22 (2) by redesignating subsection (c) as sub23 section (b). 

24 (b) EFFECTIVE DATE.—The amendments made by 

25 subsection (a) of this section shall take effect as though 


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1 enacted as part of section 610 of the Dodd-Frank Wall 

2 Street Reform and Consumer Protection Act (124 Stat. 

3 1611). 

4 SEC. 1207. TITLE VII CORRECTIONS. 

5 (a) IN GENERAL.—Title VII of the Dodd-Frank Wall 

6 Street Reform and Consumer Protection Act (15 U.S.C. 

7 8301 et seq.) is amended— 

8 (1) in section 719(c)(1)(B) (15 U.S.C. 

9 8307(c)(1)(B)), by adding a period at the end; 

10 (2) in section 723(a)(1)(B) (124 Stat. 1675), 

11 by inserting ‘‘, as added by section 107 of the Com12 modity Futures Modernization Act of 2000 (Appen13 dix E of Public Law 106–554; 114 Stat. 2763A– 

14 382),’’ after ‘‘subsection (i)’’; 

15 (3) in section 734(b)(1) (124 Stat. 1718), by 

16 striking ‘‘is amended’’ and all that follows through 

17 ‘‘(B) in’’ and inserting ‘‘is amended in’’; 

18 (4) in section 741(b)(10) (124 Stat. 1732), by 

19 striking ‘‘1a(19)(A)(iv)(II)’’ each place it appears 

20 and inserting ‘‘1a(18)(A)(iv)(II)’’; and 

21 (5) in section 749 (124 Stat. 1746)— 

22 (A) in subsection (a)(2), by striking ‘‘add23 ing at the end’’ and inserting ‘‘inserting after 

24 subsection (f)’’; and 


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1 (B) in subsection (h)(1)(B), by inserting 

2 ‘‘the second place that term appears’’ before the 

3 semicolon. 

4 (b) EFFECTIVE DATE.—The amendments made by 

5 paragraphs (3), (4), and (5) of subsection (a) of this sec6 tion shall take effect as though enacted as part of part 

7 II of subtitle A of title VII of the Dodd-Frank Wall Street 

8 Reform and Consumer Protection Act (124 Stat. 1658). 

9 SEC. 1208. TITLE IX CORRECTIONS. 

10 Section 939(h)(1) of the Dodd-Frank Wall Street Re11 form and Consumer Protection Act (124 Stat. 1887) is 

12 amended— 

13 (1) in the matter preceding subparagraph (A), 

14 by inserting ‘‘The’’ before ‘‘Commission’’; and 

15 (2) by striking ‘‘feasability’’ and inserting ‘‘fea16 sibility’’. 

17 SEC. 1209. TITLE X CORRECTIONS. 

18 (a) IN GENERAL.—Title X of the Dodd-Frank Wall 

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

20 5481 et seq.) is amended— 

21 (1) in section 1002(12)(G) (12 U.S.C. 

22 5481(12)(G)), by striking ‘‘Home Owners’’ and in23 serting ‘‘Homeowners’’; 


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1 (2) in section 1013(a)(1)(C) (12 U.S.C. 

2 5493(a)(1)(C)), by striking ‘‘section 11(1)’’ and in3 serting ‘‘subsection (l) of section 11’’; 

4 (3) in section 1017(a)(2) (as so redesignated by 

5 section 713) (12 U.S.C. 5497(a)(5))— 

6 (A) in subparagraph (A), in the last sen7 tence by striking ‘‘716(c) of title 31, United 

8 States Code’’ and inserting ‘‘716 of title 31, 

9 United States Code’’; and 

10 (B) in subparagraph (C), by striking ‘‘sec11 tion 3709 of the Revised Statutes of the United 

12 States (41 U.S.C. 5)’’ and inserting ‘‘section 

13 6101 of title 41, United States Code’’; 

14 (4) in section 1027(d)(1)(B) (12 U.S.C. 

15 5517(d)(1)(B)), by inserting a comma after ‘‘(A)’’; 

16 (5) in section 1029(d) (12 U.S.C. 5519(d)), by 

17 striking the period after ‘‘Commission Act’’; 

18 (6) in section 1061(b)(7) (12 U.S.C. 

19 5581(b)(7))— 

20 (A) by striking ‘‘Secretary of the Depart21 ment of Housing and Urban Development’’ 

22 each place that term appears and inserting 

23 ‘‘Department of Housing and Urban Develop24 ment’’; and 


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1 (B) in subparagraph (A), by striking ‘‘(12 

2 U.S.C. 5102 et seq.)’’ and inserting ‘‘(12 

3 U.S.C. 5101 et seq.)’’; 

4 (7) in section 1063 (12 U.S.C. 5583)— 

5 (A) in subsection (f)(1)(B), by striking 

6 ‘‘that’’; and 

7 (B) in subsection (g)(1)(A)— 

8 (i) by striking ‘‘(12 U.S.C. 5102 et 

9 seq.)’’ and inserting ‘‘(12 U.S.C. 5101 et 

10 seq.)’’; and 

11 (ii) by striking ‘‘seq)’’ and inserting 

12 ‘‘seq.)’’; 

13 (8) in section 1064(i)(1)(A)(iii) (12 U.S.C. 

14 5584(i)(1)(A)(iii)), by inserting a period before ‘‘If 

15 an’’; 

16 (9) in section 1073(c)(2) (12 U.S.C. 

17 5601(c)(2))— 

18 (A) in the paragraph heading, by inserting 

19 ‘‘AND EDUCATION’’ after ‘‘FINANCIAL LIT20 ERACY’’; and 

21 (B) by striking ‘‘its duties’’ and inserting 

22 ‘‘their duties’’; 

23 (10) in section 1076(b)(1) (12 U.S.C. 

