384 
‘‘SEC. 40. SMALL BUSINESS CAPITAL FORMATION ADVISORY 
COMMITTEE. 
‘‘(a) ESTABLISHMENT AND PURPOSE.— 
‘‘(1) 
ESTABLISHMENT.—There 
is 
established 
within the Commission the Small Business Capital 
Formation Advisory Committee (hereafter in this sec-
tion referred to as the ‘Committee’). 
‘‘(2) FUNCTIONS.— 
‘‘(A) IN
GENERAL.—The Committee shall 
provide the Commission with advice on the Com-
mission’s rules, regulations, and policies with re-
gard to the Commission’s mission of protecting 
investors, maintaining fair, orderly, and effi-
cient markets, and facilitating capital forma-
tion, as such rules, regulations, and policies re-
late to— 
‘‘(i) capital raising by emerging, pri-
vately held small businesses (‘emerging com-
panies’) and publicly traded companies 
with less than $250,000,000 in public mar-
ket capitalization (‘smaller public compa-
nies’) through securities offerings, including 
private and limited offerings and initial 
and other public offerings; 
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‘‘(ii) trading in the securities of emerg-
ing companies and smaller public compa-
nies; and 
‘‘(iii) public reporting and corporate 
governance requirements of emerging com-
panies and smaller public companies. 
‘‘(B) LIMITATION.—The Committee shall 
not provide any advice with respect to any poli-
cies, practices, actions, or decisions concerning 
the Commission’s enforcement program. 
‘‘(b) MEMBERSHIP.— 
‘‘(1) IN GENERAL.—The members of the Com-
mittee shall be— 
‘‘(A) the Advocate for Small Business Cap-
ital Formation; 
‘‘(B) not fewer than 10, and not more than 
20, members appointed by the Commission, from 
among individuals— 
‘‘(i) who represent— 
‘‘(I) emerging companies engaging 
in private and limited securities offer-
ings or considering initial public offer-
ings (‘IPO’) (including the companies’ 
officers and directors); 
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‘‘(II) the professional advisors of 
such companies (including attorneys, 
accountants, investment bankers, and 
financial advisors); and 
‘‘(III) the investors in such com-
panies (including angel investors, ven-
ture capital funds, and family offices); 
‘‘(ii) who are officers or directors of 
minority-owned 
small 
businesses 
and 
women-owned small businesses; 
‘‘(iii) who represent— 
‘‘(I) smaller public companies (in-
cluding the companies’ officers and di-
rectors); 
‘‘(II) the professional advisors of 
such companies (including attorneys, 
auditors, underwriters, and financial 
advisors); and 
‘‘(III) the pre-IPO and post-IPO 
investors in such companies (both in-
stitutional, such as venture capital 
funds, and individual, such as angel 
investors); and 
‘‘(iv) who represent participants in the 
marketplace for the securities of emerging 
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387 
companies and smaller public companies, 
such as securities exchanges, alternative 
trading systems, analysts, information proc-
essors, and transfer agents; and 
‘‘(C) 3 non-voting members— 
‘‘(i) 1 of whom shall be appointed by 
the Investor Advocate; 
‘‘(ii) 1 of whom shall be appointed by 
the North American Securities Administra-
tors Association; and 
‘‘(iii) 1 of whom shall be appointed by 
the Administrator of the Small Business 
Administration. 
‘‘(2) TERM.—Each member of the Committee ap-
pointed under subparagraph (B), (C)(ii), or (C)(iii) 
of paragraph (1) shall serve for a term of 4 years. 
‘‘(3) MEMBERS NOT COMMISSION EMPLOYEES.— 
Members appointed under subparagraph (B), (C)(ii), 
or (C)(iii) of paragraph (1) shall not be treated as 
employees or agents of the Commission solely because 
of membership on the Committee. 
‘‘(c) CHAIRMAN; VICE CHAIRMAN; SECRETARY; AS-
SISTANT SECRETARY.— 
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388 
‘‘(1) IN GENERAL.—The members of the Com-
mittee shall elect, from among the members of the 
Committee— 
‘‘(A) a chairman; 
‘‘(B) a vice chairman; 
‘‘(C) a secretary; and 
‘‘(D) an assistant secretary. 
‘‘(2) TERM.—Each member elected under para-
graph (1) shall serve for a term of 3 years in the ca-
pacity for which the member was elected under para-
graph (1). 
‘‘(d) MEETINGS.— 
‘‘(1) FREQUENCY OF MEETINGS.—The Committee 
shall meet— 
‘‘(A) not less frequently than four times an-
nually, at the call of the chairman of the Com-
mittee; and 
‘‘(B) from time to time, at the call of the 
Commission. 
‘‘(2) NOTICE.—The chairman of the Committee 
shall give the members of the Committee written no-
tice of each meeting, not later than 2 weeks before the 
date of the meeting. 
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389 
‘‘(e) COMPENSATION AND TRAVEL EXPENSES.—Each 
member of the Committee who is not a full-time employee 
of the United States shall— 
‘‘(1) be entitled to receive compensation at a rate 
not to exceed the daily equivalent of the annual rate 
of basic pay in effect for a position at level V of the 
Executive Schedule under section 5316 of title 5, 
United States Code, for each day during which the 
member is engaged in the actual performance of the 
duties of the Committee; and 
‘‘(2) while away from the home or regular place 
of business of the member in the performance of serv-
ices for the Committee, be allowed travel expenses, in-
cluding per diem in lieu of subsistence, in the same 
manner as persons employed intermittently in the 
Government service are allowed expenses under sec-
tion 5703 of title 5, United States Code. 
‘‘(f) STAFF.—The Commission shall make available to 
the Committee such staff as the chairman of the Committee 
determines are necessary to carry out this section. 
‘‘(g) REVIEW
BY
COMMISSION.—The Commission 
shall— 
‘‘(1) review the findings and recommendations of 
the Committee; and 
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‘‘(2) each time the Committee submits a finding 
or recommendation to the Commission, promptly 
issue a public statement— 
‘‘(A) assessing the finding or recommenda-
tion of the Committee; and 
‘‘(B) disclosing the action, if any, the Com-
mission intends to take with respect to the find-
ing or recommendation.’’. 
(c) ANNUAL
GOVERNMENT-BUSINESS
FORUM
ON 
SMALL BUSINESS CAPITAL FORMATION.—Section 503(a) of 
the Small Business Investment Incentive Act of 1980 (15 
U.S.C. 80c–1(a)) is amended by inserting ‘‘(acting through 
the Office of the Advocate for Small Business Capital For-
mation and in consultation with the Small Business Cap-
ital Formation Advisory Committee)’’ after ‘‘Securities and 
Exchange Commission’’. 
Subtitle H—Small Business Credit 
Availability 
SEC. 1036. BUSINESS DEVELOPMENT COMPANY OWNERSHIP 
OF SECURITIES OF INVESTMENT ADVISERS 
AND CERTAIN FINANCIAL COMPANIES. 
(a) IN GENERAL.— 
(1) IN GENERAL.—Not later than 1 year after 
the date of enactment of this Act, the Securities and 
Exchange Commission shall promulgate regulations to 
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391 
codify the order in Investment Company Act Release 
No. 30024, dated March 30, 2012. If the Commission 
fails to complete the regulations as required by this 
subsection, a business development company shall be 
entitled to treat such regulations as having been com-
pleted in accordance with the actions required to be 
taken by the Commission until such time as such reg-
ulations are completed by the Commission. 
(2) RULE OF CONSTRUCTION.—Nothing in this 
subsection shall prevent the Commission from issuing 
rules to address potential conflicts of interest between 
business development companies and investment ad-
visers. 
(b) PERMISSIBLE ASSETS OF AN ELIGIBLE PORTFOLIO 
COMPANY.—Section 55 of the Investment Company Act of 
1940 (15 U.S.C. 80a–54) is amended by adding at the end 
the following: 
‘‘(c) SECURITIES DEEMED TO BE PERMISSIBLE AS-
SETS.—Notwithstanding subsection (a), securities that 
would be described in paragraphs (1) through (6) of such 
subsection except that the issuer is a company described in 
paragraph (2), (3), (4), (5), (6), or (9) of section 3(c) may 
be deemed to be assets described in paragraphs (1) through 
(6) of subsection (a) to the extent necessary for the sum of 
the assets to equal 70 percent of the value of a business de-
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392 
velopment company’s total assets (other than assets de-
scribed in paragraph (7) of subsection (a)), provided that 
the aggregate value of such securities counting toward such 
70 percent shall not exceed 20 percent of the value of the 
business development company’s total assets.’’. 
SEC. 1037. EXPANDING ACCESS TO CAPITAL FOR BUSINESS 
DEVELOPMENT COMPANIES. 
(a) IN GENERAL.—Section 61(a) of the Investment 
Company Act of 1940 (15 U.S.C. 80a–60(a)) is amended— 
(1) by redesignating paragraphs (2) through (4) 
as paragraphs (3) through (5), respectively; 
(2) by striking paragraph (1) and inserting the 
following: 
‘‘(1) Except as provided in paragraph (2), the 
asset coverage requirements of subparagraphs (A) and 
(B) of section 18(a)(1) (and any related rule promul-
gated under this Act) applicable to business develop-
ment companies shall be 200 percent. 
‘‘(2) The asset coverage requirements of subpara-
graphs (A) and (B) of section 18(a)(1) and of sub-
paragraphs (A) and (B) of section 18(a)(2) (and any 
related rule promulgated under this Act) applicable to 
a business development company shall be 150 percent 
if— 
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393 
‘‘(A) within five business days of the ap-
proval of the adoption of the asset coverage re-
quirements described in clause (ii), the business 
development company discloses such approval 
and the date of its effectiveness in a Form 8–K 
filed with the Commission and in a notice on its 
website and discloses in its periodic filings made 
under section 13 of the Securities Exchange Act 
of 1934 (15 U.S.C. 78m)— 
‘‘(i) the aggregate value of the senior 
securities issued by such company and the 
asset coverage percentage as of the date of 
such company’s most recent financial state-
ments; and 
‘‘(ii) that such company has adopted 
the asset coverage requirements of this sub-
paragraph and the effective date of such re-
quirements; 
‘‘(B) with respect to a business development 
company that issues equity securities that are 
registered on a national securities exchange, the 
periodic filings of the company under section 
13(a) of the Securities Exchange Act of 1934 (15 
U.S.C. 78m) include disclosures reasonably de-
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394 
signed to ensure that shareholders are informed 
of— 
‘‘(i) the amount of indebtedness and 
asset coverage ratio of the company, deter-
mined as of the date of the financial state-
ments of the company dated on or most re-
cently before the date of such filing; and 
‘‘(ii) the principal risk factors associ-
ated with such indebtedness, to the extent 
such risk is incurred by the company; and 
‘‘(C)(i) the application of this paragraph to 
the company is approved by the required major-
ity (as defined in section 57(o)) of the directors 
of or general partners of such company who are 
not interested persons of the business develop-
ment company, which application shall become 
effective on the date that is 1 year after the date 
of the approval, and, with respect to a business 
development company that issues equity securi-
ties that are not registered on a national securi-
ties exchange, the company extends, to each per-
son who is a shareholder as of the date of the ap-
proval, an offer to repurchase the equity securi-
ties held by such person as of such approval date, 
with 25 percent of such securities to be repur-
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395 
chased in each of the four quarters following such 
approval date; or 
‘‘(ii) the company obtains, at a special or 
annual meeting of shareholders or partners at 
which a quorum is present, the approval of more 
than 50 percent of the votes cast of the applica-
tion of this paragraph to the company, which 
application shall become effective on the date im-
mediately after the date of the approval.’’; 
(3) in paragraph (3) (as redesignated), by in-
serting ‘‘or which is a stock, provided that all such 
stock is issued in accordance with paragraph (6)’’ 
after ‘‘indebtedness’’; 
(4) in subparagraph (A) of paragraph (4) (as re-
designated)— 
(A) in the matter preceding clause (i), by 
striking ‘‘voting’’; and 
(B) by amending clause (iii) to read as fol-
lows: 
‘‘(iii) the exercise or conversion price 
at the date of issuance of such warrants, op-
tions, or rights is not less than— 
‘‘(I) the market value of the secu-
rities issuable upon the exercise of such 
warrants, options, or rights at the date 
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396 
of issuance of such warrants, options, 
or rights; or 
‘‘(II) if no such market value ex-
ists, the net asset value of the securities 
issuable upon the exercise of such war-
rants, options, or rights at the date of 
issuance of such warrants, options, or 
rights; and’’; and 
(5) by adding at the end the following: 
‘‘(6)(A) QUALIFIED INSTITUTIONAL BUYER.—Ex-
cept as provided in subparagraph (B), the following 
shall not apply to a senior security which is a stock 
and which is issued to and held by a qualified insti-
tutional buyer (as defined in section 3(a)(64) of the 
Securities Exchange Act of 1934): 
‘‘(i) Subparagraphs (C) and (D) of section 
18(a)(2). 
‘‘(ii) Subparagraph (E) of section 18(a)(2), 
to the extent such subparagraph requires any 
priority over any other class of stock as to dis-
tribution of assets upon liquidation. 
‘‘(iii) With respect to a senior security 
which is a stock, subsections (c) and (i) of sec-
tion 18. 
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397 
‘‘(B) INDIVIDUAL
INVESTORS
WHO
ARE
NOT 
QUALIFIED
INSTITUTIONAL
BUYERS.—Subparagraph 
(A) shall not apply with respect to a senior security 
which is a stock and which is issued to a person who 
is not known by the business development company to 
be a qualified institutional buyer (as defined in sec-
tion 3(a) of the Securities Exchange Act of 1934). 
‘‘(7) RULE OF CONSTRUCTION.—Notwithstanding 
any other provision of law, any additional class of 
stock issued pursuant to this section must be issued 
in accordance with all investor protections contained 
in all applicable federal securities laws administered 
by the Commission.’’. 
(b) CONFORMING
AMENDMENTS.—The Investment 
Company Act of 1940 (15 U.S.C. 80a–1 et seq.) is amend-
ed— 
(1) in section 57— 
(A) in subsection (j)(1), by striking ‘‘section 
61(a)(3)(B)’’ 
and 
inserting 
‘‘section 
61(a)(4)(B)’’; and 
(B) in subsection (n)(2), by striking ‘‘sec-
tion 
61(a)(3)(B)’’ 
and 
inserting 
‘‘section 
61(a)(4)(B)’’; and 
(2) in section 63(3), by striking ‘‘section 
61(a)(3)’’ and inserting ‘‘section 61(a)(4)’’. 
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398 
SEC. 1038. PARITY FOR BUSINESS DEVELOPMENT COMPA-
NIES REGARDING OFFERING AND PROXY 
RULES. 
(a) REVISION TO RULES.—Not later than 1 year after 
the date of enactment of this Act, the Securities and Ex-
change Commission shall revise any rules to the extent nec-
essary to allow a business development company that has 
filed an election pursuant to section 54 of the Investment 
Company Act of 1940 (15 U.S.C. 80a–53) to use the securi-
ties offering and proxy rules that are available to other 
issuers that are required to file reports under section 13 
or section 15(d) of the Securities Exchange Act of 1934 (15 
U.S.C. 78m; 78o(d)). Any action that the Commission takes 
pursuant to this subsection shall include the following: 
(1) The Commission shall revise rule 405 under 
the Securities Act of 1933 (17 C.F.R. 230.405)— 
(A) to remove the exclusion of a business de-
velopment company from the definition of a 
well-known seasoned issuer provided by that rule; 
and 
(B) to add registration statements filed on 
Form N–2 to the definition of automatic shelf 
registration statement provided by that rule. 
(2) The Commission shall revise rules 168 and 
169 under the Securities Act of 1933 (17 C.F.R. 
230.168 and 230.169) to remove the exclusion of a 
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399 
business development company from an issuer that 
can use the exemptions provided by those rules. 
(3) The Commission shall revise rules 163 and 
163A under the Securities Act of 1933 (17 C.F.R. 
