100 
HR 10 RFS
(4) For penalties imposed on or obtained from 
issuers: 
(A) Whether the violations involved re-
sulted in direct economic benefit to the issuers. 
(B) The impact of the penalties on the 
shareholders of the issuers. 
(c) DEFINITIONS.—In this section, the terms ‘‘Com-
mission’’, ‘‘issuer’’, and ‘‘securities laws’’ have the mean-
ings given such terms in section 3(a) of the Securities Ex-
change Act of 1934 (15 U.S.C. 78c(a)). 
Subtitle B—FIRREA Penalties 
Modernization 
SEC. 221. INCREASE OF CIVIL AND CRIMINAL PENALTIES 
ORIGINALLY ESTABLISHED IN THE FINAN-
CIAL 
INSTITUTIONS 
REFORM, 
RECOVERY, 
AND ENFORCEMENT ACT OF 1989. 
(a) AMENDMENTS TO FIRREA.—Section 951(b) of 
the Financial Institutions Reform, Recovery, and Enforce-
ment Act of 1989 (12 U.S.C. 1833a(b)) is amended— 
(1) in paragraph (1), by striking ‘‘$1,000,000’’ 
and inserting ‘‘$1,500,000’’; and 
(2) in paragraph (2), by striking ‘‘$1,000,000 
per day or $5,000,000’’ and inserting ‘‘$1,500,000 
per day or $7,500,000’’. 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00100
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
101 
HR 10 RFS
(b) AMENDMENTS TO THE HOME OWNERS’ LOAN 
ACT.—The Home Owners’ Loan Act (12 U.S.C. 1461 et 
seq.) is amended— 
(1) in section 5(v)(6), by striking ‘‘$1,000,000’’ 
and inserting ‘‘$1,500,000’’; and 
(2) in section 10— 
(A) in subsection (r)(3), by striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and 
(B) in subsection (i)(1)(B), by striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’. 
(c) AMENDMENTS TO THE FEDERAL DEPOSIT IN-
SURANCE ACT.—The Federal Deposit Insurance Act (12 
U.S.C. 1811 et seq.) is amended— 
(1) in section 7— 
(A) in subsection (a)(1), by striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and 
(B) in subsection (j)(16)(D), by striking 
‘‘$1,000,000’’ each place such term appears 
and inserting ‘‘$1,500,000’’; 
(2) in section 8— 
(A) in subsection (i)(2)(D), by striking 
‘‘$1,000,000’’ each place such term appears 
and inserting ‘‘$1,500,000’’; and 
(B) 
in 
subsection 
(j), 
by 
striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00101
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
102 
HR 10 RFS
(3) in section 19(b), by striking ‘‘$1,000,000’’ 
and inserting ‘‘$1,500,000’’. 
(d) AMENDMENTS TO THE FEDERAL CREDIT UNION 
ACT.—The Federal Credit Union Act (12 U.S.C. 1751 et 
seq.) is amended— 
(1) 
in 
section 
202(a)(3), 
by 
striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; 
(2) 
in 
section 
205(d)(3), 
by 
striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and 
(3) in section 206— 
(A) in subsection (k)(2)(D), by striking 
‘‘$1,000,000’’ each place such term appears 
and inserting ‘‘$1,500,000’’; and 
(B) 
in 
subsection 
(l), 
by 
striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’. 
(e) AMENDMENTS TO THE REVISED STATUTES OF 
THE UNITED STATES.—Title LXII of the Revised Stat-
utes of the United States is amended— 
(1) 
in 
section 
5213(c), 
by 
striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and 
(2) 
in 
section 
5239(b)(4), 
by 
striking 
‘‘$1,000,000’’ each place such term appears and in-
serting ‘‘$1,500,000’’. 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00102
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
103 
HR 10 RFS
(f) AMENDMENTS
TO
THE
FEDERAL
RESERVE 
ACT.—The Federal Reserve Act (12 U.S.C. 221 et seq.) 
is amended— 
(1) in the 6th undesignated paragraph of sec-
tion 9, by striking ‘‘$1,000,000’’ and inserting 
‘‘$1,500,000’’; 
(2) 
in 
section 
19(l)(4), 
by 
striking 
‘‘$1,000,000’’ each place such term appears and in-
serting ‘‘$1,500,000’’; and 
(3) in section 29(d), by striking ‘‘$1,000,000’’ 
each place such term appears and inserting 
‘‘$1,500,000’’. 