24 5602(b)(1)), by inserting before the period at the 

25 end the following: ‘‘, the Agency may, after notice 


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1 and opportunity for comment, prescribe regula2 tions’’; 

3 (11) in section 1077(b)(4)(F) (124 Stat. 2076), 

4 by striking ‘‘associates’’ and inserting ‘‘associate’s’’; 

5 (12) in section 1084(1) (124 Stat. 2081), by in6 serting a comma after ‘‘2009)’’; 

7 (13) in section 1089 (124 Stat. 2092)— 

8 (A) in paragraph (3)— 

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

10 ‘‘and’’ at the end; and 

11 (ii) in subparagraph (B)(vi), by strik12 ing the period at the end and inserting ‘‘; 

13 and’’; and 

14 (B) by redesignating paragraph (4) as sub15 paragraph (C) and adjusting the margins ac16 cordingly; and 

17 (14) in section 1098(6) (124 Stat. 2104), by in18 serting ‘‘the first place that term appears’’ before 

19 ‘‘and’’. 

20 (b) EFFECTIVE DATE.—The amendments made by 

21 paragraphs (11), (12), (13), (14), and (15) of subsection 

22 (a) shall take effect as though enacted as part of subtitle 

23 H of title X of the Dodd-Frank Wall Street Reform and 

24 Consumer Protection Act (124 Stat. 2080). 


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1 SEC. 1210. TITLE XII CORRECTION. 

2 Title XII of the Dodd-Frank Wall Street Reform and 

3 Consumer Protection Act (124 Stat. 2129) is amended, 

4 in section 1208(b) (12 U.S.C. 5626(b)), by inserting ‘‘, 

5 as defined in section 103(10) of the Riegle Community 

6 Development and Regulatory Improvement Act of 1994 

7 (12 U.S.C. 4702(10)),’’ after ‘‘appropriated to the Fund’’. 

8 SEC. 1211. TITLE XIV CORRECTION. 

9 Title XIV of the Dodd-Frank Wall Street Reform and 

10 Consumer Protection Act (124 Stat. 2136) is amended, 

11 in section 1451(c) (12 U.S.C. 1701x–1(c)), by striking 

12 ‘‘pursuant’’. 

13 SEC. 1212. TECHNICAL CORRECTIONS TO OTHER STAT14 UTES. 

15 (a) ALTERNATIVE MORTGAGE TRANSACTION PARITY

16 ACT OF 1982.—The Alternative Mortgage Transaction 

17 Parity Act of 1982 (12 U.S.C. 3801 et seq.) is amended— 

18 (1) in section 802(a)(3) (12 U.S.C. 

19 3801(a)(3)), by striking ‘‘the Director of the Office 

20 of Thrift Supervision’’ and inserting ‘‘the Consumer 

21 Law Enforcement Agency’’; 

22 (2) in section 804 (12 U.S.C. 3803)— 

23 (A) in subsection (a), by striking ‘‘the Di24 rector of the Office of Thrift Supervision’’ each 

25 place such term appears and inserting ‘‘the 

26 Comptroller of the Currency’’; and 


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1 (B) in subsection (d)(1), by striking the 

2 comma after ‘‘Administration’’. 

3 (b) BANK HOLDING COMPANY ACT AMENDMENTS OF

4 1970.—Section 106(b)(1) of the Bank Holding Company 

5 Act Amendments of 1970 (12 U.S.C. 1972(1)) is amend6 ed, in the undesignated matter at the end, by striking 

7 ‘‘Federal Deposit Insurance Company’’ and inserting 

8 ‘‘Federal Deposit Insurance Corporation’’. 

9 (c) BALANCED BUDGET AND EMERGENCY DEFICIT

10 CONTROL ACT.—Section 255(g)(1)(A) of the Balanced 

11 Budget and Emergency Deficit Control Act of 1985 (2 

12 U.S.C. 905(g)(1)(A)) is amended by striking ‘‘Office of 

13 Thrift Supervision (20–4108–0–3–373).’’. 

14 (d) BRETTON WOODS AGREEMENTS ACT.—Section 

15 68(a)(1) of the Bretton Woods Agreements Act (22 U.S.C. 

16 286tt(a)(1)) is amended by striking ‘‘Fund ,’’ and insert17 ing ‘‘Fund,’’. 

18 (e) CAN-SPAM ACT OF 2003.—Section 7(b)(1)(D) 

19 of the CAN-SPAM Act of 2003 (15 U.S.C. 

20 7706(b)(1)(D)) is amended by striking ‘‘Director of the 

21 Office of Thrift Supervision’’ and inserting ‘‘Comptroller 

22 of the Currency or the Board of Directors of Federal De23 posit Insurance Corporation, as applicable,’’. 

24 (f) CHILDREN’S ONLINE PRIVACY PROTECTION ACT

25 OF 1998.—Section 1306(b)(2) of the Children’s Online 


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1 Privacy Protection Act of 1998 (15 U.S.C. 6505(b)(2)) 

2 is amended by striking ‘‘Director of the Office of Thrift 

3 Supervision’’ and inserting ‘‘Comptroller of the Currency 

4 and the Board of Directors of Federal Deposit Insurance 

5 Corporation, as applicable,’’. 

6 (g) COMMUNITY REINVESTMENT ACT OF 1977.—The 

7 Community Reinvestment Act of 1977 (12 U.S.C. 2901 

8 et seq.) is amended— 

9 (1) in section 803(1)(C) (12 U.S.C. 

10 2902(1)(C)), by striking the period at the end and 

11 inserting a semicolon; and 

12 (2) in section 806 (12 U.S.C. 2905), by striking 

13 ‘‘companies,,’’ and inserting ‘‘companies,’’. 

14 (h) CREDIT REPAIR ORGANIZATIONS ACT.—Section 

15 403(4) of the Credit Repair Organizations Act (15 U.S.C. 

16 1679a(4)) is amended by striking ‘‘103(e)’’ and inserting 

17 ‘‘103(f)’’. 