230.163 and 230.163A) to remove a business develop-
ment company from the list of issuers that are ineli-
gible to use the exemptions provided by those rules. 
(4) The Commission shall revise rule 134 under 
the Securities Act of 1933 (17 C.F.R. 230.134) to re-
move the exclusion of a business development com-
pany from that rule. 
(5) The Commission shall revise rules 138 and 
139 under the Securities Act of 1933 (17 C.F.R. 
230.138 and 230.139) to specifically include a busi-
ness development company as an issuer to which those 
rules apply. 
(6) The Commission shall revise rule 164 under 
the Securities Act of 1933 (17 C.F.R. 230.164) to re-
move a business development company from the list 
of issuers that are excluded from that rule. 
(7) The Commission shall revise rule 433 under 
the Securities Act of 1933 (17 C.F.R. 230.433) to spe-
cifically include a business development company that 
is a well-known seasoned issuer as an issuer to which 
that rule applies. 
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400 
(8) The Commission shall revise rule 415 under 
the Securities Act of 1933 (17 C.F.R. 230.415)— 
(A) to state that the registration for securi-
ties provided by that rule includes securities reg-
istered by a business development company on 
Form N–2; and 
(B) to provide an exception for a business 
development company from the requirement that 
a Form N–2 registrant must furnish the under-
takings required by item 34.4 of Form N–2. 
(9) The Commission shall revise rule 497 under 
the Securities Act of 1933 (17 C.F.R. 230.497) to in-
clude a process for a business development company 
to file a form of prospectus that is parallel to the 
process for filing a form of prospectus under rule 
424(b). 
(10) The Commission shall revise rules 172 and 
173 under the Securities Act of 1933 (17 C.F.R. 
230.172 and 230.173) to remove the exclusion of an 
offering of a business development company from 
those rules. 
(11) The Commission shall revise rule 418 under 
the Securities Act of 1933 (17 C.F.R. 230.418) to pro-
vide that a business development company that would 
otherwise meet the eligibility requirements of General 
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401 
Instruction I.A of Form S–3 shall be exempt from 
paragraph (a)(3) of that rule. 
(12) The Commission shall revise rule 14a–101 
under the Securities Exchange Act of 1934 (17 C.F.R. 
240.14a–101) to provide that a business development 
company that would otherwise meet the requirements 
of General Instruction I.A of Form S–3 shall be 
deemed to meet the requirements of Form S–3 for 
purposes of Schedule 14A. 
(13) The Commission shall revise rule 103 under 
Regulation FD (17 C.F.R. 243.103) to provide that 
paragraph (a) of that rule applies for purposes of 
Form N–2. 
(b) REVISION TO FORM N–2.—Not later than 1 year 
after the date of enactment of this Act, the Commission shall 
revise Form N–2— 
(1) to include an item or instruction that is 
similar to item 12 on Form S–3 to provide that a 
business development company that would otherwise 
meet the requirements of Form S–3 shall incorporate 
by reference its reports and documents filed under the 
Securities Exchange Act of 1934 into its registration 
statement filed on Form N–2; and 
(2) to include an item or instruction that is 
similar to the instruction regarding automatic shelf 
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402 
offerings by well-known seasoned issuers on Form S– 
3 to provide that a business development company 
that is a well-known seasoned issuer may file auto-
matic shelf offerings on Form N–2. 
(c) TREATMENT IF REVISIONS NOT COMPLETED IN 
TIMELY MANNER.—If the Commission fails to complete the 
revisions required by subsections (a) and (b) by the time 
required by such subsections, a business development com-
pany shall be entitled to treat such revisions as having been 
completed in accordance with the actions required to be 
taken by the Commission by such subsections until such 
time as such revisions are completed by the Commission. 
(d) RULE OF CONSTRUCTION.—Any reference in this 
section to a rule or form means such rule or form or any 
successor rule or form. 
Subtitle I—Fostering Innovation 
SEC. 1041. TEMPORARY EXEMPTION FOR LOW-REVENUE 
ISSUERS. 
Section 404 of the Sarbanes-Oxley Act of 2002 (15 
U.S.C. 7262) is amended by adding at the end the following: 
‘‘(d) TEMPORARY EXEMPTION
FOR LOW-REVENUE 
ISSUERS.— 
‘‘(1) LOW-REVENUE EXEMPTION.—Subsection (b) 
shall not apply with respect to an audit report pre-
pared for an issuer that— 
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403 
‘‘(A) ceased to be an emerging growth com-
pany on the last day of the fiscal year of the 
issuer following the fifth anniversary of the date 
of the first sale of common equity securities of 
the issuer pursuant to an effective registration 
statement under the Securities Act of 1933; 
‘‘(B) had average annual gross revenues of 
less than $50,000,000 as of its most recently 
completed fiscal year; and 
‘‘(C) is not a large accelerated filer. 
‘‘(2) EXPIRATION OF TEMPORARY EXEMPTION.— 
An issuer ceases to be eligible for the exemption de-
scribed under paragraph (1) at the earliest of— 
‘‘(A) the last day of the fiscal year of the 
issuer following the tenth anniversary of the date 
of the first sale of common equity securities of 
the issuer pursuant to an effective registration 
statement under the Securities Act of 1933; 
‘‘(B) the last day of the fiscal year of the 
issuer during which the average annual gross 
revenues of the issuer exceed $50,000,000; or 
‘‘(C) the date on which the issuer becomes a 
large accelerated filer. 
‘‘(3) DEFINITIONS.—For purposes of this sub-
section: 
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404 
‘‘(A) 
AVERAGE
ANNUAL
GROSS
REVE-
NUES.—The term ‘average annual gross revenues’ 
means the total gross revenues of an issuer over 
its most recently completed three fiscal years di-
vided by three. 
‘‘(B) EMERGING
GROWTH
COMPANY.—The 
term ‘emerging growth company’ has the mean-
ing given such term under section 3 of the Secu-
rities Exchange Act of 1934 (15 U.S.C. 78c). 
‘‘(C) LARGE
ACCELERATED
FILER.—The 
term ‘large accelerated filer’ has the meaning 
given that term under section 240.12b–2 of title 
17, Code of Federal Regulations, or any successor 
thereto.’’. 
Subtitle J—Small Business Capital 
Formation Enhancement 
SEC. 1046. ANNUAL REVIEW OF GOVERNMENT-BUSINESS 
FORUM ON CAPITAL FORMATION. 
Section 503 of the Small Business Investment Incen-
tive Act of 1980 (15 U.S.C. 80c–1) is amended by adding 
at the end the following: 
‘‘(e) The Commission shall— 
‘‘(1) review the findings and recommendations of 
the forum; and 
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‘‘(2) each time the forum submits a finding or 
recommendation to the Commission, promptly issue a 
public statement— 
‘‘(A) assessing the finding or recommenda-
tion of the forum; and 
‘‘(B) disclosing the action, if any, the Com-
mission intends to take with respect to the find-
ing or recommendation.’’. 
Subtitle K—Helping Angels Lead 
Our Startups 
SEC. 1051. DEFINITION OF ANGEL INVESTOR GROUP. 
As used in this subtitle, the term ‘‘angel investor 
group’’ means any group that— 
(1) is composed of accredited investors interested 
in investing personal capital in early-stage compa-
nies; 
(2) holds regular meetings and has defined proc-
esses and procedures for making investment decisions, 
either individually or among the membership of the 
group as a whole; and 
(3) is neither associated nor affiliated with bro-
kers, dealers, or investment advisers. 
SEC. 1052. CLARIFICATION OF GENERAL SOLICITATION. 
(a) IN GENERAL.—Not later than 6 months after the 
date of enactment of this Act, the Securities and Exchange 
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Commission shall revise Regulation D of its rules (17 
C.F.R. 230.500 et seq.) to require that in carrying out the 
prohibition against general solicitation or general adver-
tising contained in section 230.502(c) of title 17, Code of 
Federal Regulations, the prohibition shall not apply to a 
presentation or other communication made by or on behalf 
of an issuer which is made at an event— 
(1) sponsored by— 
(A) the United States or any territory 
thereof, by the District of Columbia, by any 
State, by a political subdivision of any State or 
territory, or by any agency or public instrumen-
tality of any of the foregoing; 
(B) a college, university, or other institu-
tion of higher education; 
(C) a nonprofit organization; 
(D) an angel investor group; 
(E) a venture forum, venture capital asso-
ciation, or trade association; or 
(F) any other group, person or entity as the 
Securities and Exchange Commission may deter-
mine by rule; 
(2) where any advertising for the event does not 
reference any specific offering of securities by the 
issuer; 
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(3) the sponsor of which— 
(A) does not make investment recommenda-
tions or provide investment advice to event 
attendees; 
(B) does not engage in an active role in any 
investment negotiations between the issuer and 
investors attending the event; 
(C) does not charge event attendees any fees 
other than administrative fees; and 
(D) does not receive any compensation with 
respect to such event that would require registra-
tion of the sponsor as a broker or a dealer under 
the Securities Exchange Act of 1934, or as an in-
vestment advisor under the Investment Advisers 
Act of 1940; and 
(4) where no specific information regarding an 
offering of securities by the issuer is communicated or 
distributed by or on behalf of the issuer, other than— 
(A) that the issuer is in the process of offer-
ing securities or planning to offer securities; 
(B) the type and amount of securities being 
offered; 
(C) the amount of securities being offered 
that have already been subscribed for; and 
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(D) the intended use of proceeds of the offer-
ing. 
(b) RULE OF CONSTRUCTION.—Subsection (a) may 
only be construed as requiring the Securities and Exchange 
Commission to amend the requirements of Regulation D 
with respect to presentations and communications, and not 
with respect to purchases or sales. 
Subtitle L—Main Street Growth 
SEC. 1056. VENTURE EXCHANGES. 
(a) SECURITIES EXCHANGE ACT OF 1934.—Section 6 
of the Securities Exchange Act of 1934 (15 U.S.C. 78f) is 
amended by adding at the end the following: 
‘‘(m) VENTURE EXCHANGE.— 
‘‘(1) REGISTRATION.— 
‘‘(A) IN
GENERAL.—A national securities 
exchange may elect to be treated (or for a listing 
tier of such exchange to be treated) as a venture 
exchange by notifying the Commission of such 
election, either at the time the exchange applies 
to be registered as a national securities exchange 
or after registering as a national securities ex-
change. 
‘‘(B) DETERMINATION TIME PERIOD.—With 
respect to a securities exchange electing to be 
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treated (or for a listing tier of such exchange to 
be treated) as a venture exchange— 
‘‘(i) at the time the exchange applies to 
be registered as a national securities ex-
change, such application and election shall 
be deemed to have been approved by the 
Commission unless the Commission denies 
such application before the end of the 6- 
month period beginning on the date the 
Commission received such application; and 
‘‘(ii) after registering as a national se-
curities exchange, such election shall be 
deemed to have been approved by the Com-
mission unless the Commission denies such 
approval before the end of the 6-month pe-
riod beginning on the date the Commission 
received notification of such election. 
‘‘(2) POWERS
AND
RESTRICTIONS.—A venture 
exchange— 
‘‘(A) may only constitute, maintain, or pro-
vide a market place or facilities for bringing to-
gether purchasers and sellers of venture securi-
ties; 
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‘‘(B) may determine the increment to be 
used for quoting and trading venture securities 
on the exchange; 
‘‘(C) 
shall 
disseminate 
last 
sale 
and 
quotation information on terms that are fair 
and reasonable and not unreasonably discrimi-
natory; 
‘‘(D) may choose to carry out periodic auc-
tions for the sale of a venture security instead of 
providing continuous trading of the venture se-
curity; and 
‘‘(E) may not extend unlisted trading privi-
leges to any venture security. 
‘‘(3) EXEMPTIONS FROM CERTAIN NATIONAL SE-
CURITY
EXCHANGE
REGULATIONS.—A venture ex-
change shall not be required to— 
‘‘(A) comply with any of sections 242.600 
through 242.612 of title 17, Code of Federal Reg-
ulations; 
‘‘(B) comply with any of sections 242.300 
through 242.303 of title 17, Code of Federal Reg-
ulations; 
‘‘(C) submit any data to a securities infor-
mation processor; or 
‘‘(D) use decimal pricing. 
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‘‘(4) TREATMENT OF CERTAIN EXEMPTED SECU-
RITIES.—A security that is exempt from registration 
pursuant to section 3(b) of the Securities Act of 1933 
shall be exempt from section 12(a) of this title with 
respect to the trading of such security on a venture 
exchange, if the issuer of such security is in compli-
ance with all disclosure obligations of such section 
3(b) and the regulations issued under such section. 
‘‘(5) DEFINITIONS.—For purposes of this sub-
section: 
‘‘(A) EARLY-STAGE, GROWTH COMPANY.— 
‘‘(i) IN
GENERAL.—The term ‘early- 
stage, growth company’ means an issuer— 
‘‘(I) that has not made an initial 
public offering of any securities of the 
issuer; and 
‘‘(II) with a market capitalization 
of $1,000,000,000 (as such amount is 
indexed for inflation every 5 years by 
the Commission to reflect the change in 
the Consumer Price Index for All 
Urban Consumers published by the Bu-
reau of Labor Statistics, setting the 
threshold to the nearest $1,000,000) or 
less. 
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‘‘(ii) TREATMENT WHEN MARKET CAP-
ITALIZATION EXCEEDS THRESHOLD.— 
‘‘(I) IN GENERAL.—In the case of 
an issuer that is an early-stage, growth 
company the securities of which are 
traded on a venture exchange, such 
issuer shall not cease to be an early- 
stage, growth company by reason of the 
market capitalization of such issuer ex-
ceeding the threshold specified in clause 
(i)(II) until the end of the period of 24 
consecutive months during which the 
market capitalization of such issuer ex-
ceeds $2,000,000,000 (as such amount 
is indexed for inflation every 5 years 
by the Commission to reflect the change 
in the Consumer Price Index for All 
Urban Consumers published by the Bu-
reau of Labor Statistics, setting the 
threshold to the nearest $1,000,000). 
‘‘(II) EXEMPTIONS.—If an issuer 
would cease to be an early-stage, 
growth company under subclause (I), 
the venture exchange may, at the re-
quest of the issuer, exempt the issuer 
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from the market capitalization require-
ments of this subparagraph for the 1- 
year period that begins on the day 
after the end of the 24-month period 
described in such subclause. The ven-
ture exchange may, at the request of 
the issuer, extend the exemption for 1 
additional year. 
‘‘(B) VENTURE SECURITY.—The term ‘ven-
ture security’ means— 
‘‘(i) securities of an early-stage, growth 
company that are exempt from registration 
pursuant to section 3(b) of the Securities 
Act of 1933; and 
‘‘(ii) securities of an emerging growth 
company.’’. 
(b) SECURITIES ACT OF 1933.—Section 18(b)(1) of the 
Securities Act of 1933 (15 U.S.C. 77r(b)(1)) is amended— 
(1) in subparagraph (B), by striking ‘‘or’’ at the 
end; 
(2) in subparagraph (C), by striking the period 
and inserting ‘‘; or’’; and 
(3) by adding at the end the following: 
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‘‘(D) a venture security, as defined under 
section 6(m)(5) of the Securities Exchange Act of 
1934.’’. 
(c) SENSE OF CONGRESS.—It is the sense of the Con-
gress that the Securities and Exchange Commission 
should— 
(1) when necessary or appropriate in the public 
interest and consistent with the protection of inves-
tors, make use of the Commission’s general exemptive 
authority under section 36 of the Securities Exchange 
Act of 1934 (15 U.S.C. 78mm) with respect to the 
provisions added by this section; and 
(2) if the Commission determines appropriate, 
create an Office of Venture Exchanges within the 
Commission’s Division of Trading and Markets. 
(d) RULE OF CONSTRUCTION.—Nothing in this section 
or the amendments made by this section shall be construed 
to impair or limit the construction of the antifraud provi-
sions of the securities laws (as defined in section 3(a) of 
the Securities Exchange Act of 1934 (15 U.S.C. 78c(a))) 
or the authority of the Securities and Exchange Commis-
sion under those provisions. 