(g) AMENDMENTS TO THE BANK HOLDING COMPANY 
ACT AMENDMENTS OF 1970.—Section 106(b)(2)(F)(iv) of 
the Bank Holding Company Act Amendments of 1970 (12 
U.S.C. 1978(b)(2)(F)(iv)) is amended by striking 
‘‘$1,000,000’’ each place such term appears and inserting 
‘‘$1,500,000’’. 
(h) AMENDMENTS TO THE BANK HOLDING COMPANY 
ACT OF 1956.—Section 8 of the Bank Holding Company 
Act of 1956 (12 U.S.C. 1847) is amended— 
(1) 
in 
subsection 
(a)(2), 
by 
striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and 
(2) 
in 
subsection 
(d)(3), 
by 
striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’. 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00103
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
104 
HR 10 RFS
(i) AMENDMENTS TO TITLE 18, UNITED STATES 
CODE.—Title 18, United States Code, is amended— 
(1) in section 215(a) of chapter 11, by striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; 
(2) in chapter 31— 
(A) 
in 
section 
656, 
by 
striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and 
(B) 
in 
section 
657, 
by 
striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; 
(3) in chapter 47— 
(A) 
in 
section 
1005, 
by 
striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; 
(B) 
in 
section 
1006, 
by 
striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; 
(C) 
in 
section 
1007, 
by 
striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and 
(D) 
in 
section 
1014, 
by 
striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and 
(4) in chapter 63— 
(A) 
in 
section 
1341, 
by 
striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; 
(B) 
in 
section 
1343, 
by 
striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and 
(C) 
in 
section 
1344, 
by 
striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’. 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00104
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
105 
HR 10 RFS
TITLE 
III—DEMANDING 
AC-
COUNTABILITY FROM FINAN-
CIAL REGULATORS AND DE-
VOLVING POWER AWAY FROM 
WASHINGTON 
Subtitle A—Cost-Benefit Analyses 
SEC. 311. DEFINITIONS. 
As used in this subtitle— 
(1) the term ‘‘agency’’ means the Board of Gov-
ernors of the Federal Reserve System, the Consumer 
Law Enforcement Agency, the Commodity Futures 
Trading Commission, the Federal Deposit Insurance 
Corporation, the Federal Housing Finance Agency, 
the Office of the Comptroller of the Currency, the 
National Credit Union Administration, and the Se-
curities and Exchange Commission; 
(2) the term ‘‘chief economist’’ means— 
(A) with respect to the Board of Governors 
of the Federal Reserve System, the Director of 
the Division of Research and Statistics, or an 
employee of the agency with comparable author-
ity; 
(B) with respect to the Consumer Law En-
forcement Agency, the Head of the Office of 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00105
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
106 
HR 10 RFS
Economic Analysis, or an employee of the agen-
cy with comparable authority; 
(C) with respect to the Commodity Fu-
tures Trading Commission, the Chief Econo-
mist, or an employee of the agency with com-
parable authority; 
(D) with respect to the Federal Deposit 
Insurance Corporation, the Director of the Divi-
sion of Insurance and Research, or an employee 
of the agency with comparable authority; 
(E) with respect to the Federal Housing 
Finance Agency, the Chief Economist, or an 
employee of the agency with comparable author-
ity; 
(F) with respect to the Office of the Comp-
troller of the Currency, the Director for Policy 
Analysis, or an employee of the agency with 
comparable authority; 
(G) with respect to the National Credit 
Union Administration, the Chief Economist, or 
an employee of the agency with comparable au-
thority; and 
(H) with respect to the Securities and Ex-
change Commission, the Director of the Divi-
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00106
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
107 
HR 10 RFS
sion of Economic and Risk Analysis, or an em-
ployee of the agency with comparable authority; 
(3) the term ‘‘Council’’ means the Chief Econo-
mists Council established under section 318; and 
(4) the term ‘‘regulation’’— 
(A) means an agency statement of general 
applicability and future effect that is designed 
to implement, interpret, or prescribe law or pol-
icy or to describe the procedure or practice re-
quirements of an agency, including rules, orders 
of general applicability, interpretive releases, 
and other statements of general applicability 
that the agency intends to have the force and 
effect of law; and 
(B) does not include— 
(i) a regulation issued in accordance 
with the formal rulemaking provisions of 
section 556 or 557 of title 5, United States 
Code; 
(ii) a regulation that is limited to 
agency organization, management, or per-
sonnel matters; 
(iii) a regulation promulgated pursu-
ant to statutory authority that expressly 