18 (i) DEPOSITORY INSTITUTION MANAGEMENT INTER19 LOCKS ACT.—Section 205(9) of the Depository Institution 

20 Management Interlocks Act (12 U.S.C. 3204(9)) is 

21 amended by striking ‘‘Director of the Office of Thrift Su22 pervision’’ and inserting ‘‘appropriate Federal banking 

23 agency’’. 

24 (j) ECONOMIC GROWTH AND REGULATORY PAPER25 WORK REDUCTION ACT OF 1996.—Section 2227(a)(1) of 


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1 the Economic Growth and Regulatory Paperwork Reduc2 tion Act of 1996 (12 U.S.C. 252(a)(1)) is amended by 

3 striking ‘‘the Director of the Office of Thrift Super4 vision,’’. 

5 (k) ELECTRONIC FUND TRANSFER ACT.—The Elec6 tronic Fund Transfer Act (15 U.S.C. 1693 et seq.) is 

7 amended— 

8 (1) in section 903 (15 U.S.C. 1693a)— 

9 (A) in paragraph (2), by striking ‘‘103(i)’’ 

10 and inserting ‘‘103(j)’’; and 

11 (B) by redesignating the first paragraph 

12 designated as paragraph (4) (defining the term 

13 ‘‘Board’’), as paragraph (3); 

14 (2) in section 904(a) (15 U.S.C. 1693b(a))— 

15 (A) by redesignating the second paragraph 

16 designated as paragraph (1) (relating to con17 sultation with other agencies), the second para18 graph designated as paragraph (2) (relating to 

19 the preparation of an analysis of economic im20 pact), paragraph (3), and paragraph (4), as 

21 subparagraphs (A), (B), (C), and (D), respec22 tively, and adjusting the margins accordingly; 

23 and 


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1 (B) by striking ‘‘In prescribing such regu2 lations, 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. 

10 1693o(a)(4), by striking ‘‘Act and’’ and inserting 

11 ‘‘Act; and’’; 

12 (5) by redesignating the section added by sec13 tion 1073(4) of the Dodd-Frank Wall Street Reform 

14 and Consumer Protection Act (relating to remittance 

15 transfers) (15 U.S.C. 1693o–1) as section 920 of 

16 the Electronic Fund Transfer Act; 

17 (6) by redesignating the section headed ‘‘Rela18 tion to State laws’’ (15 U.S.C. 1693q) as section 

19 921 of the Electronic Fund Transfer Act; 

20 (7) by redesignating the section headed ‘‘Ex21 emption for State regulation’’ (15 U.S.C. 1693r) as 

22 section 922 of the Electronic Fund Transfer Act; 

23 and 


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1 (8) by redesignating the section headed ‘‘Effec2 tive date’’ (15 U.S.C. 1693 note) as section 923 of 

3 the Electronic Fund Transfer Act. 

4 (l) EMERGENCY ECONOMIC STABILIZATION ACT OF

5 2008.—Section 101(b) of the Emergency Economic Sta6 bilization Act of 2008 (12 U.S.C. 5211(b)) is amended 

7 by striking ‘‘the Director of the Office of Thrift Super8 vision,’’. 

9 (m) EQUAL CREDIT OPPORTUNITY ACT.—The Equal 

10 Credit Opportunity Act (15 U.S.C. 1691 et seq.) is 

11 amended— 

12 (1) in section 703 (15 U.S.C. 1691b)— 

13 (A) in each of subsections (c) and (d), by 

14 striking ‘‘paragraph’’ each place that term ap15 pears and inserting ‘‘subsection’’; and 

16 (B) in subsection (g), by adding a period 

17 at the end; 

18 (2) in section 704 (15 U.S.C. 1691c)— 

19 (A) in subsection (a)— 

20 (i) by striking ‘‘Consumer Protection 

21 Financial Protection Act of 2010 with’’ 

22 and inserting ‘‘Consumer Financial Protec23 tion Act of 2010, compliance with’’; 

24 (ii) in paragraph (1)— 


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1 (I) by striking ‘‘section 8’’ and 

2 inserting ‘‘Section 8’’; and 

3 (II) in subparagraph (C), by 

4 striking ‘‘banks;’’ and inserting 

5 ‘‘banks.’’; 

6 (iii) in each of paragraphs (6) and 

7 (7), by striking the semicolon at the end 

8 and inserting a period; and 

9 (iv) in paragraph (8), by striking ‘‘; 

10 and’’ and inserting a period; and 

11 (B) in subsection (c), in the second sen12 tence, by striking ‘‘subchapter’’ and inserting 

13 ‘‘title’’; and 

14 (3) in section 706(k) (15 U.S.C. 1691e(k)), by 

15 striking ‘‘, (2), or (3)’’ and inserting ‘‘or (2)’’. 

16 (n) EXPEDITED FUNDS AVAILABILITY ACT.—The 

17 Expedited Funds Availability Act (12 U.S.C. 4001 et seq.) 

18 is amended— 

19 (1) in section 605(f)(2)(A) (12 U.S.C. 

20 4004(f)(2)(A)), by striking ‘‘,,’’ and inserting a 

21 semicolon; and 

22 (2) in section 610(a)(2) (12 U.S.C. 

23 4009(a)(2)), by striking ‘‘Director of the Office of 

24 Thrift Supervision’’ and inserting ‘‘Comptroller of 

25 the Currency and the Board of Directors of the FedVerDate Sep 11 2014 02:32 Apr 27, 2017 Jkt 069200 PO 00000 Frm 00568 Fmt 6652 Sfmt 6201 E:\BILLS\H10.IH H10

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1 eral Deposit Insurance Corporation, as appro2 priate,’’. 