(e) EFFECTIVE DATE FOR TIERS OF EXISTING NA-
TIONAL SECURITIES EXCHANGES.—In the case of a securi-
ties exchange that is registered as a national securities ex-
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change under section 6 of the Securities Exchange Act of 
1934 (15 U.S.C. 78f) on the date of the enactment of this 
Act, any election for a listing tier of such exchange to be 
treated as a venture exchange under subsection (m) of such 
section shall not take effect before the date that is 180 days 
after such date of enactment. 
Subtitle M—Micro Offering Safe 
Harbor 
SEC. 1061. EXEMPTIONS FOR MICRO-OFFERINGS. 
(a) IN GENERAL.—Section 4 of the Securities Act of 
1933 (15 U.S.C. 77d) is amended— 
(1) in subsection (a), by adding at the end the 
following: 
‘‘(8) transactions meeting the requirements of 
subsection (f).’’; and 
(2) by adding at the end the following: 
‘‘(f) CERTAIN MICRO-OFFERINGS.—The transactions 
referred to in subsection (a)(8) are transactions involving 
the sale of securities by an issuer (including all entities con-
trolled by or under common control with the issuer) that 
meet all of the following requirements: 
‘‘(1) PRE-EXISTING RELATIONSHIP.—Each pur-
chaser has a substantive pre-existing relationship 
with an officer of the issuer, a director of the issuer, 
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or a shareholder holding 10 percent or more of the 
shares of the issuer. 
‘‘(2) 35 OR FEWER PURCHASERS.—There are no 
more than, or the issuer reasonably believes that there 
are no more than, 35 purchasers of securities from the 
issuer that are sold in reliance on the exemption pro-
vided under subsection (a)(8) during the 12-month 
period preceding such transaction. 
‘‘(3) SMALL OFFERING AMOUNT.—The aggregate 
amount of all securities sold by the issuer, including 
any amount sold in reliance on the exemption pro-
vided under subsection (a)(8), during the 12-month 
period preceding such transaction, does not exceed 
$500,000.’’. 
(b) EXEMPTION UNDER STATE REGULATIONS.—Sec-
tion 18(b)(4) of the Securities Act of 1933 (15 U.S.C. 
77r(b)(4)) is amended— 
(1) in subparagraph (F), by striking ‘‘or’’ at the 
end; 
(2) in subparagraph (G), by striking the period 
and inserting ‘‘; or’’; and 
(3) by adding at the end the following: 
‘‘(H) section 4(a)(8).’’. 
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Subtitle N—Private Placement 
Improvement 
SEC. 1066. REVISIONS TO SEC REGULATION D. 
Not later than 45 days following the date of the enact-
ment of this Act, the Securities and Exchange Commission 
shall revise Regulation D (17 C.F.R. 501 et seq.) in accord-
ance with the following: 
(1) The Commission shall revise Form D filing 
requirements to require an issuer offering or selling 
securities in reliance on an exemption provided under 
Rule 506 of Regulation D to file with the Commission 
a single notice of sales containing the information re-
quired by Form D for each new offering of securities 
no earlier than 15 days after the date of the first sale 
of securities in the offering. The Commission shall not 
require such an issuer to file any notice of sales con-
taining the information required by Form D except 
for the single notice described in the previous sen-
tence. 
(2) The Commission shall make the information 
contained in each Form D filing available to the secu-
rities commission (or any agency or office performing 
like functions) of each State and territory of the 
United States and the District of Columbia. 
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(3) The Commission shall not condition the 
availability of any exemption for an issuer under 
Rule 506 of Regulation D (17 C.F.R. 230.506) on the 
issuer’s or any other person’s filing with the Commis-
sion of a Form D or any similar report. 
(4) The Commission shall not require issuers to 
submit written general solicitation materials to the 
Commission in connection with a Rule 506(c) offer-
ing, except when the Commission requests such mate-
rials pursuant to the Commission’s authority under 
section 8A or section 20 of the Securities Act of 1933 
(15 U.S.C. 77h–1 or 77t) or section 9, 10(b), 21A, 
21B, or 21C of the Securities Exchange Act of 1934 
(15 U.S.C. 78i, 78j(b), 78u–1, 78u–2, or 78u–3). 
(5) The Commission shall not extend the require-
ments contained in Rule 156 to private funds. 
(6) The Commission shall revise Rule 501(a) of 
Regulation D to provide that a person who is a 
‘‘knowledgeable employee’’ of a private fund or the 
fund’s investment adviser, as defined in Rule 3c– 
5(a)(4) (17 C.F.R. 270.3c–5(a)(4)), shall be an ac-
credited investor for purposes of a Rule 506 offering 
of a private fund with respect to which the person is 
a knowledgeable employee. 
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Subtitle O—Supporting America’s 
Innovators 
SEC. 1071. INVESTOR LIMITATION FOR QUALIFYING VEN-
TURE CAPITAL FUNDS. 
Section 3(c)(1) of the Investment Company Act of 1940 
(15 U.S.C. 80a–3(c)(1)) is amended— 
(1) by inserting after ‘‘one hundred persons’’ the 
following: ‘‘(or, with respect to a qualifying venture 
capital fund, 250 persons)’’; and 
(2) by adding at the end the following: 
‘‘(C) The term ‘qualifying venture capital 
fund’ means any venture capital fund (as de-
fined pursuant to section 203(l)(1) of the Invest-
ment Advisers Act of 1940 (15 U.S.C. 80b– 
3(l)(1)) with no more than $10,000,000 in in-
vested capital, as such dollar amount is annu-
ally adjusted by the Commission to reflect the 
change in the Consumer Price Index for All 
Urban Consumers published by the Bureau of 
Labor Statistics of the Department of Labor.’’. 
Subtitle P—Fix Crowdfunding 
SEC. 1076. CROWDFUNDING VEHICLES. 
(a) AMENDMENTS
TO
THE
SECURITIES
ACT
OF 
1933.—The Securities Act of 1933 (15 U.S.C. 77a et seq.) 
is amended— 
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(1) in section 4A(f)(3), by inserting ‘‘by any of 
paragraphs (1) through (14) of’’ before ‘‘section 3(c)’’; 
and 
(2) in section 4(a)(6)(B), by inserting after ‘‘any 
investor’’ the following: ‘‘, other than a crowdfunding 
vehicle (as defined in section 2(a) of the Investment 
Company Act of 1940),’’. 
(b) AMENDMENTS TO THE INVESTMENT COMPANY ACT 
OF 1940.—The Investment Company Act of 1940 (15 
U.S.C. 80a–1 et seq.) is amended— 
(1) in section 2(a), by adding at the end the fol-
lowing: 
‘‘(55) The term ‘crowdfunding vehicle’ means a 
company— 
‘‘(A) whose purpose (as set forth in its orga-
nizational documents) is limited to acquiring, 
holding, and disposing securities issued by a sin-
gle company in one or more transactions and 
made pursuant to section 4(a)(6) of the Securi-
ties Act of 1933; 
‘‘(B) which issues only one class of securi-
ties; 
‘‘(C) which receives no compensation in 
connection with such acquisition, holding, or dis-
position of securities; 
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‘‘(D) no associated person of which receives 
any compensation in connection with such ac-
quisition, holding or disposition of securities un-
less such person is acting as or on behalf of an 
investment adviser registered under the Invest-
ment Advisers Act of 1940 or registered as an in-
vestment adviser in the State in which the in-
vestment adviser maintains its principal office 
and place of business; 
‘‘(E) the securities of which have been issued 
in a transaction made pursuant to section 
4(a)(6) of the Securities Act of 1933, where both 
the crowdfunding vehicle and the company whose 
securities it holds are co-issuers; 
‘‘(F) which is current in its ongoing disclo-
sure obligations under Rule 202 of Regulation 
Crowdfunding (17 C.F.R. 227.202); 
‘‘(G) the company whose securities it holds 
is current in its ongoing disclosure obligations 
under Rule 202 of Regulation Crowdfunding (17 
C.F.R. 227.202); and 
‘‘(H) is advised by an investment adviser 
registered under the Investment Advisers Act of 
1940 or registered as an investment adviser in 
the State in which the investment adviser main-
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422 
tains its principal office and place of business.’’; 
and 
(2) in section 3(c), by adding at the end the fol-
lowing: 
‘‘(15) Any crowdfunding vehicle.’’. 
SEC. 1077. CROWDFUNDING EXEMPTION FROM REGISTRA-
TION. 
Section 12(g)(6) of the Securities Exchange Act of 
1934 (15 U.S.C. 78l(g)(6)) is amended— 
(1) by striking ‘‘The Commission’’ and inserting 
the following: 
‘‘(A) IN GENERAL.—The Commission’’; 
(2) by striking ‘‘section 4(6)’’ and inserting ‘‘sec-
tion 4(a)(6)’’; and 
(3) by adding at the end the following: 
‘‘(B) TREATMENT OF SECURITIES ISSUED 
BY CERTAIN ISSUERS.—An exemption under sub-
paragraph (A) shall be unconditional for securi-
ties offered by an issuer that had a public float 
of less than $75,000,000 as of the last business 
day of the issuer’s most recently completed semi-
annual period, computed by multiplying the ag-
gregate worldwide number of shares of the 
issuer’s common equity securities held by non-af-
filiates by the price at which such securities were 
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last sold (or the average bid and asked prices of 
such securities) in the principal market for such 
securities or, in the event the result of such pub-
lic float calculation is zero, had annual revenues 
of less than $50,000,000 as of the issuer’s most 
recently completed fiscal year.’’. 
Subtitle Q—Corporate Governance 
Reform and Transparency 
SEC. 1081. DEFINITIONS. 
(a) SECURITIES EXCHANGE ACT OF 1934.—Section 
3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 
78c(a)) is amended by adding at the end the following new 
paragraphs: 
‘‘(83) PROXY ADVISORY FIRM.—The term ‘proxy 
advisory firm’ means any person who is primarily 
engaged in the business of providing proxy voting re-
search, analysis, or recommendations to clients, which 
conduct constitutes a solicitation within the meaning 
of section 14 and the Commission’s rules and regula-
tions thereunder, except to the extent that the person 
is exempted by such rules and regulations from re-
quirements otherwise applicable to persons engaged in 
a solicitation. 
‘‘(84) PERSON ASSOCIATED WITH A PROXY ADVI-
SORY
FIRM.—The term ‘person associated with’ a 
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proxy advisory firm means any partner, officer, or 
director of a proxy advisory firm (or any person oc-
cupying a similar status or performing similar func-
tions), any person directly or indirectly controlling, 
controlled by, or under common control with a proxy 
advisory firm, or any employee of a proxy advisory 
firm, except that persons associated with a proxy ad-
visory firm whose functions are clerical or ministerial 
shall not be included in the meaning of such term. 
The Commission may by rules and regulations clas-
sify, for purposes or any portion or portions of this 
Act, persons, including employees controlled by a 
proxy advisory firm.’’. 
(b) APPLICABLE DEFINITIONS.—As used in this sub-
title— 
(1) the term ‘‘Commission’’ means the Securities 
and Exchange Commission; and 
(2) the term ‘‘proxy advisory firm’’ has the same 
meaning as in section 3(a)(83) of the Securities Ex-
change Act of 1934, as added by this subtitle. 
SEC. 1082. REGISTRATION OF PROXY ADVISORY FIRMS. 
(a) AMENDMENT.—The Securities Exchange Act of 
1934 is amended by inserting after section 15G the fol-
lowing new section: 
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‘‘SEC. 15H. REGISTRATION OF PROXY ADVISORY FIRMS. 
‘‘(a) CONDUCT PROHIBITED.—It shall be unlawful for 
a proxy advisory firm to make use of the mails or any 
means or instrumentality of interstate commerce to provide 
proxy voting research, analysis, or recommendations to any 
client, unless such proxy advisory firm is registered under 
this section. 
‘‘(b) REGISTRATION PROCEDURES.— 
‘‘(1) APPLICATION FOR REGISTRATION.— 
‘‘(A) IN GENERAL.—A proxy advisory firm 
must file with the Commission an application 
for registration, in such form as the Commission 
shall require, by rule or regulation, and con-
taining the information described in subpara-
graph (B). 
‘‘(B) REQUIRED INFORMATION.—An appli-
cation for registration under this section shall 
contain information regarding— 
‘‘(i) a certification that the applicant 
has adequate financial and managerial re-
sources to consistently provide proxy advice 
based on accurate information; 
‘‘(ii) the procedures and methodologies 
that the applicant uses in developing proxy 
voting recommendations, including whether 
and how the applicant considers the size of 
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a company when making proxy voting rec-
ommendations; 
‘‘(iii) the organizational structure of 
the applicant; 
‘‘(iv) whether or not the applicant has 
in effect a code of ethics, and if not, the rea-
sons therefor; 
‘‘(v) any potential or actual conflict of 
interest relating to the ownership structure 
of the applicant or the provision of proxy 
advisory services by the applicant, includ-
ing whether the proxy advisory firm en-
gages in services ancillary to the provision 
of proxy advisory services such as con-
sulting services for corporate issuers, and if 
so the revenues derived therefrom; 
‘‘(vi) the policies and procedures in 
place to manage conflicts of interest under 
subsection (f); and 
‘‘(vii) any other information and docu-
ments concerning the applicant and any 
person associated with such applicant as the 
Commission, by rule, may prescribe as nec-
essary or appropriate in the public interest 
or for the protection of investors. 
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‘‘(2) REVIEW OF APPLICATION.— 
‘‘(A) INITIAL
DETERMINATION.—Not later 
than 90 days after the date on which the appli-
cation for registration is filed with the Commis-
sion under paragraph (1) (or within such longer 
period as to which the applicant consents) the 
Commission shall— 
‘‘(i) by order, grant registration; or 
‘‘(ii) institute proceedings to determine 
whether registration should be denied. 
‘‘(B) CONDUCT OF PROCEEDINGS.— 
‘‘(i) CONTENT.—Proceedings referred to 
in subparagraph (A)(ii) shall— 
‘‘(I) include notice of the grounds 
for denial under consideration and an 
opportunity for hearing; and 
‘‘(II) be concluded not later than 
120 days after the date on which the 
application for registration is filed 
with the Commission under paragraph 
(1). 
‘‘(ii) DETERMINATION.—At the conclu-
sion of such proceedings, the Commission, 
by order, shall grant or deny such applica-
tion for registration. 
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‘‘(iii) EXTENSION
AUTHORIZED.—The 
Commission may extend the time for con-
clusion of such proceedings for not longer 
than 90 days, if it finds good cause for such 
extension and publishes its reasons for so 
finding, or for such longer period as to 
which the applicant consents. 
‘‘(C) GROUNDS FOR DECISION.—The Com-
mission shall grant registration under this sub-
section— 
‘‘(i) if the Commission finds that the 
requirements of this section are satisfied; 
and 
‘‘(ii) unless the Commission finds (in 
which case the Commission shall deny such 
registration) that— 
‘‘(I) the applicant has failed to 
certify to the Commission’s satisfaction 
that it has adequate financial and 
managerial resources to consistently 
provide proxy advice based on accurate 
information and to materially comply 
with the procedures and methodologies 
disclosed under paragraph (1)(B) and 
with subsections (f) and (g); or 
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429 
‘‘(II) if the applicant were so reg-
istered, its registration would be sub-
ject to suspension or revocation under 
subsection (e). 
‘‘(3) PUBLIC AVAILABILITY OF INFORMATION.— 
Subject to section 24, the Commission shall make the 
information and documents submitted to the Commis-
sion by a proxy advisory firm in its completed appli-
cation for registration, or in any amendment sub-
mitted under paragraph (1) or (2) of subsection (c), 
publicly available on the Commission’s website, or 
through another comparable, readily accessible means. 
‘‘(c) UPDATE OF REGISTRATION.— 
‘‘(1) UPDATE.—Each registered proxy advisory 
firm shall promptly amend and update its applica-
tion for registration under this section if any infor-
mation or document provided therein becomes materi-
ally inaccurate, except that a registered proxy advi-
sory firm is not required to amend the information 
required to be filed under subsection (b)(1)(B)(i) by 
filing information under this paragraph, but shall 
amend such information in the annual submission of 
the organization under paragraph (2) of this sub-
section. 