prohibits compliance with this provision; 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00107
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
108 
HR 10 RFS
(iv) a regulation that is certified by 
the agency to be an emergency action, if 
such certification is published in the Fed-
eral Register; 
(v) a regulation that is promulgated 
by the Board of Governors of the Federal 
Reserve System or the Federal Open Mar-
ket Committee under section 10A, 10B, 
13, 13A, or 19 of the Federal Reserve Act, 
or any of subsections (a) through (f) of 
section 14 of that Act; 
(vi) a regulation filed with the Securi-
ties and Exchange Commission by the 
Public Company Accounting Oversight 
Board, the Municipal Securities Rule-
making Board, or any national securities 
association registered under section 15A of 
the Securities Exchange Act of 1934 (15 
U.S.C. 78o–3(a)) for which the board or 
association has itself conducted the cost- 
benefit analysis and otherwise complied 
with the requirements of section 312; or 
(vii) a regulation filed with the Securi-
ties and Exchange Commission by a na-
tional 
securities 
association 
registered 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00108
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
109 
HR 10 RFS
under section 15A(k) of the Securities Ex-
change Act of 1934 (15 U.S.C. 78o–3(k)). 
SEC. 312. REQUIRED REGULATORY ANALYSIS. 
(a) REQUIREMENTS
FOR NOTICES
OF PROPOSED 
RULEMAKING.—An agency may not issue a notice of pro-
posed rulemaking unless the agency includes in the notice 
of proposed rulemaking an analysis that contains, at a 
minimum, with respect to each regulation that is being 
proposed— 
(1) an identification of the need for the regula-
tion and the regulatory objective, including identi-
fication of the nature and significance of the market 
failure, regulatory failure, or other problem that ne-
cessitates the regulation; 
(2) an explanation of why the private market or 
State, local, or tribal authorities cannot adequately 
address the identified market failure or other prob-
lem; 
(3) an analysis of the adverse impacts to regu-
lated entities, other market participants, economic 
activity, or agency effectiveness that are engendered 
by the regulation and the magnitude of such adverse 
impacts; 
(4) a quantitative and qualitative assessment of 
all anticipated direct and indirect costs and benefits 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00109
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
110 
HR 10 RFS
of the regulation (as compared to a benchmark that 
assumes the absence of the regulation), including— 
(A) compliance costs; 
(B) effects on economic activity, net job 
creation (excluding jobs related to ensuring 
compliance with the regulation), efficiency, com-
petition, and capital formation; 
(C) regulatory administrative costs; and 
(D) costs imposed by the regulation on 
State, local, or tribal governments or other reg-
ulatory authorities; 
(5) if quantified benefits do not outweigh quan-
titative costs, a justification for the regulation; 
(6) an identification and assessment of all avail-
able alternatives to the regulation, including modi-
fication of an existing regulation or statute, together 
with— 
(A) an explanation of why the regulation 
meets the objectives of the regulation more ef-
fectively than the alternatives, and if the agency 
is proposing multiple alternatives, an expla-
nation of why a notice of proposed rulemaking, 
rather than an advanced notice of proposed 
rulemaking, is appropriate; and 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00110
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
111 
HR 10 RFS
(B) if the regulation is not a pilot pro-
gram, an explanation of why a pilot program is 
not appropriate; 
(7) if the regulation specifies the behavior or 
manner of compliance, an explanation of why the 
agency did not instead specify performance objec-
tives; 
(8) an assessment of how the burden imposed 
by the regulation will be distributed among market 
participants, including whether consumers, investors, 
small businesses, or independent financial firms and 
advisors will be disproportionately burdened; 
(9) an assessment of the extent to which the 
regulation is inconsistent, incompatible, or duplica-
tive with the existing regulations of the agency or 
those of other domestic and international regulatory 
authorities with overlapping jurisdiction; 
(10) a description of any studies, surveys, or 
other data relied upon in preparing the analysis; 
(11) an assessment of the degree to which the 
key assumptions underlying the analysis are subject 
to uncertainty; and 
(12) an explanation of predicted changes in 
market structure and infrastructure and in behavior 
by market participants, including consumers and in-
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00111
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
112 
HR 10 RFS
vestors, assuming that they will pursue their eco-
nomic interests. 