3 (o) FAIR CREDIT REPORTING ACT.—The Fair Credit 

4 Reporting Act (15 U.S.C. 1681 et seq.) is amended— 

5 (1) in section 603 (15 U.S.C. 1681a)— 

6 (A) in subsection (d)(2)(D), by striking 

7 ‘‘(x)’’ and inserting ‘‘(y)’’; 

8 (B) in subsection (q)(5), by striking 

9 ‘‘103(i)’’ and inserting ‘‘103(j)’’; and 

10 (C) in subsection (v), by striking ‘‘Bureau’’ 

11 and inserting ‘‘Federal Trade Commission’’; 

12 (2) in section 604 (15 U.S.C. 1681b)— 

13 (A) in subsection (b)— 

14 (i) in paragraph (2)(B)(i), by striking 

15 ‘‘section 615(a)(3)’’ and inserting ‘‘section 

16 615(a)(4)’’; 

17 (ii) in paragraph (3)(B)(ii), by strik18 ing ‘‘clause (B)(i)(IV)’’ and inserting 

19 ‘‘clause (i)(IV)’’; 

20 (iii) in paragraph (4)(A)(ii), by insert21 ing ‘‘and’’ after the semicolon; and 

22 (iv) by striking ‘‘section 609(c)(3)’’ 

23 each place that term appears and inserting 

24 ‘‘section 609(c)’’; and 


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1 (B) in subsection (g)(5), by striking 

2 ‘‘PARAGRAPH (2).—’’ and all that follows 

3 through ‘‘The Bureau’’ and inserting ‘‘PARA4 GRAPH (2).—The Agency’’; 

5 (3) in section 605 (15 U.S.C. 1681c)— 

6 (A) in subsection (f), by striking ‘‘who’’ 

7 and inserting ‘‘which’’; and 

8 (B) in subsection (h)(2)(A)— 

9 (i) by striking ‘‘shall,,’’ and inserting 

10 ‘‘shall,’’; and 

11 (ii) by striking ‘‘Commission,,’’ and 

12 inserting ‘‘Commission,’’; 

13 (4) in section 605A(h)(1)(A) (15 U.S.C. 1681c– 

14 1(h)(1)(A)), by striking ‘‘103(i)’’ and inserting 

15 ‘‘103(j)’’; 

16 (5) in section 607(e)(3)(A) (15 U.S.C. 

17 1681e(e)(3)(A)), by striking ‘‘section 

18 604(b)(4)(E)(i)’’ and inserting ‘‘section 

19 604(b)(4)(D)(i)’’; 

20 (6) in section 609 (15 U.S.C. 1681g)— 

21 (A) in subsection (a)(3)(C)(i), by striking 

22 ‘‘section 604(b)(4)(E)(i)’’ and inserting ‘‘sec23 tion 604(b)(4)(D)(i)’’; 

24 (B) in subsection (c)(1)— 


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1 (i) in the paragraph heading, by strik2 ing ‘‘COMMISSION’’ and inserting ‘‘BU3 REAU’’; and 

4 (ii) in subparagraph (B)(vi), by strik5 ing ‘‘603(w)’’ and inserting ‘‘603(x)’’; 

6 (C) in subsection (e)(2)(B)(ii)(II), by strik7 ing ‘‘an’’; and 

8 (D) by striking ‘‘The Commission’’ each 

9 place that term appears and inserting ‘‘The Bu10 reau’’; 

11 (7) in section 610 (15 U.S.C. 1681h)— 

12 (A) in subsection (b)(1), by inserting ‘‘sec13 tion’’ after ‘‘under’’; and 

14 (B) in subsection (e), by inserting a 

15 comma after ‘‘on the report’’; 

16 (8) in section 611 (15 U.S.C. 1681i), by strik17 ing ‘‘The Commission’’ each place that term appears 

18 and inserting ‘‘The Agency’’; 

19 (9) in section 612 (15 U.S.C. 1681j)— 

20 (A) in subsection (a)(1)— 

21 (i) by striking ‘‘(w)’’ and inserting 

22 ‘‘(x)’’; and 

23 (ii) in subparagraph (C), by striking 

24 ‘‘603(w)’’ each place that term appears 

25 and inserting ‘‘603(x)’’; 


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1 (B) in subsection (g), by striking 

2 ‘‘televison’’ and inserting ‘‘television’’; and 

3 (C) by striking ‘‘The Commission’’ each 

4 place that term appears and inserting ‘‘The Bu5 reau’’; 

6 (10) in section 621 (15 U.S.C. 1681s)— 

7 (A) in subsection (a)(1), in the first sen8 tence, by striking ‘‘, subsection (b)’’; 

9 (B) in subsection (e)(2), by inserting a pe10 riod after ‘‘provisions of this title’’; and 

11 (C) in subsection (f)(2), by striking ‘‘The 

12 Commission’’ and inserting ‘‘The Agency’’ and 

13 (11) in section 623(a)(5) (15 U.S.C. 1681s– 

14 2(a)(5)), by striking ‘‘OF ACCOUNTS.—(A) IN GEN15 ERAL.—A person’’ and inserting ‘‘OF ACCOUNTS.— 

16 ‘‘(A) IN GENERAL.—A person’’. 

17 (p) FEDERAL CREDIT UNION ACT.—Section 

18 206(g)(7)(D)(iv) of the Federal Credit Union Act (12 

19 U.S.C. 1786(g)(7)(D)(iv)) is amended by striking the 

20 semicolon at the end and inserting a period. 

21 (q) FEDERAL DEPOSIT INSURANCE ACT.—The Fed22 eral Deposit Insurance Act (12 U.S.C. 1811 et seq.) is 

23 amended— 

24 (1) in section 3(q)(2)(C) (12 U.S.C. 