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430 
‘‘(2) CERTIFICATION.—Not later than 90 cal-
endar days after the end of each calendar year, each 
registered proxy advisory firm shall file with the 
Commission an amendment to its registration, in 
such form as the Commission, by rule, may prescribe 
as necessary or appropriate in the public interest or 
for the protection of investors— 
‘‘(A) certifying that the information and 
documents in the application for registration of 
such registered proxy advisory firm continue to 
be accurate in all material respects; and 
‘‘(B) listing any material change that oc-
curred to such information or documents during 
the previous calendar year. 
‘‘(d) CENSURE, DENIAL, OR SUSPENSION OF REG-
ISTRATION; NOTICE AND HEARING.—The Commission, by 
order, shall censure, place limitations on the activities, 
functions, or operations of, suspend for a period not exceed-
ing 12 months, or revoke the registration of any registered 
proxy advisory firm if the Commission finds, on the record 
after notice and opportunity for hearing, that such censure, 
placing of limitations, suspension, or revocation is nec-
essary for the protection of investors and in the public inter-
est and that such registered proxy advisory firm, or any 
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431 
person associated with such an organization, whether prior 
to or subsequent to becoming so associated— 
‘‘(1) has committed or omitted any act, or is 
subject to an order or finding, enumerated in sub-
paragraph (A), (D), (E), (H), or (G) of section 
15(b)(4), has been convicted of any offense specified in 
section 15(b)(4)(B), or is enjoined from any action, 
conduct, or practice specified in subparagraph (C) of 
section 15(b)(4), during the 10-year period preceding 
the date of commencement of the proceedings under 
this subsection, or at any time thereafter; 
‘‘(2) has been convicted during the 10-year pe-
riod preceding the date on which an application for 
registration is filed with the Commission under this 
section, or at any time thereafter, of— 
‘‘(A) any crime that is punishable by im-
prisonment for one or more years, and that is 
not described in section 15(b)(4)(B); or 
‘‘(B) a substantially equivalent crime by a 
foreign court of competent jurisdiction; 
‘‘(3) is subject to any order of the Commission 
barring or suspending the right of the person to be as-
sociated with a registered proxy advisory firm; 
‘‘(4) fails to furnish the certifications required 
under subsections (b)(2)(C)(ii)(I) and (c)(2); 
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432 
‘‘(5) has engaged in one or more prohibited acts 
enumerated in paragraph (1); or 
‘‘(6) fails to maintain adequate financial and 
managerial resources to consistently offer advisory 
services with integrity, including by failing to comply 
with subsections (f) or (g). 
‘‘(e) TERMINATION OF REGISTRATION.— 
‘‘(1) VOLUNTARY
WITHDRAWAL.—A registered 
proxy advisory firm may, upon such terms and con-
ditions as the Commission may establish as necessary 
in the public interest or for the protection of investors, 
which terms and conditions shall include at a min-
imum that the registered proxy advisory firm will no 
longer conduct such activities as to bring it within 
the definition of proxy advisory firm in section 
3(a)(83) of the Securities Exchange Act of 1934, with-
draw from registration by filing a written notice of 
withdrawal to the Commission. 
‘‘(2) COMMISSION AUTHORITY.—In addition to 
any other authority of the Commission under this 
title, if the Commission finds that a registered proxy 
advisory firm is no longer in existence or has ceased 
to do business as a proxy advisory firm, the Commis-
sion, by order, shall cancel the registration under this 
section of such registered proxy advisory firm. 
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433 
‘‘(f) MANAGEMENT OF CONFLICTS OF INTEREST.— 
‘‘(1) ORGANIZATION
POLICIES
AND
PROCE-
DURES.—Each registered proxy advisory firm shall 
establish, maintain, and enforce written policies and 
procedures reasonably designed, taking into consider-
ation the nature of the business of such registered 
proxy advisory firm and associated persons, to ad-
dress and manage any conflicts of interest that can 
arise from such business. 
‘‘(2) COMMISSION AUTHORITY.—The Commission 
shall issue final rules to prohibit, or require the man-
agement and disclosure of, any conflicts of interest re-
lating to the offering of proxy advisory services by a 
registered proxy advisory firm, including, without 
limitation, conflicts of interest relating to— 
‘‘(A) the manner in which a registered 
proxy advisory firm is compensated by the cli-
ent, or any affiliate of the client, for providing 
proxy advisory services; 
‘‘(B) the provision of consulting, advisory, 
or other services by a registered proxy advisory 
firm, or any person associated with such reg-
istered proxy advisory firm, to the client; 
‘‘(C) business relationships, ownership in-
terests, or any other financial or personal inter-
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434 
ests between a registered proxy advisory firm, or 
any person associated with such registered proxy 
advisory firm, and any client, or any affiliate of 
such client; 
‘‘(D) transparency around the formulation 
of proxy voting policies; 
‘‘(E) the execution of proxy votes if such 
votes are based upon recommendations made by 
the proxy advisory firm in which someone other 
than the issuer is a proponent; 
‘‘(F) issuing recommendations where proxy 
advisory firms provide advisory services to a 
company; and 
‘‘(G) any other potential conflict of interest, 
as the Commission deems necessary or appro-
priate in the public interest or for the protection 
of investors. 
‘‘(g) RELIABILITY OF PROXY ADVISORY FIRM SERV-
ICES.— 
‘‘(1) IN GENERAL.—Each registered proxy advi-
sory firm shall have staff sufficient to produce proxy 
voting recommendations that are based on accurate 
and current information. Each registered proxy advi-
sory firm shall detail procedures sufficient to permit 
companies 
receiving 
proxy 
advisory 
firm 
rec-
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435 
ommendations access in a reasonable time to the draft 
recommendations, with an opportunity to provide 
meaningful comment thereon, including the oppor-
tunity to present details to the person responsible for 
developing the recommendation in person or tele-
phonically. Each registered proxy advisory firm shall 
employ an ombudsman to receive complaints about 
the accuracy of voting information used in making 
recommendations from the subjects of the proxy advi-
sory firm’s voting recommendations, and shall resolve 
those complaints in a timely fashion and in any 
event prior to voting on the matter to which the rec-
ommendation relates. 
‘‘(2) DRAFT RECOMMENDATIONS DEFINED.—For 
purposes of this subsection, the term ‘draft rec-
ommendations’— 
‘‘(A) means the overall conclusions of proxy 
voting recommendations prepared for the clients 
of a proxy advisory firm, including any public 
data cited therein, any company information or 
substantive analysis impacting the recommenda-
tion, and the specific voting recommendations on 
individual proxy ballot issues; and 
‘‘(B) does not include the entirety of the 
proxy advisory firm’s final report to its clients. 
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436 
‘‘(h) DESIGNATION OF COMPLIANCE OFFICER.—Each 
registered proxy advisory firm shall designate an indi-
vidual responsible for administering the policies and proce-
dures that are required to be established pursuant to sub-
sections (f) and (g), and for ensuring compliance with the 
securities laws and the rules and regulations thereunder, 
including those promulgated by the Commission pursuant 
to this section. 
‘‘(i) PROHIBITED CONDUCT.— 
‘‘(1) PROHIBITED
ACTS
AND
PRACTICES.—The 
Commission shall issue final rules to prohibit any act 
or practice relating to the offering of proxy advisory 
services by a registered proxy advisory firm that the 
Commission determines to be unfair or coercive, in-
cluding any act or practice relating to— 
‘‘(A) conditioning a voting recommendation 
or other proxy advisory firm recommendation on 
the purchase by an issuer or an affiliate thereof 
of other services or products, of the registered 
proxy advisory firm or any person associated 
with such registered proxy advisory firm; and 
‘‘(B) modifying a voting recommendation or 
otherwise departing from its adopted systematic 
procedures and methodologies in the provision of 
proxy advisory services, based on whether an 
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437 
issuer, or affiliate thereof, subscribes or will sub-
scribe to other services or product of the reg-
istered proxy advisory firm or any person asso-
ciated with such organization. 
‘‘(2) RULE
OF
CONSTRUCTION.—Nothing in 
paragraph (1), or in any rules or regulations adopted 
thereunder, may be construed to modify, impair, or 
supersede the operation of any of the antitrust laws 
(as defined in the first section of the Clayton Act, ex-
cept that such term includes section 5 of the Federal 
Trade Commission Act, to the extent that such section 
5 applies to unfair methods of competition). 
‘‘(j) STATEMENTS OF FINANCIAL CONDITION.—Each 
registered proxy advisory firm shall, on a confidential 
basis, file with the Commission, at intervals determined by 
the Commission, such financial statements, certified (if re-
quired by the rules or regulations of the Commission) by 
an independent public auditor, and information concerning 
its financial condition, as the Commission, by rule, may 
prescribe as necessary or appropriate in the public interest 
or for the protection of investors. 
‘‘(k) ANNUAL REPORT.—Each registered proxy advi-
sory firm shall, at the beginning of each fiscal year of such 
firm, report to the Commission on the number of share-
holder proposals its staff reviewed in the prior fiscal year, 
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438 
the number of recommendations made in the prior fiscal 
year, the number of staff who reviewed and made rec-
ommendations on such proposals in the prior fiscal year, 
and the number of recommendations made in the prior fis-
cal year where the proponent of such recommendation was 
a client of or received services from the proxy advisory firm. 
‘‘(l) TRANSPARENT POLICIES.—Each registered proxy 
advisory firm shall file with the Commission and make 
publicly available its methodology for the formulation of 
proxy voting policies and voting recommendations. 
‘‘(m) RULES OF CONSTRUCTION.— 
‘‘(1) NO WAIVER OF RIGHTS, PRIVILEGES, OR DE-
FENSES.—Registration under and compliance with 
this section does not constitute a waiver of, or other-
wise diminish, any right, privilege, or defense that a 
registered proxy advisory firm may otherwise have 
under any provision of State or Federal law, includ-
ing any rule, regulation, or order thereunder. 
‘‘(2) NO PRIVATE RIGHT OF ACTION.—Nothing in 
this section may be construed as creating any private 
right of action, and no report filed by a registered 
proxy advisory firm in accordance with this section 
or section 17 shall create a private right of action 
under section 18 or any other provision of law. 
‘‘(n) REGULATIONS.— 
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439 
‘‘(1) NEW PROVISIONS.—Such rules and regula-
tions as are required by this section or are otherwise 
necessary to carry out this section, including the ap-
plication form required under subsection (a)— 
‘‘(A) shall be issued by the Commission, not 
later than 180 days after the date of enactment 
of this section; and 
‘‘(B) shall become effective not later than 1 
year after the date of enactment of this section. 
‘‘(2) REVIEW OF EXISTING REGULATIONS.—Not 
later than 270 days after the date of enactment of this 
section, the Commission shall— 
‘‘(A) review its existing rules and regula-
tions which affect the operations of proxy advi-
sory firms; 
‘‘(B) amend or revise such rules and regula-
tions in accordance with the purposes of this sec-
tion, and issue such guidance, as the Commis-
sion may prescribe as necessary or appropriate 
in the public interest or for the protection of in-
vestors; and 
‘‘(C) direct Commission staff to withdraw 
the Egan Jones Proxy Services (May 27, 2004) 
and Institutional Shareholder Services, Inc. 
(September 15, 2004) no-action letters. 
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440 
‘‘(o) APPLICABILITY.—This section, other than sub-
section (n), which shall apply on the date of enactment of 
this section, shall apply on the earlier of— 
‘‘(1) the date on which regulations are issued in 
final form under subsection (n)(1); or 
‘‘(2) 270 days after the date of enactment of this 
section.’’. 
(b) CONFORMING AMENDMENT.—Section 17(a)(1) of 
the Securities Exchange Act of 1934 (15 U.S.C. 78q(a)(1)) 
is amended by inserting ‘‘proxy advisory firm,’’ after ‘‘na-
tionally recognized statistical rating organization,’’. 
SEC. 1083. COMMISSION ANNUAL REPORT. 
The Commission shall make an annual report publicly 
available on the Commission’s Internet website. Such report 
shall, with respect to the year to which the report relates— 
(1) identify applicants for registration under 
section 15H of the Securities Exchange Act of 1934, 
as added by this subtitle; 
(2) specify the number of and actions taken on 
such applications; 
(3) specify the views of the Commission on the 
state of competition, transparency, policies and meth-
odologies, and conflicts of interest among proxy advi-
sory firms; 
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441 
(4) include the determination of the Commission 
with regard to— 
(A) the quality of proxy advisory services 
issued by proxy advisory firms; 
(B) the financial markets; 
(C) competition among proxy advisory 
firms; 
(D) the incidence of undisclosed conflicts of 
interest by proxy advisory firms; 
(E) the process for registering as a proxy 
advisory firm; and 
(F) such other matters relevant to the im-
plementation of this subtitle and the amend-
ments made by this subtitle, as the Commission 
determines necessary to bring to the attention of 
the Congress; 
(5) identify problems, if any, that have resulted 
from the implementation of this subtitle and the 
amendments made by this subtitle; and 
(6) recommend solutions, including any legisla-
tive or regulatory solutions, to any problems identi-
fied under paragraphs (4) and (5). 
Subtitle R—Senior Safe 
SEC. 1091. IMMUNITY. 
(a) DEFINITIONS.—In this subtitle— 
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442 
(1) the term ‘‘Bank Secrecy Act Officer’’ means 
an individual responsible for ensuring compliance 
with the requirements mandated by subchapter II of 
chapter 53 of title 31, United States Code; 
(2) the term ‘‘broker-dealer’’ means a broker or 
dealer, as those terms are defined, respectively, in sec-
tion 3(a) of the Securities Exchange Act of 1934 (15 
U.S.C. 78c(a)); 
(3) the term ‘‘covered agency’’ means— 
(A) a State financial regulatory agency, in-
cluding a State securities or law enforcement au-
thority and a State insurance regulator; 
(B) each of the Federal financial institu-
tions regulatory agencies; 
(C) the Securities and Exchange Commis-
sion; 
(D) a law enforcement agency; 
(E) and State or local agency responsible 
for administering adult protective service laws; 
and 
(F) a State attorney general. 
(4) the term ‘‘covered financial institution’’ 
means— 
(A) a credit union; 
(B) a depository institution; 
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443 
(C) an investment advisor; 
(D) a broker-dealer; 
(E) an insurance company; and 
(F) a State attorney general. 
(5) the term ‘‘credit union’’ means a Federal 
credit union, State credit union, or State-chartered 
credit union, as those terms are defined in section 101 
of the Federal Credit Union Act (12 U.S.C. 1752); 
(6) the term ‘‘depository institution’’ has the 
meaning given the term in section 3(c) of the Federal 
Deposit Insurance Act (12 U.S.C. 1813(c)); 
(7) the term ‘‘exploitation’’ means the fraudulent 
or otherwise illegal, unauthorized, or improper act or 
process of an individual, including a caregiver or fi-
duciary, that— 
(A) uses the resources of a senior citizen for 
monetary personal benefit, profit, or gain; or 
(B) results in depriving a senior citizen of 
rightful access to or use of benefits, resources, be-
longings or assets; 
(8) the term ‘‘Federal financial institutions reg-
ulatory agencies’’ has the meaning given the term in 
section 1003 of the Federal Financial Institutions Ex-
amination Council Act of 1978 (12 U.S.C. 3302); 
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444 
(9) the term ‘‘investment adviser’’ has the mean-
ing given the term in section 202 of the Investment 
Advisers Act of 1940 (15 U.S.C. 80b–2); 
(10) the term ‘‘insurance company’’ has the 
meaning given the term in section 2(a) of the Invest-
ment Company Act of 1940 (15 U.S.C. 80a–2(a)); 
(11) the term ‘‘registered representative’’ means 
an individual who represents a broker-dealer in effect-
ing or attempting to affect a purchase or sale of secu-
rities; 
(12) the term ‘‘senior citizen’’ means an indi-
vidual who is not less than 65 years of age; 
(13) the term ‘‘State insurance regulator’’ has 
the meaning given such term in section 315 of the 
Gramm-Leach-Bliley Act (15 U.S.C. 6735); and 
(14) the term ‘‘State securities or law enforce-
ment authority’’ has the meaning given the term in 
section 24(f)(4) of the Securities Exchange Act of 
1934 (15 U.S.C. 78x(f)(4)). 