(b) REQUIREMENTS FOR NOTICES OF FINAL RULE-
MAKING.— 
(1) IN GENERAL.—Notwithstanding any other 
provision of law, an agency may not issue a notice 
of final rulemaking with respect to a regulation un-
less the agency— 
(A) has issued a notice of proposed rule-
making for the relevant regulation; 
(B) has conducted and includes in the no-
tice of final rulemaking an analysis that con-
tains, at a minimum, the elements required 
under subsection (a); and 
(C) includes in the notice of final rule-
making regulatory impact metrics selected by 
the chief economist to be used in preparing the 
report required pursuant to section 315. 
(2) 
CONSIDERATION
OF
COMMENTS.—The 
agency shall incorporate in the elements described in 
paragraph (1)(B) the data and analyses provided to 
the agency by commenters during the comment pe-
riod, or explain why the data or analyses are not 
being incorporated. 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00112
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
113 
HR 10 RFS
(3) COMMENT PERIOD.—An agency shall not 
publish a notice of final rulemaking with respect to 
a regulation, unless the agency— 
(A) has allowed at least 90 days from the 
date of publication in the Federal Register of 
the notice of proposed rulemaking for the sub-
mission of public comments; or 
(B) includes in the notice of final rule-
making an explanation of why the agency was 
not able to provide a 90-day comment period. 
(4) PROHIBITED RULES.— 
(A) IN
GENERAL.—An agency may not 
publish a notice of final rulemaking if the agen-
cy, in its analysis under paragraph (1)(B), de-
termines that the quantified costs are greater 
than the quantified benefits under subsection 
(a)(5). 
(B) PUBLICATION
OF
ANALYSIS.—If the 
agency is precluded by subparagraph (A) from 
publishing a notice of final rulemaking, the 
agency shall publish in the Federal Register 
and on the public website of the agency its 
analysis under paragraph (1)(B), and provide 
the analysis to each House of Congress. 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00113
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
114 
HR 10 RFS
(C) 
CONGRESSIONAL
WAIVER.—If 
the 
agency is precluded by subparagraph (A) from 
publishing a notice of final rulemaking, Con-
gress, by joint resolution pursuant to the proce-
dures set forth for joint resolutions in section 
802 of title 5, United States Code, may direct 
the agency to publish a notice of final rule-
making notwithstanding the prohibition con-
tained in subparagraph (A). In applying section 
802 of title 5, United States Code, for purposes 
of this paragraph, section 802(e)(2) shall not 
apply and the terms— 
(i) ‘‘joint resolution’’ or ‘‘joint resolu-
tion described in subsection (a)’’ means 
only a joint resolution introduced during 
the period beginning on the submission or 
publication date and ending 60 days there-
after (excluding days either House of Con-
gress is adjourned for more than 3 days 
during a session of Congress), the matter 
after the resolving clause of which is as fol-
lows: ‘‘That Congress directs, notwith-
standing the prohibition contained in sec-
tion 
312(b)(4)(A) 
of 
the 
Financial 
CHOICE Act of 2017, the ll to publish 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00114
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
115 
HR 10 RFS
the notice of final rulemaking for the regu-
lation or regulations that were the subject 
of the analysis submitted by the ll to 
Congress on ll.’’ (The blank spaces 
being appropriately filled in.); and 
(ii) ‘‘submission or publication date’’ 
means— 
(I) the date on which the analysis 
under paragraph (1)(B) is submitted 
to Congress under paragraph (4)(B); 
or 
(II) if the analysis is submitted 
to Congress less than 60 session days 
or 60 legislative days before the date 
on which the Congress adjourns a ses-
sion of Congress, the date on which 
the same or succeeding Congress first 
convenes its next session. 