25 1813(q)(2)(C)), by adding ‘‘and’’ at the end; 


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1 (2) in section 7 (12 U.S.C. 1817)— 

2 (A) in subsection (b)(2)— 

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

4 ‘‘(D)’’ and inserting ‘‘(C)’’; and 

5 (ii) by redesignating subparagraphs 

6 (D) and (E) as subparagraphs (C) and 

7 (D), respectively; and 

8 (B) in subsection (e)(2)(C), by adding a 

9 period at the end; 

10 (3) in section 8 (12 U.S.C. 1818)— 

11 (A) in subsection (b)(3), by striking 

12 ‘‘Act))’’ and inserting ‘‘Act)’’; and 

13 (B) in subsection (t)(2)(C), by striking 

14 ‘‘depositors or’’ and inserting ‘‘depositors; or’’; 

15 (4) in section 11 (12 U.S.C. 1821)— 

16 (A) in subsection (d)(2)(I)(ii), by striking 

17 ‘‘and section 21A(b)(4)’’; and 

18 (B) in subsection (m), in each of para19 graphs (16) and (18), by striking the comma 

20 after ‘‘Comptroller of the Currency’’ each place 

21 it appears; and 

22 (5) in section 26(a) (12 U.S.C. 1831c(a)), by 

23 striking ‘‘Holding Company Act’’ each place that 

24 term appears and inserting ‘‘Holding Company Act 

25 of 1956’’. 


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1 (r) FEDERAL FIRE PREVENTION AND CONTROL ACT

2 OF 1974.—Section 31(a)(5)(B) of the Federal Fire Pre3 vention and Control Act of 1974 (15 U.S.C. 

4 2227(a)(5)(B)) is amended by striking ‘‘the Federal De5 posit Insurance Corporation’’ and all that follows through 

6 the period and inserting ‘‘or the Federal Deposit Insur7 ance Corporation under the affordable housing program 

8 under section 40 of the Federal Deposit Insurance Act.’’. 

9 (s) FEDERAL HOME LOAN BANK ACT.—The Federal 

10 Home Loan Bank Act (12 U.S.C. 1421 et seq.) is amend11 ed— 

12 (1) in section 10(h)(1) (12 U.S.C. 1430(h)(1)), 

13 by striking ‘‘Director of the Office of Thrift Super14 vision’’ and inserting ‘‘Comptroller of the Currency 

15 or the Board of Directors of the Federal Deposit In16 surance Corporation, as applicable’’; and 

17 (2) in section 22(a) (12 U.S.C. 1442(a))— 

18 (A) in the matter preceding paragraph (1), 

19 by striking ‘‘Comptroller of the Currency’’ and 

20 all that follows through ‘‘Supervision’’ and in21 serting ‘‘Comptroller of the Currency, the 

22 Chairman of the Board of Governors of the 

23 Federal Reserve System, the Chairperson of the 

24 Federal Deposit Insurance Corporation, and the 


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1 Chairman of the National Credit Union Admin2 istration’’; and 

3 (B) in the undesignated matter following 

4 paragraph (2), by striking ‘‘Comptroller of the 

5 Currency’’ and all that follows through ‘‘Super6 vision’’ and inserting ‘‘Comptroller of the Cur7 rency, the Chairman of the Board of Governors 

8 of the Federal Reserve System, and the Chair9 man of the National Credit Union Administra10 tion’’. 

11 (t) FEDERAL RESERVE ACT.—Paragraph (8)(B) of 

12 section 11(s) of the Federal Reserve Act (headed ‘‘Federal 

13 Reserve Transparency and Release of Information’’) (12 

14 U.S.C. 248) is amended by striking ‘‘this section’’ and in15 serting ‘‘this subsection’’. 

16 (u) FINANCIAL INSTITUTIONS REFORM, RECOVERY, 

17 AND ENFORCEMENT ACT OF 1989.—The Financial Insti18 tutions Reform, Recovery, and Enforcement Act of 1989 

19 (Public Law 101–73; 103 Stat. 183) is amended in section 

20 1121(6) (12 U.S.C. 3350(6)), by striking ‘‘the Office of 

21 Thrift Supervision,’’. 

22 (v) GRAMM-LEACH-BLILEY ACT.—The Gramm23 Leach-Bliley Act (Public Law 106–102; 113 Stat. 1338) 

24 is amended— 


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1 (1) in section 132(a) (12 U.S.C. 1828b(a)), by 

2 striking ‘‘the Director of the Office of Thrift Super3 vision,’’; 

4 (2) in section 206(a) (15 U.S.C. 78c note), by 

5 striking ‘‘Except as provided in subsection (e), for’’ 

6 and inserting ‘‘For’’; 

7 (3) in section 502(e)(5) (15 U.S.C. 6802(e)(5)), 

8 by striking ‘‘a Federal’’ and inserting ‘‘, a Federal’’; 

9 (4) in section 504(a)(2) (15 U.S.C. 

10 6804(a)(2)), by striking ‘‘and, as appropriate, and 

11 with’’ and inserting ‘‘and, as appropriate, with’’; 

12 (5) in section 509(2) (15 U.S.C. 6809(2))— 

13 (A) by striking subparagraph (D); and 

14 (B) by redesignating subparagraphs (E) 

15 and (F) as subparagraphs (D) and (E), respec16 tively; and 

17 (6) in section 522(b)(1)(A)(iv) (15 U.S.C. 

18 6822(b)(1)(A)(iv)), by striking ‘‘Director of the Of19 fice of Thrift Supervision’’ and inserting ‘‘Comp20 troller of the Currency and the Board of Directors 

21 of the Federal Deposit Insurance Corporation, as 

22 appropriate’’. 

23 (w) HELPING FAMILIES SAVE THEIR HOMES ACT OF

24 2009.—Section 104 of the Helping Families Save Their 

25 Homes Act of 2009 (12 U.S.C. 1715z–25) is amended— 


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1 (1) in subsection (a)— 

2 (A) by striking ‘‘and the Director of the 

3 Office of Thrift Supervision, shall jointly’’ and 

4 inserting ‘‘shall’’; 

5 (B) by striking ‘‘and the Office of Thrift 

6 Supervision’’; and 

7 (C) by striking ‘‘each such’’ and inserting 

8 ‘‘such’’; and 

9 (2) in subsection (b)(1)— 

10 (A) in subparagraph (A)— 

11 (i) in the first sentence— 

12 (I) by striking ‘‘and the Director 

13 of the Office of Thrift Supervision,’’; 

14 and 

15 (II) by striking ‘‘or the Direc16 tor’’; 

17 (ii) in the second sentence, by striking 

18 ‘‘and the Director of the Office of Thrift 

19 Supervision’’; and 

20 (B) in subparagraph (B), by striking ‘‘and 

21 the Director of the Office of Thrift Super22 vision’’. 