(b) IMMUNITY FROM SUIT.— 
(1) IMMUNITY FOR INDIVIDUALS.—An individual 
who has received the training described in section 
1092 shall not be liable, including in any civil or ad-
ministrative proceeding, for disclosing the possible ex-
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445 
ploitation of a senior citizen to a covered agency if 
the individual, at the time of the disclosure— 
(A) served as a supervisor, compliance offi-
cer (including a Bank Secrecy Act Officer), or 
registered representative for a covered financial 
institution; and 
(B) made the disclosure with reasonable 
care including reasonable efforts to avoid disclo-
sure other than to a covered agency. 
(2) IMMUNITY FOR COVERED FINANCIAL INSTITU-
TIONS.—A covered financial institution shall not be 
liable, including in any civil or administrative pro-
ceeding, for a disclosure made by an individual de-
scribed in paragraph (1) if— 
(A) the individual was employed by, or, in 
the case of a registered representative, affiliated 
or associated with, the covered financial institu-
tion at the time of the disclosure; and 
(B) before the time of the disclosure, the cov-
ered financial institution provided the training 
described in section 1092 to each individual de-
scribed in section 1092(a). 
SEC. 1092. TRAINING REQUIRED. 
(a) IN GENERAL.—A covered financial institution 
may provide training described in subsection (b)(1) to each 
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officer or employee of, or registered representative affiliated 
or associated with, the covered financial institution who— 
(1) is described in section 1091(b)(1)(A); 
(2) may come into contact with a senior citizen 
as a regular part of the duties of the officer, employee, 
or registered representative; or 
(3) may review or approve the financial docu-
ments, records, or transactions of a senior citizen in 
connection with providing financial services to a sen-
ior citizen. 
(b) TRAINING.— 
(1) IN GENERAL.—The training described in this 
paragraph shall— 
(A) instruct any individual attending the 
training on how to identify and report the sus-
pected exploitation of a senior citizen; 
(B) discuss the need to protect the privacy 
and respect the integrity of each individual cus-
tomer of a covered financial institution; and 
(C) be appropriate to the job responsibilities 
of the individual attending the training. 
(2) TIMING.—The training required under sub-
section (a) shall be provided as soon as reasonably 
practicable but not later than 1 year after the date 
on which an officer, employee, or registered represent-
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ative begins employment with or becomes affiliated or 
associated with the covered financial institution. 
(3) BANK
SECRECY
ACT
OFFICER.—An indi-
vidual who is designated as a compliance officer 
under an anti-money laundering program established 
pursuant to section 5318(h) of title 31, United States 
Code, shall be deemed to have received the training 
described under this subsection. 
SEC. 1093. RELATIONSHIP TO STATE LAW. 
Nothing in this Act shall be construed to preempt or 
limit any provision of State law, except only to the extent 
that section 1091 provides a greater level of protection 
against liability to an individual described in section 
1091(b)(1) or to a covered financial institution described 
in section 1091(b)(2) than is provided under State law. 
Subtitle S—National Securities 
Exchange Regulatory Parity 
SEC. 1096. APPLICATION OF EXEMPTION. 
Section 18(b)(1) of the Securities Act of 1933 (15 
U.S.C. 77r(b)(1)), as amended by section 1056(b) of this 
Act, is further amended— 
(1) by striking subparagraph (A); 
(2) in subparagraph (B), by striking ‘‘that the 
Commission determines by rule (on its own initiative 
or on the basis of a petition) are substantially similar 
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to the listing standards applicable to securities de-
scribed in subparagraph (A)’’ and inserting ‘‘that 
have been approved by the Commission’’; 
(3) in subparagraph (C), by striking ‘‘or (B)’’; 
and 
(4) by redesignating subparagraphs (B), (C), 
and (D) as subparagraphs (A), (B), and (C), respec-
tively. 
TITLE XI—REGULATORY RELIEF 
FOR MAIN STREET AND COM-
MUNITY FINANCIAL INSTITU-
TIONS 
Subtitle A—Preserving Access to 
Manufactured Housing 
SEC. 1101. MORTGAGE ORIGINATOR DEFINITION. 
Section 103 of the Truth in Lending Act (15 U.S.C. 
1602) is amended— 
(1) by redesignating the second subsection (cc) 
and subsection (dd) as subsections (dd) and (ee), re-
spectively; and 
(2) in paragraph (2)(C) of subsection (dd), as so 
redesignated, by striking ‘‘an employee of a retailer of 
manufactured homes who is not described in clause 
(i) or (iii) of subparagraph (A) and who does not ad-
vise a consumer on loan terms (including rates, fees, 
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449 
and other costs)’’ and inserting ‘‘a retailer of manu-
factured or modular homes or its employees unless 
such retailer or its employees receive compensation or 
gain for engaging in activities described in subpara-
graph (A) that is in excess of any compensation or 
gain received in a comparable cash transaction’’. 
SEC. 1102. HIGH-COST MORTGAGE DEFINITION. 
Section 103 of the Truth in Lending Act (15 U.S.C. 
1602), as amended by section 1101, is further amended— 
(1) by redesignating subsection (aa) (relating to 
disclosure of greater amount or percentage), as so des-
ignated by section 1100A of the Consumer Financial 
Protection Act of 2010, as subsection (bb); 
(2) by redesignating subsection (bb) (relating to 
high cost mortgages), as so designated by section 
1100A of the Consumer Financial Protection Act of 
2010, as subsection (aa), and moving such subsection 
to immediately follow subsection (z); and 
(3) in subsection (aa)(1)(A), as so redesig-
nated— 
(A) in clause (i)(I), by striking ‘‘(8.5 per-
centage points, if the dwelling is personal prop-
erty and the transaction is for less than 
$50,000)’’ and inserting ‘‘(10 percentage points 
if the dwelling is personal property or is a trans-
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action that does not include the purchase of real 
property on which a dwelling is to be placed, 
and the transaction is for less than $75,000 (as 
such amount is adjusted by the Consumer Fi-
nancial Opportunity Commission to reflect the 
change in the Consumer Price Index))’’; and 
(B) in clause (ii)— 
(i) in subclause (I), by striking ‘‘or’’ at 
the end; and 
(ii) by adding at the end the following: 
‘‘(III) in the case of a transaction 
for less than $75,000 (as such amount 
is adjusted by the Consumer Financial 
Opportunity Commission to reflect the 
change in the Consumer Price Index) 
in which the dwelling is personal prop-
erty (or is a consumer credit trans-
action that does not include the pur-
chase of real property on which a 
dwelling is to be placed) the greater of 
5 percent of the total transaction 
amount or $3,000 (as such amount is 
adjusted by the Consumer Financial 
Opportunity Commission to reflect the 
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change in the Consumer Price Index); 
or’’. 
Subtitle B—Mortgage Choice 
SEC. 1106. DEFINITION OF POINTS AND FEES. 
(a) AMENDMENT TO SECTION 103 OF TILA.—Para-
graph (4) of section 103(aa) of the Truth in Lending Act, 
as redesignated by section 1102, is amended— 
(1) by striking ‘‘paragraph (1)(B)’’ and insert-
ing ‘‘paragraph (1)(A) and section 129C’’; 
(2) in subparagraph (C)— 
(A) by inserting ‘‘and insurance’’ after 
‘‘taxes’’; 
(B) in clause (ii), by inserting ‘‘, except as 
retained by a creditor or its affiliate as a result 
of their participation in an affiliated business 
arrangement (as defined in section 3(7) of the 
Real Estate Settlement Procedures Act of 1974 
(12 U.S.C. 2602(7))’’ after ‘‘compensation’’; and 
(C) by striking clause (iii) and inserting 
the following: 
‘‘(iii) the charge is— 
‘‘(I) a bona fide third-party charge not 
retained by the mortgage originator, cred-
itor, or an affiliate of the creditor or mort-
gage originator; or 
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‘‘(II) a charge set forth in section 
106(e)(1);’’; and 
(3) in subparagraph (D)— 
(A) by striking ‘‘accident,’’; and 
(B) by striking ‘‘or any payments’’ and in-
serting ‘‘and any payments’’. 
(b) AMENDMENT TO SECTION 129C OF TILA.—Section 
129C of the Truth in Lending Act (15 U.S.C. 1639c) is 
amended— 
(1) in subsection (a)(5)(C), by striking ‘‘103’’ 
and all that follows through ‘‘or mortgage originator’’ 
and inserting ‘‘103(aa)(4)’’; and 
(2) in subsection (b)(2)(C)(i), by striking ‘‘103’’ 
and all that follows through ‘‘or mortgage origi-
nator)’’ and inserting ‘‘103(aa)(4)’’. 
Subtitle C—Financial Institution 
Customer Protection 
SEC. 1111. REQUIREMENTS FOR DEPOSIT ACCOUNT TERMI-
NATION REQUESTS AND ORDERS. 
(a) TERMINATION REQUESTS OR ORDERS MUST BE 
MATERIAL.— 
(1) IN GENERAL.—An appropriate Federal bank-
ing agency may not formally or informally request or 
order a depository institution to terminate a specific 
customer account or group of customer accounts or to 
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otherwise restrict or discourage a depository institu-
tion from entering into or maintaining a banking re-
lationship with a specific customer or group of cus-
tomers unless— 
(A) the agency has a material reason for 
such request or order; and 
(B) such reason is not based solely on rep-
utation risk. 
(2) 
TREATMENT
OF
NATIONAL
SECURITY 
THREATS.—If an appropriate Federal banking agen-
cy believes a specific customer or group of customers 
is, or is acting as a conduit for, an entity which— 
(A) poses a threat to national security; 
(B) is involved in terrorist financing; 
(C) is an agency of the government of Iran, 
North Korea, Syria, or any country listed from 
time to time on the State Sponsors of Terrorism 
list; 
(D) is located in, or is subject to the juris-
diction of, any country specified in subpara-
graph (C); or 
(E) does business with any entity described 
in subparagraph (C) or (D), unless the appro-
priate Federal banking agency determines that 
the customer or group of customers has used due 
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454 
diligence to avoid doing business with any entity 
described in subparagraph (C) or (D), 
such belief shall satisfy the requirement under para-
graph (1). 
(b) NOTICE REQUIREMENT.— 
(1) IN
GENERAL.—If an appropriate Federal 
banking agency formally or informally requests or or-
ders a depository institution to terminate a specific 
customer account or a group of customer accounts, the 
agency shall— 
(A) provide such request or order to the in-
stitution in writing; and 
(B) accompany such request or order with 
a written justification for why such termination 
is needed, including any specific laws or regula-
tions the agency believes are being violated by 
the customer or group of customers, if any. 
(2) JUSTIFICATION REQUIREMENT.—A justifica-
tion described under paragraph (1)(B) may not be 
based solely on the reputation risk to the depository 
institution. 
(c) CUSTOMER NOTICE.— 
(1) NOTICE
REQUIRED.—Except as provided 
under paragraph (2), if an appropriate Federal bank-
ing agency orders a depository institution to termi-
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455 
nate a specific customer account or a group of cus-
tomer accounts, the depository institution shall in-
form the customer or customers of the justification for 
the customer’s account termination described under 
subsection (b). 
(2) NOTICE PROHIBITED IN CASES OF NATIONAL 
SECURITY.—If an appropriate Federal banking agen-
cy requests or orders a depository institution to ter-
minate a specific customer account or a group of cus-
tomer accounts based on a belief that the customer or 
customers pose a threat to national security, or are 
otherwise described under subsection (a)(2), neither 
the depository institution nor the appropriate Federal 
banking agency may inform the customer or cus-
tomers of the justification for the customer’s account 
termination. 
(d) REPORTING REQUIREMENT.—Each appropriate 
Federal banking agency shall issue an annual report to the 
Congress stating— 
(1) the aggregate number of specific customer ac-
counts that the agency requested or ordered a deposi-
tory institution to terminate during the previous 
year; and 
(2) the legal authority on which the agency re-
lied in making such requests and orders and the fre-
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quency on which the agency relied on each such au-
thority. 
(e) DEFINITIONS.—For purposes of this section: 
(1) APPROPRIATE FEDERAL BANKING AGENCY.— 
The term ‘‘appropriate Federal banking agency’’ 
means— 
(A) the appropriate Federal banking agen-
cy, as defined under section 3 of the Federal De-
posit Insurance Act (12 U.S.C. 1813); and 
(B) the National Credit Union Administra-
tion, in the case of an insured credit union. 
(2) DEPOSITORY INSTITUTION.—The term ‘‘de-
pository institution’’ means— 
(A) a depository institution, as defined 
under section 3 of the Federal Deposit Insurance 
Act (12 U.S.C. 1813); and 
(B) an insured credit union. 
SEC. 1112. AMENDMENTS TO THE FINANCIAL INSTITUTIONS 
REFORM, 
RECOVERY, 
AND 
ENFORCEMENT 
ACT OF 1989. 
Section 951 of the Financial Institutions Reform, Re-
covery, and Enforcement Act of 1989 (12 U.S.C. 1833a) is 
amended— 
(1) in subsection (c)(2), by striking ‘‘affecting a 
federally insured financial institution’’ and inserting 
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‘‘against a federally insured financial institution or 
by a federally insured financial institution against 
an unaffiliated third person’’; and 
(2) in subsection (g)— 
(A) in the heading, by striking ‘‘SUB-
POENAS’’ and inserting ‘‘INVESTIGATIONS’’; and 
(B) by amending paragraph (1)(C) to read 
as follows: 
‘‘(C) summon witnesses and require the pro-
duction of any books, papers, correspondence, 
memoranda, or other records which the Attorney 
General deems relevant or material to the in-
quiry, if the Attorney General— 
‘‘(i) requests a court order from a court 
of competent jurisdiction for such actions 
and offers specific and articulable facts 
showing that there are reasonable grounds 
to believe that the information or testimony 
sought is relevant and material for con-
ducting an investigation under this section; 
or 
‘‘(ii) either personally or through dele-
gation no lower than the Deputy Attorney 
General, issues and signs a subpoena for 
such actions and such subpoena is sup-
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ported by specific and articulable facts 
showing that there are reasonable grounds 
to believe that the information or testimony 
sought is relevant for conducting an inves-
tigation under this section.’’. 
Subtitle D—Portfolio Lending and 
Mortgage Access 
SEC. 1116. SAFE HARBOR FOR CERTAIN LOANS HELD ON 
PORTFOLIO. 
(a) IN GENERAL.—Section 129C of the Truth in Lend-
ing Act (15 U.S.C. 1639c) is amended by adding at the 
end the following: 
‘‘(j) SAFE HARBOR FOR CERTAIN LOANS HELD ON 
PORTFOLIO.— 
‘‘(1) SAFE HARBOR FOR CREDITORS THAT ARE 
DEPOSITORY INSTITUTIONS.— 
‘‘(A) IN GENERAL.—A creditor that is a de-
pository institution shall not be subject to suit 
for failure to comply with subsection (a), (c)(1), 
or (f)(2) of this section or section 129H with re-
spect to a residential mortgage loan, and the 
banking regulators shall treat such loan as a 
qualified mortgage, if— 
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‘‘(i) the creditor has, since the origina-
tion of the loan, held the loan on the bal-
ance sheet of the creditor; and 
‘‘(ii) all prepayment penalties with re-
spect to the loan comply with the limita-
tions described under subsection (c)(3). 
‘‘(B) EXCEPTION
FOR
CERTAIN
TRANS-
FERS.—In the case of a depository institution 
that transfers a loan originated by that institu-
tion to another depository institution by reason 
of the bankruptcy or failure of the originating 
depository institution or the purchase of the 
originating depository institution, the depository 
institution transferring such loan shall be 
deemed to have complied with the requirement 
under subparagraph (A)(i). 
‘‘(2) SAFE
HARBOR
FOR
MORTGAGE
ORIGINA-
TORS.—A mortgage originator shall not be subject to 
suit for a violation of section 129B(c)(3)(B) for steer-
ing a consumer to a residential mortgage loan if— 
‘‘(A) the creditor of such loan is a deposi-
tory institution and has informed the mortgage 
originator that the creditor intends to hold the 
loan on the balance sheet of the creditor for the 
life of the loan; and 
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‘‘(B) the mortgage originator informs the 
consumer that the creditor intends to hold the 
loan on the balance sheet of the creditor for the 
life of the loan. 
‘‘(3) DEFINITIONS.—For purposes of this sub-
section: 
‘‘(A) BANKING
REGULATORS.—The term 
‘banking regulators’ means the Federal banking 
agencies, the Consumer Financial Opportunity 
Commission, and the National Credit Union Ad-
ministration. 
‘‘(B) DEPOSITORY INSTITUTION.—The term 
‘depository institution’ has the meaning given 
that term under section 19(b)(1) of the Federal 
Reserve Act (12 U.S.C. 505(b)(1)). 
‘‘(C) FEDERAL
BANKING
AGENCIES.—The 
term ‘Federal banking agencies’ has the meaning 
given that term under section 3 of the Federal 
Deposit Insurance Act.’’. 
(b) RULE OF CONSTRUCTION.—Nothing in the amend-
ment made by this section may be construed as preventing 
a balloon loan from qualifying for the safe harbor provided 
under section 129C(j) of the Truth in Lending Act if the 
balloon loan otherwise meets all of the requirements under 
such subsection (j), regardless of whether the balloon loan 
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meets the requirements described under clauses (i) through 
(iv) of section 129C(b)(2)(E) of such Act. 
Subtitle E—Application of the 
Expedited Funds Availability Act 
SEC. 1121. APPLICATION OF THE EXPEDITED FUNDS AVAIL-
ABILITY ACT. 
(a) IN GENERAL.—The Expedited Funds Availability 
Act (12 U.S.C. 4001 et seq.) is amended— 
(1) in section 602(20) (12 U.S.C. 4001(20)) by 
inserting ‘‘, located in the United States,’’ after 
‘‘ATM’’; 
(2) in section 602(21) (12 U.S.C. 4001(21)) by 
inserting ‘‘American Samoa, the Commonwealth of 
the Northern Mariana Islands,’’ after ‘‘Puerto Rico,’’; 
(3) in section 602(23) (12 U.S.C. 4001(23)) by 
inserting ‘‘American Samoa, the Commonwealth of 
the Northern Mariana Islands,’’ after ‘‘Puerto Rico,’’; 
and 
(4) 
in 
section 
603(d)(2)(A) 
(12 
U.S.C. 
4002(d)(2)(A)), by inserting ‘‘American Samoa, the 
Commonwealth of the Northern Mariana Islands,’’ 
after ‘‘Puerto Rico,’’. 
(b) EFFECTIVE DATE.—This section shall take effect 
on January 1, 2017. 
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Subtitle F—Small Bank Holding 
Company Policy Statement 
SEC. 1126. CHANGES REQUIRED TO SMALL BANK HOLDING 
COMPANY POLICY STATEMENT ON ASSESS-
MENT OF FINANCIAL AND MANAGERIAL FAC-
TORS. 
(a) IN GENERAL.—Before the end of the 6-month pe-
riod beginning on the date of the enactment of this Act, 
the Board of Governors of the Federal Reserve System shall 
revise the Small Bank Holding Company Policy Statement 
on Assessment of Financial and Managerial Factors (12 
C.F.R. part 225—appendix C) to raise the consolidated 
asset 
threshold 
under 
such 
policy 
statement 
from 
$1,000,000,000 (as adjusted by Public Law 113–250) to 
$5,000,000,000. 
(b) CONFORMING AMENDMENT.—Subparagraph (C) of 
section 171(b)(5) of the Dodd-Frank Wall Street Reform 
and Consumer Protection Act (12 U.S.C. 5371(b)(5)) is 
amended to read as follows: 
‘‘(C) any bank holding company or savings 
and loan holding company that is subject to the 
application of the Small Bank Holding Com-
pany Policy Statement on Assessment of Finan-
cial and Managerial Factors of the Board of 
Governors (12 C.F.R. part 225—appendix C).’’. 
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Subtitle G—Community Institution 
Mortgage Relief 
SEC. 1131. COMMUNITY FINANCIAL INSTITUTION MORT-
GAGE RELIEF. 
(a) EXEMPTION FROM ESCROW REQUIREMENTS FOR 
LOANS HELD BY SMALLER CREDITORS.—Section 129D of 
the Truth in Lending Act (15 U.S.C. 1639d) is amended— 
(1) by adding at the end the following: 
‘‘(k) SAFE HARBOR FOR LOANS HELD BY SMALLER 
CREDITORS.— 
‘‘(1) IN GENERAL.—A creditor shall not be in 
violation of subsection (a) with respect to a loan if— 
‘‘(A) the creditor has consolidated assets of 
$10,000,000,000 or less; and 
‘‘(B) the creditor holds the loan on the bal-
ance sheet of the creditor for the 3-year period 
beginning on the date of the origination of the 
loan. 
‘‘(2) EXCEPTION FOR CERTAIN TRANSFERS.—In 
the case of a creditor that transfers a loan to another 
person by reason of the bankruptcy or failure of the 
creditor, the purchase of the creditor, or a supervisory 
act or recommendation from a State or Federal regu-
lator, the creditor shall be deemed to have complied 
with the requirement under paragraph (1)(B).’’; and 
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464 
(2) by striking the term ‘‘Board’’ each place such 
term appears and inserting ‘‘Consumer Financial 
Opportunity Commission’’. 
(b) MODIFICATION
TO
EXEMPTION
FOR
SMALL 
SERVICERS OF MORTGAGE LOANS.—Section 6 of the Real 
Estate Settlement Procedures Act of 1974 (12 U.S.C. 2605) 
is amended by adding at the end the following: 
‘‘(n) SMALL SERVICER EXEMPTION.—The Consumer 
Financial Opportunity Commission shall, by regulation, 
provide exemptions to, or adjustments for, the provisions 
of this section for a servicer that annually services 20,000 
or fewer mortgage loans, in order to reduce regulatory bur-
dens while appropriately balancing consumer protections.’’. 
Subtitle H—Financial Institutions 
Examination Fairness and Reform 
SEC. 1136. TIMELINESS OF EXAMINATION REPORTS. 
(a) IN GENERAL.—The Federal Financial Institutions 
Examination Council Act of 1978 (12 U.S.C. 3301 et seq.) 
is amended by adding at the end the following: 
‘‘SEC. 1012. TIMELINESS OF EXAMINATION REPORTS. 
‘‘(a) IN GENERAL.— 
‘‘(1) FINAL EXAMINATION REPORT.—A Federal 
financial institutions regulatory agency shall provide 
a final examination report to a financial institution 
not later than 60 days after the later of— 
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465 
‘‘(A) the exit interview for an examination 
of the institution; or 
‘‘(B) the provision of additional informa-
tion by the institution relating to the examina-
tion. 
‘‘(2) EXIT INTERVIEW.—If a financial institu-
tion is not subject to a resident examiner program, 
the exit interview shall occur not later than the end 
of the 9-month period beginning on the commence-
ment of the examination, except that such period may 
be extended by the Federal financial institutions regu-
latory agency by providing written notice to the insti-
tution and the Independent Examination Review Di-
rector describing with particularity the reasons that 
a longer period is needed to complete the examina-
tion. 
‘‘(b) EXAMINATION MATERIALS.—Upon the request of 
a financial institution, the Federal financial institutions 
regulatory agency shall include with the final report an ap-
pendix listing all examination or other factual information 
relied upon by the agency in support of a material super-
visory determination. 
‘‘SEC. 1013. EXAMINATION STANDARDS. 
‘‘(a) IN GENERAL.—In the examination of a financial 
institution— 
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‘‘(1) a commercial loan shall not be placed in 
non-accrual status solely because the collateral for 
such loan has deteriorated in value; 
‘‘(2) a modified or restructured commercial loan 
shall be removed from non-accrual status if the bor-
rower demonstrates the ability to perform on such 
loan over a maximum period of 6 months, except that 
with respect to loans on a quarterly, semiannual, or 
longer repayment schedule such period shall be a 
maximum of 3 consecutive repayment periods; 
‘‘(3) a new appraisal on a performing commer-
cial loan shall not be required unless an advance of 
new funds is involved; and 
‘‘(4) in classifying a commercial loan in which 
there has been deterioration in collateral value, the 
amount to be classified shall be the portion of the defi-
ciency relating to the decline in collateral value and 
repayment capacity of the borrower. 
‘‘(b) WELL CAPITALIZED INSTITUTIONS.—The Federal 
financial institutions regulatory agencies may not require 
a financial institution that is well capitalized to raise addi-
tional capital in lieu of an action prohibited under sub-
section (a). 
‘‘(c) CONSISTENT LOAN CLASSIFICATIONS.—The Fed-
eral financial institutions regulatory agencies shall develop 
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and apply identical definitions and reporting requirements 
for non-accrual loans. 
‘‘SEC. 1014. OFFICE OF INDEPENDENT EXAMINATION RE-
VIEW. 
‘‘(a) ESTABLISHMENT.—There is established in the 
Council an Office of Independent Examination Review (the 
‘Office’). 
‘‘(b) HEAD OF OFFICE.—There is established the posi-
tion of the Independent Examination Review Director (the 
‘Director’), as the head of the Office. The Director shall be 
appointed by the Council and shall be independent from 
any member agency of the Council. 
‘‘(c) STAFFING.—The Director is authorized to hire 
staff to support the activities of the Office. 
‘‘(d) DUTIES.—The Director shall— 
‘‘(1) receive and, at the Director’s discretion, in-
vestigate complaints from financial institutions, their 
representatives, or another entity acting on behalf of 
such institutions, concerning examinations, examina-
tion practices, or examination reports; 
‘‘(2) hold meetings, at least once every three 
months and in locations designed to encourage par-
ticipation from all sections of the United States, with 
financial institutions, their representatives, or an-
other entity acting on behalf of such institutions, to 
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discuss examination procedures, examination prac-
tices, or examination policies; 
‘‘(3) review examination procedures of the Fed-
eral financial institutions regulatory agencies to en-
sure that the written examination policies of those 
agencies are being followed in practice and adhere to 
the standards for consistency established by the Coun-
cil; 
‘‘(4) conduct a continuing and regular review of 
examination quality assurance for all examination 
types conducted by the Federal financial institutions 
regulatory agencies; 
‘‘(5) adjudicate any supervisory appeal initiated 
under section 1015; and 
‘‘(6) report annually to the Committee on Finan-
cial Services of the House of Representatives, the 
Committee on Banking, Housing, and Urban Affairs 
of the Senate, and the Council, on the reviews carried 
out pursuant to paragraphs (3) and (4), including 
compliance with the requirements set forth in section 
1012 regarding timeliness of examination reports, 
and the Council’s recommendations for improvements 
in examination procedures, practices, and policies. 
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469 
‘‘(e) CONFIDENTIALITY.—The Director shall keep con-
fidential all meetings with, discussions with, and informa-
tion provided by financial institutions. 
‘‘SEC. 1015. RIGHT TO INDEPENDENT REVIEW OF MATERIAL 
SUPERVISORY DETERMINATIONS. 
‘‘(a) IN GENERAL.—A financial institution shall have 
the right to obtain an independent review of a material su-
pervisory determination contained in a final report of ex-
amination. 
‘‘(b) NOTICE.— 
‘‘(1) TIMING.—A financial institution seeking re-
view of a material supervisory determination under 
this section shall file a written notice with the Inde-
pendent Examination Review Director (the ‘Director’) 
within 60 days after receiving the final report of ex-
amination that is the subject of such review. 
‘‘(2) IDENTIFICATION OF DETERMINATION.—The 
written notice shall identify the material supervisory 
determination that is the subject of the independent 
examination review, and a statement of the reasons 
why the institution believes that the determination is 
incorrect or should otherwise be modified. 
‘‘(3) INFORMATION TO BE PROVIDED TO INSTITU-
TION.—Any information relied upon by the agency in 
the final report that is not in the possession of the fi-
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470 
nancial institution may be requested by the financial 
institution and shall be delivered promptly by the 
agency to the financial institution. 
‘‘(c) RIGHT TO HEARING.— 
‘‘(1) IN GENERAL.—The Director shall determine 
the merits of the appeal on the record or, at the finan-
cial institution’s election, shall refer the appeal to an 
Administrative Law Judge to conduct a confidential 
hearing pursuant to the procedures set forth under 
sections 556 and 557 of title 5, United States Code, 
which hearing shall take place not later than 60 days 
after the petition for review was received by the Di-
rector, and to issue a proposed decision to the Direc-
tor based upon the record established at such hearing. 
‘‘(2) STANDARD OF REVIEW.—In rendering a de-
termination or recommendation under this subsection, 
neither the Administrative Law Judge nor the Direc-
tor shall defer to the opinions of the examiner or 
agency, but shall conduct a de novo review to inde-
pendently determine the appropriateness of the agen-
cy’s decision based upon the relevant statutes, regula-
tions, and other appropriate guidance, as well as evi-
dence adduced at any hearing. 
‘‘(d) FINAL DECISION.—A decision by the Director on 
an independent review under this section shall— 
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471 
‘‘(1) be made not later than 60 days after the 
record has been closed; and 
‘‘(2) be deemed final agency action and shall 
bind the agency whose supervisory determination was 
the subject of the review and the financial institution 
requesting the review. 
‘‘(e) RIGHT TO JUDICIAL REVIEW.—A financial insti-
tution shall have the right to petition for review of final 
agency action under this section by filing a Petition for 
Review within 60 days of the Director’s decision in the 
United States Court of Appeals for the District of Columbia 
Circuit or the Circuit in which the financial institution 
is located. 
‘‘(f) REPORT.—The Director shall report annually to 
the Committee on Financial Services of the House of Rep-
resentatives and the Committee on Banking, Housing, and 
Urban Affairs of the Senate on actions taken under this 
section, including the types of issues that the Director has 
reviewed and the results of those reviews. In no case shall 
such a report contain information about individual finan-
cial institutions or any confidential or privileged informa-
tion shared by financial institutions. 
‘‘(g) RETALIATION PROHIBITED.—A Federal financial 
institutions regulatory agency may not— 
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472 
‘‘(1) retaliate against a financial institution, in-
cluding service providers, or any institution-affiliated 
party (as defined under section 3 of the Federal De-
posit Insurance Act), for exercising appellate rights 
under this section; or 
‘‘(2) delay or deny any agency action that would 
benefit a financial institution or any institution-af-
filiated party on the basis that an appeal under this 
section is pending under this section. 
‘‘(h) RULE OF CONSTRUCTION.—Nothing in this sec-
tion may be construed— 
‘‘(1) to affect the right of a Federal financial in-
stitutions regulatory agency to take enforcement or 
other supervisory actions related to a material super-
visory determination under review under this section; 
or 
‘‘(2) to prohibit the review under this section of 
a material supervisory determination with respect to 
which there is an ongoing enforcement or other super-
visory action.’’. 