23 (x) HOME MORTGAGE DISCLOSURE ACT OF 1975.— 

24 The Home Mortgage Disclosure Act of 1975 (12 U.S.C. 

25 2801 et seq.) is amended— 


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1 (1) in section 304— 

2 (A) in subsection (b)(5)(A), by striking 

3 ‘‘15 U.S.C. 1602(aa)(4)’’ and inserting ‘‘section 

4 103(aa)(4) of the Truth in Lending Act’’; and 

5 (B) in subsection (j)(3) (12 U.S.C. 

6 2803(j)(3)), by adding a period at the end; and 

7 (2) in section 305(b)(1)(A)(iii) (12 U.S.C. 

8 2804(b)(1)(A)(iii)), by striking ‘‘bank as,’’ and in9 serting ‘‘bank, as’’. 

10 (y) HOME OWNERS’ LOAN ACT.—The Home Owners’ 

11 Loan Act (12 U.S.C. 1461 et seq.) is amended— 

12 (1) in section 5 (12 U.S.C. 1464)— 

13 (A) in subsection (d)(2)(E)(ii)— 

14 (i) in the first sentence, by striking 

15 ‘‘Except as provided in section 21A of the 

16 Federal Home Loan Bank Act, the’’ and 

17 inserting ‘‘The’’; and 

18 (ii) by striking ‘‘, at the Director’s 

19 discretion,’’; 

20 (B) in subsection (i)(6), by striking ‘‘the 

21 Office of Thrift Supervision or’’; 

22 (C) in subsection (m), by striking ‘‘Direc23 tor’s’’ each place that term appears and insert24 ing ‘‘appropriate Federal banking agency’s’’; 


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1 (D) in subsection (n)(9)(B), by striking 

2 ‘‘Director’s’’ and inserting ‘‘Comptroller’s’’; and 

3 (E) in subsection (s)— 

4 (i) in paragraph (1)— 

5 (I) in the matter preceding sub6 paragraph (A), by striking ‘‘of such 

7 Act)’’ and all that follows through 

8 ‘‘shall require’’ and inserting ‘‘of such 

9 Act), the appropriate Federal banking 

10 agency shall require’’; and 

11 (II) in subparagraph (B), by 

12 striking ‘‘other methods’’ and all that 

13 follows through ‘‘determines’’ and in14 serting ‘‘other methods as the appro15 priate Federal banking agency deter16 mines’’; 

17 (ii) in paragraph (2)— 

18 (I) by striking ‘‘DETERMINED’’ 

19 and all that follows through ‘‘may, 

20 consistent’’ and inserting ‘‘DETER21 MINED BY APPROPRIATE FEDERAL

22 BANKING AGENCY CASE-BY-CASE.— 

23 The appropriate Federal banking 

24 agency may, consistent’’; and 


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1 (II) by striking ‘‘capital-to-as2 sets’’ and all that follows through 

3 ‘‘determines to be necessary’’ and in4 serting ‘‘capital-to-assets as the ap5 propriate Federal banking agency de6 termines to be necessary’’; 

7 (2) in section 6(c) (12 U.S.C. 1465(c)), by 

8 striking ‘‘sections’’ and inserting ‘‘section’’; 

9 (3) in section 10 (12 U.S.C. 1467a)— 

10 (A) in subsection (b)(6), by striking 

11 ‘‘time’’ and all that follows through ‘‘release’’ 

12 and inserting ‘‘time, upon the motion or appli13 cation of the Board, release’’; 

14 (B) in subsection (c)(2)(H)— 

15 (i) in the matter preceding clause 

16 (i)— 

17 (I) by striking ‘‘1841(p))’’ and 

18 inserting ‘‘1841(p)))’’; and 

19 (II) by inserting ‘‘(12 U.S.C. 

20 1843(k))’’ before ‘‘if—’’; and 

21 (ii) in clause (i), by inserting ‘‘of 1956 

22 (12 U.S.C. 1843(l) and (m))’’ after ‘‘Com23 pany Act’’; and 

24 (C) in subsection (e)(7)(B)(iii)— 


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1 (i) by striking ‘‘Board of the Office of 

2 Thrift Supervision’’ and inserting ‘‘Direc3 tor of the Office of Thrift Supervision’’; 

4 and 

5 (ii) by inserting ‘‘, as defined in sec6 tion 2 of the Dodd-Frank Wall Street Re7 form and Consumer Protection Act (12 

8 U.S.C. 5301)’’ after ‘‘transfer date’’; and 

9 (4) in section 13 (12 U.S.C. 1468b), by striking 

10 ‘‘the a’’ and inserting ‘‘a’’. 

11 (z) HOUSING ACT OF 1948.—Section 502(c)(3) of 

12 the Housing Act of 1948 (12 U.S.C. 1701c(c)(3)) is 

13 amended by striking ‘‘Federal Home Loan Bank Agency’’ 

14 and inserting ‘‘Federal Housing Finance Agency’’. 

15 (aa) HOUSING AND URBAN DEVELOPMENT ACT OF

16 1968.—Section 106(h)(5) of the Housing and Urban De17 velopment Act of 1968 (12 U.S.C. 1701x(h)(5)) is amend18 ed by striking ‘‘authorised’’ and inserting ‘‘authorized’’. 