(b) ADDITIONAL AMENDMENTS.— 
(1) RIEGLE
COMMUNITY
DEVELOPMENT
AND 
REGULATORY
IMPROVEMENT
ACT
OF
1994.—Section 
309 of the Riegle Community Development and Regu-
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473 
latory Improvement Act of 1994 (12 U.S.C. 4806) is 
amended— 
(A) in subsection (a), by inserting after 
‘‘appropriate Federal banking agency’’ the fol-
lowing: ‘‘, the Consumer Financial Opportunity 
Commission,’’; 
(B) in subsection (b)— 
(i) in paragraph (2), by striking ‘‘the 
appellant from retaliation by agency exam-
iners’’ and inserting ‘‘the insured depository 
institution or insured credit union from re-
taliation by the agencies referred to in sub-
section (a)’’; and 
(ii) by adding at the end the following 
flush-left text: 
‘‘For purposes of this subsection and subsection (e), retalia-
tion includes delaying consideration of, or withholding ap-
proval of, any request, notice, or application that otherwise 
would have been approved, but for the exercise of the institu-
tion’s or credit union’s rights under this section.’’; 
(C) in subsection (e)(2)— 
(i) in subparagraph (B), by striking 
‘‘and’’ at the end; 
(ii) in subparagraph (C), by striking 
the period and inserting ‘‘; and’’; and 
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474 
(iii) by adding at the end the fol-
lowing: 
‘‘(D) ensure that appropriate safeguards 
exist for protecting the insured depository insti-
tution or insured credit union from retaliation 
by any agency referred to in subsection (a) for 
exercising its rights under this subsection.’’; and 
(D) in subsection (f)(1)(A)— 
(i) in clause (ii), by striking ‘‘and’’ at 
the end; 
(ii) in clause (iii), by striking ‘‘and’’ 
at the end; and 
(iii) by adding at the end the fol-
lowing: 
‘‘(iv) any issue specifically listed in an 
exam report as a matter requiring attention 
by the institution’s management or board of 
directors; and 
‘‘(v) any suspension or removal of an 
institution’s status as eligible for expedited 
processing of applications, requests, notices, 
or filings on the grounds of a supervisory or 
compliance concern, regardless of whether 
that concern has been cited as a basis for 
another material supervisory determination 
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475 
or matter requiring attention in an exam-
ination report, provided that the conduct at 
issue did not involve violation of any crimi-
nal law; and’’. 
(2) FEDERAL
CREDIT
UNION
ACT.—Section 
205(j) of the Federal Credit Union Act (12 U.S.C. 
1785(j)) is amended by inserting ‘‘the Consumer Fi-
nancial Opportunity Commission,’’ before ‘‘the Ad-
ministration’’ each place such term appears. 
(3) FEDERAL FINANCIAL INSTITUTIONS EXAMINA-
TION COUNCIL ACT OF 1978.—The Federal Financial 
Institutions Examination Council Act of 1978 (12 
U.S.C. 3301 et seq.) is amended— 
(A) in section 1003, by amending para-
graph (1) to read as follows: 
‘‘(1) the term ‘Federal financial institutions reg-
ulatory agencies’— 
‘‘(A) means the Office of the Comptroller of 
the Currency, the Board of Governors of the Fed-
eral Reserve System, the Federal Deposit Insur-
ance Corporation, and the National Credit 
Union Administration; and 
‘‘(B) for purposes of sections 1012, 1013, 
1014, and 1015, includes the Consumer Finan-
cial Opportunity Commission;’’; and 
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476 
(B) in section 1005, by striking ‘‘One-fifth’’ 
and inserting ‘‘One-fourth’’. 
Subtitle I—National Credit Union 
Administration Budget Trans-
parency 
SEC. 1141. BUDGET TRANSPARENCY FOR THE NCUA. 
Section 209(b) of the Federal Credit Union Act (12 
U.S.C. 1789) is amended— 
(1) by redesignating paragraphs (1) and (2) as 
paragraphs (2) and (3), respectively; 
(2) by inserting before paragraph (2), as so re-
designated, the following: 
‘‘(1) on an annual basis and prior to the sub-
mission of the detailed business-type budget required 
under paragraph (2)— 
‘‘(A) make publicly available and cause to 
be printed in the Federal Register a draft of such 
detailed business-type budget; and 
‘‘(B) hold a public hearing, with public no-
tice provided of such hearing, wherein the public 
can submit comments on the draft of such de-
tailed business-type budget;’’; and 
(3) in paragraph (2), as so redesignated— 
(A) by inserting ‘‘detailed’’ after ‘‘submit 
a’’; and 
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477 
(B) by inserting ‘‘, and where such budget 
shall address any comments submitted by the 
public pursuant to paragraph (1)(B)’’ after 
‘‘Control Act’’. 
Subtitle J—Taking Account of Insti-
tutions With Low Operation Risk 
SEC. 1146. REGULATIONS APPROPRIATE TO BUSINESS MOD-
ELS. 
(a) IN GENERAL.—For any regulatory action occur-
ring subsequent to enactment of this section, and notwith-
standing any other provision of law, the Federal financial 
institutions regulatory agencies shall— 
(1) take into consideration the risk profile and 
business models of the various institutions or classes 
of institutions subject to the regulatory action; 
(2) determine the necessity, appropriateness, and 
impact of applying such regulatory action to such in-
stitutions or classes of institutions; and 
(3) tailor such regulatory action applicable to 
such institutions or class of institutions in a manner 
that limits the regulatory compliance impact, cost, li-
ability risk, and other burdens as is appropriate for 
the risk profile and business model involved. 
(b) OTHER CONSIDERATIONS.—In satisfying the re-
quirements of subsection (a) and when implementing such 
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478 
regulatory action, the Federal financial institutions regu-
latory agencies shall also consider— 
(1) the impact that such regulatory action, both 
by itself and in conjunction with the aggregate effect 
of other regulations, has on the ability of the institu-
tion or class of institutions to flexibly serve evolving 
and diverse customer needs; 
(2) the potential unintended impact of examina-
tion manuals or other regulatory directives that work 
in conflict with the tailoring of such regulatory action 
described in subsection (a)(3); and 
(3) the underlying policy objectives of the regu-
latory action and statutory scheme involved. 
(c) NOTICE OF PROPOSED AND FINAL RULEMAKING.— 
The Federal financial institutions regulatory agencies shall 
disclose in every notice of proposed rulemaking and in any 
final rulemaking for a regulatory action how the agency 
has applied subsections (a) and (b). 
(d) REPORTS TO CONGRESS.— 
(1) INDIVIDUAL AGENCY REPORTS.— 
(A) IN
GENERAL.—The Federal financial 
institutions regulatory agencies shall individ-
ually report to the Committee on Financial 
Services of the House of Representatives and the 
Committee on Banking, Housing, and Urban Af-
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479 
fairs of the Senate, within twelve months of en-
actment of this section and annually thereafter, 
on the specific actions taken to tailor the agen-
cy’s regulatory actions pursuant to the require-
ments of this section. 
(B) APPEARANCE
BEFORE
THE
COMMIT-
TEES.—The head of each Federal financial insti-
tution regulatory agency shall appear before the 
Committee on Financial Services of the House of 
Representatives and the Committee on Banking, 
Housing, and Urban Affairs of the Senate after 
each report is made pursuant to subparagraph 
(A), to testify on the contents of such report. 
(2) FIEC REPORTS.— 
(A) IN GENERAL.—The Financial Institu-
tions Examination Council shall report to the 
Committee on Financial Services of the House of 
Representatives and the Committee on Banking, 
Housing, and Urban Affairs of the Senate, with-
in three months after the reports required under 
paragraph (1)— 
(i) on the extent to which regulatory 
actions tailored pursuant to this section re-
sult in differential regulation of similarly- 
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480 
situated institutions of diverse charter types 
with respect to comparable regulations; and 
(ii) the reasons for such differential 
treatment. 
(B) APPEARANCE
BEFORE
THE
COMMIT-
TEES.—The Chairman of the Financial Institu-
tions Examination Council shall appear before 
the Committee on Financial Services of the 
House of Representatives and the Committee on 
Banking, Housing, and Urban Affairs of the 
Senate after each report is made pursuant to 
subparagraph (A), to testify on the contents of 
such report. 
(e) LIMITED LOOK-BACK APPLICATION.—The Federal 
financial institutions regulatory agencies shall conduct a 
review of all regulations adopted during the period begin-
ning on the date that is five years before the date of the 
introduction of this Act in the House of Representatives and 
ending on the date of the enactment of this Act and apply 
the requirements of this section to such regulations. If the 
application of the requirements of this section to any such 
regulation requires such regulation to be revised, the agency 
shall revise such regulation within three years of the enact-
ment of this section. 
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481 
(f) DEFINITIONS.—For purposes of this section, the fol-
lowing definitions shall apply: 
(1) FEDERAL
FINANCIAL
INSTITUTIONS
REGU-
LATORY AGENCIES.—The term ‘‘Federal financial in-
stitutions regulatory agencies’’ means the Office of the 
Comptroller of the Currency, the Board of Governors 
of the Federal Reserve System, the Federal Deposit 
Insurance Corporation, the National Credit Union 
Administration, and the Consumer Financial Oppor-
tunity Commission. 
(2) REGULATORY ACTION.—The term ‘‘regulatory 
action’’ means any proposed, interim, or final rule or 
regulation, guidance, or published interpretation. 
Subtitle K—Federal Savings 
Association Charter Flexibility 
SEC. 1151. OPTION FOR FEDERAL SAVINGS ASSOCIATIONS 
TO OPERATE AS A COVERED SAVINGS ASSO-
CIATION. 
The Home Owners’ Loan Act is amended by inserting 
after section 5 (12 U.S.C. 1464) the following: 
‘‘SEC. 5A. ELECTION TO OPERATE AS A COVERED SAVINGS 
ASSOCIATION. 
‘‘(a) DEFINITION.—In this section, the term ‘covered 
savings association’ means a Federal savings association 
that makes an election approved under subsection (b). 
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482 
‘‘(b) ELECTION.— 
‘‘(1) IN GENERAL.—Upon issuance of the rules 
described in subsection (f), a Federal savings associa-
tion may elect to operate as a covered savings associa-
tion by submitting a notice to the Comptroller of such 
election. 
‘‘(2) APPROVAL.—A Federal savings association 
shall be deemed to be approved to operate as a covered 
savings association on the date that is 60 days after 
the date on which the Comptroller receives the notice 
under paragraph (1), unless the Comptroller notifies 
the Federal savings association otherwise. 
‘‘(c) RIGHTS
AND DUTIES.—Notwithstanding any 
other provision of law and except as otherwise provided in 
this section, a covered savings association shall— 
‘‘(1) have the same rights and privileges as a na-
tional bank that has its main office situated in the 
same location as the home office of the covered savings 
association; and 
‘‘(2) be subject to the same duties, restrictions, 
penalties, liabilities, conditions, and limitations that 
would apply to such a national bank. 
‘‘(d) TREATMENT
OF COVERED SAVINGS ASSOCIA-
TIONS.—A covered savings association shall be treated as 
a Federal savings association for the purposes— 
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483 
‘‘(1) of governance of the covered savings associa-
tion, including incorporation, bylaws, boards of direc-
tors, shareholders, and distribution of dividends; 
‘‘(2) of consolidation, merger, dissolution, conver-
sion (including conversion to a stock bank or to an-
other charter), conservatorship, and receivership; and 
‘‘(3) determined by regulation of the Comptroller. 
‘‘(e) EXISTING BRANCHES.—A covered savings associa-
tion may continue to operate any branch or agency the cov-
ered savings association operated on the date on which an 
election under subsection (b) is approved. 
‘‘(f) RULEMAKING.—The Comptroller shall issue rules 
to carry out this section— 
‘‘(1) that establish streamlined standards and 
procedures that clearly identify required documenta-
tion or timelines for an election under subsection (b); 
‘‘(2) that require a Federal savings association 
that makes an election under subsection (b) to iden-
tify specific assets and subsidiaries— 
‘‘(A) that do not conform to the require-
ments for assets and subsidiaries of a national 
bank; and 
‘‘(B) that are held by the Federal savings 
association on the date on which the Federal sav-
ings association submits a notice of such election; 
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484 
‘‘(3) that establish— 
‘‘(A) a transition process for bringing such 
assets and subsidiaries into conformance with 
the requirements for a national bank; and 
‘‘(B) procedures for allowing the Federal 
savings association to provide a justification for 
grandfathering such assets and subsidiaries after 
electing to operate as a covered savings associa-
tion; 
‘‘(4) that establish standards and procedures to 
allow a covered savings association to terminate an 
election under subsection (b) after an appropriate pe-
riod of time or to make a subsequent election; 
‘‘(5) that clarify requirements for the treatment 
of covered savings associations, including the provi-
sions of law that apply to covered savings associa-
tions; and 
‘‘(6) as the Comptroller deems necessary and in 
the interests of safety and soundness.’’. 
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485 
Subtitle L—SAFE Transitional 
Licensing 
SEC. 1156. ELIMINATING BARRIERS TO JOBS FOR LOAN 
ORIGINATORS. 
(a) IN GENERAL.—The S.A.F.E. Mortgage Licensing 
Act of 2008 (12 U.S.C. 5101 et seq.) is amended by adding 
at the end the following: 
‘‘SEC. 1518. EMPLOYMENT TRANSITION OF LOAN ORIGINA-
TORS. 
‘‘(a) TEMPORARY AUTHORITY TO ORIGINATE LOANS 
FOR LOAN ORIGINATORS MOVING FROM A DEPOSITORY IN-
STITUTION TO A NON-DEPOSITORY INSTITUTION.— 
‘‘(1) IN
GENERAL.—Upon employment by a 
State-licensed mortgage company, an individual who 
is a registered loan originator shall be deemed to have 
temporary authority to act as a loan originator in an 
application State for the period described in para-
graph (2) if the individual— 
‘‘(A) has not had an application for a loan 
originator license denied, or had such a license 
revoked or suspended in any governmental juris-
diction; 
‘‘(B) has not been subject to or served with 
a cease and desist order in any governmental ju-
risdiction or as described in section 1514(c); 
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486 
‘‘(C) has not been convicted of a felony that 
would preclude licensure under the law of the ap-
plication State; 
‘‘(D) has submitted an application to be a 
State-licensed loan originator in the application 
State; and 
‘‘(E) was registered in the Nationwide 
Mortgage Licensing System and Registry as a 
loan originator during the 12-month period pre-
ceding the date of submission of the information 
required under section 1505(a). 
‘‘(2) PERIOD.—The period described in para-
graph (1) shall begin on the date that the individual 
submits the information required under section 
1505(a) and shall end on the earliest of— 
‘‘(A) the date that the individual withdraws 
the application to be a State-licensed loan origi-
nator in the application State; 
‘‘(B) the date that the application State de-
nies, or issues a notice of intent to deny, the ap-
plication; 
‘‘(C) the date that the application State 
grants a State license; or 
‘‘(D) the date that is 120 days after the date 
on which the individual submits the application, 
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487 
if the application is listed on the Nationwide 
Mortgage Licensing System and Registry as in-
complete. 
‘‘(b) TEMPORARY AUTHORITY TO ORIGINATE LOANS 
FOR STATE-LICENSED LOAN ORIGINATORS MOVING INTER-
STATE.— 
‘‘(1) IN GENERAL.—A State-licensed loan origi-
nator shall be deemed to have temporary authority to 
act as a loan originator in an application State for 
the period described in paragraph (2) if the State-li-
censed loan originator— 
‘‘(A) meets the requirements of subpara-
graphs (A), (B), (C), and (D) of subsection 
(a)(1); 
‘‘(B) is employed by a State-licensed mort-
gage company in the application State; and 
‘‘(C) was licensed in a State that is not the 
application State during the 30-day period pre-
ceding the date of submission of the information 
required under section 1505(a) in connection 
with the application submitted to the application 
State. 
‘‘(2) PERIOD.—The period described in para-
graph (1) shall begin on the date that the State-li-
censed loan originator submits the information re-
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quired under section 1505(a) in connection with the 
application submitted to the application State and 
end on the earliest of— 
‘‘(A) the date that the State-licensed loan 
originator withdraws the application to be a 
State-licensed loan originator in the application 
State; 
‘‘(B) the date that the application State de-
nies, or issues a notice of intent to deny, the ap-
plication; 
‘‘(C) the date that the application State 
grants a State license; or 
‘‘(D) the date that is 120 days after the date 
on which the State-licensed loan originator sub-
mits the application, if the application is listed 
on the Nationwide Mortgage Licensing System 
and Registry as incomplete. 