19 (bb) INTERNATIONAL BANKING ACT OF 1978.—Sec20 tion 15 of the International Banking Act of 1978 (12 

21 U.S.C. 3109) is amended— 

22 (1) in each of subsections (a) and (b)— 

23 (A) by striking ‘‘, and Director of the Of24 fice of Thrift Supervision’’ each place that term 

25 appears; and 


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1 (B) by inserting ‘‘and’’ before ‘‘Federal 

2 Deposit’’ each place that term appears; 

3 (2) in subsection (a), by striking ‘‘Comptroller, 

4 Corporation, or Director’’ and inserting ‘‘Comp5 troller of the Currency, or Corporation’’; and 

6 (3) in subsection (c)(4)— 

7 (A) by inserting ‘‘and’’ before ‘‘the Federal 

8 Deposit’’; and 

9 (B) by striking ‘‘, and the Director of the 

10 Office of Thrift Supervision’’. 

11 (cc) INTERNATIONAL LENDING SUPERVISION ACT OF

12 1983.—Section 912 of the International Lending Super13 vision Act of 1983 (12 U.S.C. 3911) is amended— 

14 (1) by amending the section heading to read as 

15 follows: ‘‘EQUAL REPRESENTATION FOR FED16 ERAL DEPOSIT INSURANCE CORPORATION’’; 

17 (2) by striking ‘‘(a) IN GENERAL.—’’; and 

18 (3) by striking subsection (b). 

19 (dd) INTERSTATE LAND SALES FULL DISCLOSURE

20 ACT.—The Interstate Land Sales Full Disclosure Act (15 

21 U.S.C. 1701 et seq.) is amended in each of section 

22 1411(b) (15 U.S.C. 1710(b)) and subsections (b)(4) and 

23 (d) of section 1418a (15 U.S.C. 1717a), by striking ‘‘Sec24 retary’s’’ each place that term appears and inserting ‘‘Di25 rector’s’’. 


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1 (ee) LEGAL CERTAINTY FOR BANK PRODUCTS ACT

2 OF 2000.—Section 403(b)(1) of the Legal Certainty for 

3 Bank Products Act of 2000 (7 U.S.C. 27a(b)(1)) is 

4 amended by striking ‘‘that section’’ and inserting ‘‘sec5 tion’’. 

6 (ff) PUBLIC LAW 93–495.—Section 111 of Public 

7 Law 93–495 (12 U.S.C. 250) is amended by striking ‘‘the 

8 Director of the Office of Thrift Supervision,’’. 

9 (gg) REVISED STATUTES OF THE UNITED STATES.— 

10 Section 5136C(i) of the Revised Statutes of the United 

11 States (12 U.S.C. 25b(i)) is amended by striking ‘‘POW12 ERS.—’’ and all that follows through ‘‘In accordance’’ and 

13 inserting ‘‘POWERS.—In accordance’’. 

14 (hh) RIEGLE COMMUNITY DEVELOPMENT AND REG15 ULATORY IMPROVEMENT ACT OF 1994.—Section 117(e) 

16 of the Riegle Community Development and Regulatory 

17 Improvement Act of 1994 (12 U.S.C. 4716(e)) is amended 

18 by striking ‘‘the Director of the Office of Thrift Super19 vision,’’. 

20 (ii) S.A.F.E. MORTGAGE LICENSING ACT OF 2008.— 

21 Section 1514 of the S.A.F.E. Mortgage Licensing Act of 

22 2008 (12 U.S.C. 5113) is amended in each of subsections 

23 (b)(5) and (c)(4)(C), by striking ‘‘Secretary’s’’ each place 

24 that term appears and inserting ‘‘Director’s’’. 


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1 (jj) SECURITIES EXCHANGE ACT OF 1934.—The Se2 curities Exchange Act of 1934 (15 U.S.C. 78a et seq.) 

3 is amended— 

4 (1) in section 3C(g)(4)(B)(v) (15 U.S.C. 78c– 

5 3(g)(4)(B)(v)), by striking ‘‘of that Act’’ and insert6 ing ‘‘of that section’’; 

7 (2) in section 3D(d)(10)(A) (15 U.S.C. 78c– 

8 4(d)(10)(A)), by striking ‘‘taking’’ and inserting 

9 ‘‘take’’; 

10 (3) in section 3E(b)(1) (15 U.S.C. 78c– 

11 5(b)(1)), by striking ‘‘though’’ and inserting 

12 ‘‘through’’; 

13 (4) in section 4(g)(8)(A) (15 U.S.C. 

14 78d(g)(8)(A)), by striking ‘‘(2)(A)(i)’’ and inserting 

15 ‘‘(2)(A)(ii)’’; 

16 (5) in section 15 (15 U.S.C. 78o)— 

17 (A) in each of subparagraphs (B)(ii) and 

18 (C) of subsection (b)(4), by striking ‘‘dealer 

19 municipal advisor,,’’ and inserting ‘‘dealer, mu20 nicipal advisor,’’; 

21 (B) by redesignating subsection (j) (relat22 ing to the authority of the Commission) as sub23 section (p) and moving that subsection to the 

24 end; 


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1 (C) as amended by section 841(d), by re2 designating the section subsection (k) and sec3 ond subsection (l) (relating to standard of con4 duct and other matters, respectively), as added 

5 by section 913(g)(1) of the Dodd-Frank Wall 

6 Street Reform and Consumer Protection Act 

7 (124 Stat. 1828), as subsections (q) and (r), re8 spectively and moving those subsections to the 

9 end; and 

10 (D) in subsection (m), by inserting ‘‘the’’ 

11 before ‘‘same extent’’; 

12 (6) in section 15F(h) (15 U.S.C. 78o–10(h))— 

13 (A) in paragraph (2)(A), by inserting ‘‘a’’ 

14 after ‘‘that acts as an advisor to’’; 

15 (B) in paragraph (2)(B), by inserting ‘‘a’’ 

16 after ‘‘offers to enter into’’; and 

17 (C) in paragraph (5)(A)(i)— 

18 (i) by inserting ‘‘(A)’’ after ‘‘(18)’’; 

19 and 

20 (ii) in subclause (VII), by striking 

21 ‘‘act of’’ and inserting ‘‘Act of’’; 

22 (7) in section 15G (15 U.S.C. 78o–11)— 

23 (A) in subsection (b)(2), by inserting 

24 ‘‘Board of Directors of the’’ before ‘‘Federal 

25 Housing’’; 


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1 (B) in subsection (e)(4)(A), by striking 

2 ‘‘subsection’’ and inserting ‘‘section’’; 

3 (C) in subsection (e)(4)(C)— 

4 (i) by striking ‘‘129C(c)(2)’’ and in5 serting ‘‘129C(b)(2)(A)’’; and 

6 (ii) by inserting ‘‘(15 U.S.C. 