‘‘(c) APPLICABILITY.— 
‘‘(1) Any person employing an individual who is 
deemed to have temporary authority to act as a loan 
originator in an application State pursuant to this 
section shall be subject to the requirements of this title 
and to applicable State law to the same extent as if 
such individual was a State-licensed loan originator 
licensed by the application State. 
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‘‘(2) Any individual who is deemed to have tem-
porary authority to act as a loan originator in an 
application State pursuant to this section and who 
engages in residential mortgage loan origination ac-
tivities shall be subject to the requirements of this title 
and to applicable State law to the same extent as if 
such individual was a State-licensed loan originator 
licensed by the application State. 
‘‘(d) DEFINITIONS.—In this section, the following defi-
nitions shall apply: 
‘‘(1) STATE-LICENSED
MORTGAGE
COMPANY.— 
The term ‘State-licensed mortgage company’ means 
an entity licensed or registered under the law of any 
State to engage in residential mortgage loan origina-
tion and processing activities. 
‘‘(2) APPLICATION STATE.—The term ‘applica-
tion State’ means a State in which a registered loan 
originator or a State-licensed loan originator seeks to 
be licensed.’’. 
(b) TABLE OF CONTENTS AMENDMENT.—The table of 
contents in section 1(b) of the Housing and Economic Re-
covery Act of 2008 (42 U.S.C. 4501 note) is amended by 
inserting after the item relating to section 1517 the fol-
lowing: 
‘‘Sec. 1518. Employment transition of loan originators.’’. 
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(c) AMENDMENT TO CIVIL LIABILITY OF THE CON-
SUMER FINANCIAL OPPORTUNITY COMMISSION AND OTHER 
OFFICIALS.—Section 1513 of the S.A.F.E. Mortgage Licens-
ing Act of 2008 (12 U.S.C. 5112) is amended by striking 
‘‘are loan originators or are applying for licensing or reg-
istration as loan originators’’ and inserting ‘‘are applying 
for licensing or registration using the Nationwide Mortgage 
Licensing System and Registry’’. 
Subtitle M—Right to Lend 
SEC. 1161. SMALL BUSINESS LOAN DATA COLLECTION RE-
QUIREMENT. 
(a) REPEAL.—Section 704B of the Equal Credit Op-
portunity Act (15 U.S.C. 1691c–2) is repealed. 
(b) CONFORMING AMENDMENTS.—Section 701(b) of the 
Equal Credit Opportunity Act (15 U.S.C. 1691(b)) is 
amended— 
(1) in paragraph (3), by inserting ‘‘or’’ at the 
end; 
(2) in paragraph (4), by striking ‘‘; or’’ and in-
serting a period; and 
(3) by striking paragraph (5). 
(c) CLERICAL AMENDMENT.—The table of sections for 
title VII of the Consumer Credit Protection Act is amended 
by striking the item relating to section 704B. 
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491 
Subtitle N—Community Bank 
Reporting Relief 
SEC. 1166. SHORT FORM CALL REPORT. 
(a) IN GENERAL.—Section 7(a) of the Federal Deposit 
Insurance Act (12 U.S.C. 1817(a)) is amended by adding 
at the end the following: 
‘‘(12) SHORT FORM REPORTING.— 
‘‘(A) IN GENERAL.—The appropriate Fed-
eral banking agencies shall issue regulations al-
lowing for a reduced reporting requirement for 
covered depository institutions when making the 
first and third report of condition for a year, as 
required pursuant to paragraph (3). 
‘‘(B) COVERED
DEPOSITORY
INSTITUTION 
DEFINED.—For purposes of this paragraph, the 
term ‘covered depository institution’ means an 
insured depository institution that— 
‘‘(i) is highly rated and well capital-
ized (as defined under section 38(b)); and 
‘‘(ii) satisfies such other criteria as the 
appropriate Federal banking agencies deter-
mine appropriate.’’. 
(b) REPORT TO CONGRESS.—Not later than 180 days 
after the date of the enactment of this Act, and every 365 
days thereafter until the appropriate Federal banking agen-
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492 
cies (as defined under section 3 of the Federal Deposit In-
surance Act) have issued the regulations required under sec-
tion 7(a)(12)(A) of the Federal Deposit Insurance Act, such 
agencies shall submit to the Committee on Financial Serv-
ices of the House of Representatives and the Committee on 
Banking, Housing, and Urban Affairs of the Senate a re-
port describing the progress made in issuing such regula-
tions. 
Subtitle O—Homeowner 
Information Privacy Protection 
SEC. 1171. STUDY REGARDING PRIVACY OF INFORMATION 
COLLECTED UNDER THE HOME MORTGAGE 
DISCLOSURE ACT OF 1975. 
(a) STUDY.—The Comptroller General of the United 
States shall conduct a study to determine whether the data 
required to be published, made available, or disclosed under 
the final rule, in connection with other publicly available 
data sources, including data made publicly available under 
Regulation C (12 C.F.R. 1003) before the effective date of 
the final rule, could allow for or increase the probability 
of— 
(1) exposure of the identity of mortgage appli-
cants or mortgagors through reverse engineering; 
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493 
(2) exposure of mortgage applicants or mortga-
gors to identity theft or the loss of sensitive personal 
financial information; 
(3) the marketing or sale of unfair or deceptive 
financial products to mortgage applicants or mortga-
gors based on such data; 
(4) personal financial loss or emotional distress 
resulting from the exposure of mortgage applicants or 
mortgagors to identify theft or the loss of sensitive 
personal financial information; and 
(5) the potential legal liability facing the Con-
sumer Financial Opportunity Commission and mar-
ket participants in the event the data required to be 
published, made available, or disclosed under the final 
rule leads or contributes to identity theft or the cap-
ture of sensitive personal financial information. 
(b) REPORT.—The Comptroller General of the United 
States shall submit to the Committee on Financial Services 
of the House of Representatives and the Committee on 
Banking, Housing, and Urban Affairs of the Senate a re-
port that includes— 
(1) the findings and conclusions of the Comp-
troller General with respect to the study required 
under subsection (a); and 
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494 
(2) any recommendations for legislative or regu-
latory actions that— 
(A) would enhance the privacy of a con-
sumer when accessing mortgage credit; and 
(B) are consistent with consumer protec-
tions and safe and sound banking operations. 
(c) SUSPENSION
OF
DATA
SHARING
REQUIRE-
MENTS.—Notwithstanding any other provision of law, in-
cluding the final rule— 
(1) depository institutions shall not be required 
to publish, disclose, or otherwise make available to the 
public, pursuant to the Home Mortgage Disclosure 
Act of 1975 (or regulations issued under such Act) 
any data that was not required to be published, dis-
closed, or otherwise made available pursuant to such 
Act (or regulations issued under such Act) on the day 
before the date of the enactment of the Dodd-Frank 
Wall Street Reform and Consumer Protection Act; 
and 
(2) the Consumer Financial Opportunity Com-
mission and the Financial Institutions Examination 
Council shall not publish, disclose, or otherwise make 
available to the public any such information received 
from a depository institution pursuant to the final 
rule. 
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495 
(d) DEFINITIONS.—For purposes of this section: 
(1) DEPOSITORY INSTITUTION.—The term ‘‘de-
pository institution’’ has the meaning given that term 
under section 303 of the Home Mortgage Disclosure 
Act of 1975 (12 U.S.C. 2802). 
(2) FINAL RULE.—The term ‘‘final rule’’ means 
the final rule issued by the Bureau of Consumer Fi-
nancial Protection titled ‘‘Home Mortgage Disclosure 
(Regulation C)’’ (October 28, 2015; 80 Fed. Reg. 
66128). 
Subtitle P—Home Mortgage 
Disclosure Adjustment 
SEC. 1176. DEPOSITORY INSTITUTIONS SUBJECT TO MAIN-
TENANCE OF RECORDS AND DISCLOSURE RE-
QUIREMENTS. 
(a) IN GENERAL.—Section 304 of the Home Mortgage 
Disclosure Act of 1975 (12 U.S.C. 2803) is amended— 
(1) by redesignating subsection (i) as paragraph 
(2) and adjusting the margin appropriately; and 
(2) by inserting before such paragraph (2) the 
following: 
‘‘(i) EXEMPTIONS.— 
‘‘(1) IN GENERAL.—With respect to a depository 
institution, the requirements of subsections (a) and 
(b) shall not apply— 
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‘‘(A) with respect to closed-end mortgage 
loans, if such depository institution originated 
less than 100 closed-end mortgage loans in each 
of the two preceding calendar years; and 
‘‘(B) with respect to open-end lines of cred-
it, if such depository institution originated less 
than 200 open-end lines of credit in each of the 
two preceding calendar years.’’. 
(b) TECHNICAL CORRECTION.—Section 304(i)(2) of 
such Act, as redesignated by subsection (a), is amended by 
striking ‘‘section 303(2)(A)’’ and inserting ‘‘section 
303(3)(A)’’. 
Subtitle Q—National Credit Union 
Administration Advisory Council 
SEC. 1181. CREDIT UNION ADVISORY COUNCIL. 
Section 102 of the Federal Credit Union Act (12 
U.S.C. 1752a) is amended by adding at the end the fol-
lowing: 
‘‘(g) CREDIT UNION ADVISORY COUNCIL.— 
‘‘(1) ESTABLISHMENT.—The Board shall estab-
lish the Credit Union Advisory Council to advise and 
consult with the Board in the exercise of the Board’s 
functions and to provide information on emerging 
credit union practices, including regional trends, con-
cerns, and other relevant information. 
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497 
‘‘(2) MEMBERSHIP.—The Board shall appoint no 
fewer than 15 and no more than 20 members to the 
Credit Union Advisory Council. In appointing such 
members, the Board shall include members rep-
resenting credit unions predominantly serving tradi-
tionally underserved communities and populations 
and their interests, without regard to party affili-
ation. 
‘‘(3) MEETINGS.—The Credit Union Advisory 
Council— 
‘‘(A) shall meet from time to time at the 
call of the Board; and 
‘‘(B) shall meet at least twice each year. 
‘‘(4) COMPENSATION AND TRAVEL EXPENSES.— 
Members of the Credit Union Advisory Council who 
are not full-time employees of the United States 
shall— 
‘‘(A) be entitled to receive compensation at 
a rate fixed by the Board, while attending meet-
ings of the Credit Union Advisory Council; and 
‘‘(B) be allowed travel expenses, including 
transportation and subsistence, while away from 
their homes or regular places of business.’’. 
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498 
Subtitle R—Credit Union 
Examination Reform 
SEC. 1186. EXTENSION OF EXAMINATION CYCLE OF THE NA-
TIONAL CREDIT UNION ADMINISTRATION TO 
18 MONTHS OR LONGER. 
(a) FEDERAL CREDIT UNION EXAMINATIONS.—Sec-
tion 106 of the Federal Credit Union Act (12 U.S.C. 1756) 
is amended— 
(1) by striking ‘‘Federal credit unions’’ and in-
serting the following: 
‘‘(a) IN GENERAL.—Federal credit unions’’; and 
(2) by adding at the end the following: 
‘‘(b) 18-MONTH OR LONGER EXAMINATION CYCLE FOR 
CERTAIN CREDIT UNIONS.— 
‘‘(1) IN GENERAL.—An examination of a Federal 
credit union described under subsection (a) may only 
be carried out once during each 18-month period with 
respect to a Federal credit union that— 
‘‘(A) 
has 
total 
assets 
of 
less 
than 
$1,000,000,000; 
‘‘(B) is well capitalized, as such term is de-
fined under section 216(c)(1); 
‘‘(C) was found in its most recent examina-
tion to be well managed, and its composite rat-
ing (under the Uniform Financial Institutions 
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499 
Rating System or an equivalent rating under a 
comparable rating system)— 
‘‘(i) was a 1, in the case of a Federal 
credit union that has total assets of more 
than $200,000,000; or 
‘‘(ii) was a 1 or a 2, in the case of a 
Federal credit union that has total assets of 
not more than $200,000,000; and 
‘‘(D) is not currently subject to a formal en-
forcement proceeding or order by the Adminis-
tration. 
‘‘(2) SAFETY
AND
SOUNDNESS
EXCEPTION.— 
Paragraph (1) shall not apply to a Federal credit 
union if the Administration determines— 
‘‘(A) that such credit union should be exam-
ined more often than every 18 months because of 
safety and soundness concerns; or 
‘‘(B) that such credit union has violated the 
law.’’. 
(b) INSURED CREDIT UNION EXAMINATIONS.—Section 
204 of the Federal Credit Union Act (12 U.S.C. 1784) is 
amended by adding at the end the following: 
‘‘(h) 18-MONTH OR LONGER EXAMINATION CYCLE FOR 
CERTAIN CREDIT UNIONS.— 
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‘‘(1) IN GENERAL.—An examination of an in-
sured credit union described under subsection (a) may 
only be carried out once during each 18-month period 
with respect to an insured credit union that— 
‘‘(A) 
has 
total 
assets 
of 
less 
than 
$1,000,000,000; 
‘‘(B) is well capitalized or adequately cap-
italized, as such terms are defined, respectively, 
under section 216(c)(1); 
‘‘(C) was found in its most recent examina-
tion to be well managed, and its composite rat-
ing (under the Uniform Financial Institutions 
Rating System or an equivalent rating under a 
comparable rating system)— 
‘‘(i) was a 1, in the case of an insured 
credit union that has total assets of more 
than $200,000,000; or 
‘‘(ii) was a 1 or a 2, in the case of an 
insured credit union that has total assets of 
not more than $200,000,000; and 
‘‘(D) is not currently subject to a formal en-
forcement proceeding or order by the Adminis-
tration. 
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501 
‘‘(2) SAFETY
AND
SOUNDNESS
EXCEPTION.— 
Paragraph (1) shall not apply to an insured credit 
union if the Administration determines— 
‘‘(A) that such credit union should be exam-
ined more often than every 18 months because of 
safety and soundness concerns; or 
‘‘(B) that such credit union has violated the 
law.’’. 
(c) BUDGET SAVINGS REPORT.—Not later than the 
end of the 180-day period beginning on the date of the en-
actment of this Act, the National Credit Union Administra-
tion shall issue a report to the Congress analyzing how the 
amendments made by this section affect the budget of the 
Administration. 
(d) RULEMAKING.—Not later than the end of the 100- 
day period beginning on the date of the enactment of this 
Act, the National Credit Union Administration shall issue 
regulations to carry out the amendments made by this sec-
tion. 
Subtitle S—NCUA Overhead 
Transparency 
SEC. 1191. FUND TRANSPARENCY. 
Section 203 of the Federal Credit Union Act (12 
U.S.C. 1783) is amended by adding at the end the following: 
‘‘(g) FUND TRANSPARENCY.— 
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502 
‘‘(1) IN GENERAL.—The Board shall accompany 
each annual budget submitted pursuant to section 
209(b) with a report containing— 
‘‘(A) a detailed analysis of how the expenses 
of the Administration are assigned between pru-
dential activities and insurance-related activities 
and the extent to which those expenses are paid 
from the fees collected pursuant to section 105 or 
from the Fund; and 
‘‘(B) the Board’s supporting rationale for 
any proposed use of amounts in the Fund con-
tained in such budget, including detailed break-
downs and supporting rationales for any such 
proposed use related to titles of this Act other 
than this title. 
‘‘(2) PUBLIC
DISCLOSURE.—The Board shall 
make each report described under paragraph (1) 
available to the public.’’. 
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Union Calendar No. 693 
114TH CONGRESS 
2D SESSION 
H. R. 5983 
[Report No. 114–883, Part I] 
A BILL 
To create hope and opportunity for consumers, in-
vestors, 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 repeal-
ing the provisions of the Dodd-Frank Act that 
make America less prosperous, less stable, and 
less free, and for other purposes. 
DECEMBER 20, 2016 
Reported from the Committee on Financial Services with 
an amendment 
DECEMBER 20, 2016 
The Committees on Agriculture, Ways and Means, the 
Judiciary, Oversight and Government Reform, Trans-
portation and Infrastructure, Rules, the Budget, and 
Education and the Workforce discharged; committed to 
the Committee of the Whole House on the State of the 
Union and ordered to be printed 
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