7 1639c(b)(2)(A))’’ after ‘‘Lending Act’’; 

8 and 

9 (D) in subsection (e)(5), by striking ‘‘sub10 section’’ and inserting ‘‘section’’; and 

11 (8) in section 17A (15 U.S.C. 78q–1), by redes12 ignating subsection (g), as added by section 929W 

13 of the Dodd-Frank Wall Street Reform and Con14 sumer Protection Act (relating to due diligence for 

15 the delivery of dividends, interest, and other valuable 

16 property rights) as subsection (n) and moving that 

17 subsection to the end. 

18 (kk) TELEMARKETING AND CONSUMER FRAUD AND

19 ABUSE PREVENTION ACT.—Section 3(b) of the Tele20 marketing and Consumer Fraud and Abuse Prevention 

21 Act (15 U.S.C. 6102(b)) is amended by inserting before 

22 the period at the end the following: ‘‘, provided, however, 

23 nothing in this section shall conflict with or supersede sec24 tion 6 of the Federal Trade Commission Act (15 U.S.C. 

25 46)’’. 


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1 (ll) TITLE 5.—Title 5, United States Code, is amend2 ed— 

3 (1) in section 3132(a)(1)(D), as amended by 

4 section 711, by striking ‘‘the Office of Thrift Super5 vision,, the Resolution Trust Corporation,’’; and 

6 (2) in section 5314, by striking ‘‘Director of the 

7 Office of Thrift Supervision.’’. 

8 (mm) TITLE 31.— 

9 (1) AMENDMENTS.—Title 31, United States 

10 Code, is amended— 

11 (A) by striking section 309; and 

12 (B) in section 714(d)(3)(B) by striking ‘‘a 

13 audit’’ and inserting ‘‘an audit’’. 

14 (2) ANALYSIS.—The analysis for subchapter I 

15 of chapter 3 of title 31, United States Code, is 

16 amended by striking the item relating to section 

17 309. 

18 (nn) TRUTH IN LENDING ACT.—The Truth in Lend19 ing Act (15 U.S.C. 1601 et seq.) is amended— 

20 (1) in section 105 (15 U.S.C. 1604), by insert21 ing subsection (h), as added by section 1472(c) of 

22 the Dodd-Frank Wall Street Reform and Consumer 

23 Protection Act (124 Stat. 2187), before subsection 

24 (i), as added by section 1100A(7) of that Act (124 

25 Stat. 2108); 


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1 (2) in section 106(f)(2)(B)(i) (15 U.S.C. 

2 1605(f)(2)(B)(i)), by striking ‘‘103(w)’’ and insert3 ing ‘‘103(x)’’; 

4 (3) in section 121(b) (15 U.S.C. 1631(b)), by 

5 striking ‘‘103(f)’’ and inserting ‘‘103(g)’’; 

6 (4) in section 122(d)(5) (15 U.S.C. 

7 1632(d)(5)), by striking ‘‘section 603)’’ and all that 

8 follows through ‘‘promulgate’’ and inserting ‘‘section 

9 603), may promulgate’’; 

10 (5) in section 125(e)(1) (15 U.S.C. 1635(e)(1)), 

11 by striking ‘‘103(w)’’ and inserting ‘‘103(x)’’; 

12 (6) in section 129 (15 U.S.C. 1639)— 

13 (A) in subsection (q), by striking ‘‘(l)(2)’’ 

14 and inserting ‘‘(p)(2)’’; and 

15 (B) in subsection (u)(3), by striking 

16 ‘‘Board’’ each place that term appears and in17 serting ‘‘Agency’’; 

18 (7) in section 129C (15 U.S.C. 1639c)— 

19 (A) in subsection (b)(2)(B), by striking the 

20 second period at the end; and 

21 (B) in subsection (c)(1)(B)(ii)(I), by strik22 ing ‘‘a original’’ and inserting ‘‘an original’’; 

23 (8) in section 148(d) (15 U.S.C. 1665c(d)), by 

24 striking ‘‘Bureau’’ and inserting ‘‘Board’’; 

25 (9) in section 149 (15 U.S.C. 1665d)— 


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1 (A) by striking ‘‘the Director of the Office 

2 of Thrift Supervision,’’ each place that term ap3 pears; 

4 (B) by striking ‘‘National Credit Union 

5 Administration Bureau’’ and inserting ‘‘Na6 tional Credit Union Administration Board’’ 

7 each place that term appears; and 

8 (C) by striking ‘‘Bureau of Directors of 

9 the Federal Deposit Insurance Corporation’’ 

10 and inserting ‘‘Board of Directors of the Fed11 eral Deposit Insurance Corporation’’ each place 

12 that term appears; and 

13 (10) in section 181(1) (15 U.S.C. 1667(1)), by 

14 striking ‘‘103(g)’’ and inserting ‘‘103(h)’’. 

15 (oo) TRUTH IN SAVINGS ACT.—The Truth in Savings 

16 Act (12 U.S.C. 4301 et seq.) is amended in each of sec17 tions 269(a)(4) (12 U.S.C. 4308(a)(4)), 270(a)(2) (12 

18 U.S.C. 4309(a)(2)), and 274(6) (12 U.S.C. 4313(6)), by 

19 striking ‘‘Administration Bureau’’ each place that term 

20 appears and inserting ‘‘Administration Board’’. 

Æ 


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