SEC. 313. RULE OF CONSTRUCTION. 
Provided that an agency has first issued an advanced 
notice of proposed rulemaking in connection with a regula-
tion, the agency is not required to comply with section 
3506(c)(2) of title 44, United States Code, with respect 
to any information collection request— 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00115
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
116 
HR 10 RFS
(1) that identifies the advanced notice of pro-
posed rulemaking in such request; 
(2) that informs the person from whom the in-
formation is obtained or solicited that the provision 
of such information is voluntary; 
(3) that is necessary to comply with section 
312; and 
(4) with respect to which the information col-
lected will not be used for purposes other than com-
pliance with this title. 
SEC. 314. PUBLIC AVAILABILITY OF DATA AND REGU-
LATORY ANALYSIS. 
(a) IN GENERAL.—At or before the commencement 
of the public comment period with respect to a regulation, 
the agency shall make available on its public website suffi-
cient information about the data, methodologies, and as-
sumptions underlying the analyses performed pursuant to 
section 312 so that the analytical results of the agency 
are capable of being substantially reproduced, subject to 
an acceptable degree of imprecision or error. 
(b) CONFIDENTIALITY.—The agency shall comply 
with subsection (a) in a manner that preserves the non-
public nature of confidential information, including con-
fidential trade secrets, confidential commercial or financial 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00116
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
117 
HR 10 RFS
information, and confidential information about positions, 
transactions, or business practices. 
SEC. 315. FIVE-YEAR REGULATORY IMPACT ANALYSIS. 
(a) IN GENERAL.—Not later than 5 years after the 
date of publication in the Federal Register of a notice of 
final rulemaking, the chief economist of the agency shall 
issue a report that examines the economic impact of the 
subject regulation, including the direct and indirect costs 
and benefits of the regulation. 
(b) REGULATORY IMPACT METRICS.—In preparing 
the report required by subsection (a), the chief economist 
shall employ the regulatory impact metrics included in the 
notice 
of 
final 
rulemaking 
pursuant 
to 
section 
312(b)(1)(C). 
(c) REPRODUCIBILITY.—The report shall include the 
data, methodologies, and assumptions underlying the eval-
uation so that the agency’s analytical results are capable 
of being substantially reproduced, subject to an acceptable 
degree of imprecision or error. 
(d) CONFIDENTIALITY.—The agency shall comply 
with subsection (c) in a manner that preserves the non-
public nature of confidential information, including con-
fidential trade secrets, confidential commercial or financial 
information, and confidential information about positions, 
transactions, or business practices. 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00117
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
118 
HR 10 RFS
(e) REPORT.—The agency shall submit the report re-
quired by subsection (a) to the Committee on Banking, 
Housing, and Urban Affairs of the Senate and the Com-
mittee on Financial Services of the House of Representa-
tives and post it on the public website of the agency. Not-
withstanding the previous sentence, the Commodity Fu-
tures Trading Commission shall only submit its report to 
the Committee on Agriculture, Nutrition, and Forestry of 
the Senate and the Committee on Agriculture of the 
House of Representatives. 
SEC. 316. RETROSPECTIVE REVIEW OF EXISTING RULES. 
(a) REGULATORY IMPROVEMENT PLAN.—Not later 
than 1 year after the date of enactment of this Act and 
every 5 years thereafter, each agency shall develop, submit 
to the Committee on Banking, Housing, and Urban Af-
fairs of the Senate and the Committee on Financial Serv-
ices of the House of Representatives, and post on the pub-
lic website of the agency a plan, consistent with law and 
its resources and regulatory priorities, under which the 
agency will modify, streamline, expand, or repeal existing 
regulations so as to make the regulatory program of the 
agency more effective or less burdensome in achieving the 
regulatory objectives. Notwithstanding the previous sen-
tence, the Commodity Futures Trading Commission shall 
only submit its plan to the Committee on Agriculture, Nu-
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00118
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
119 
HR 10 RFS
trition, and Forestry of the Senate and the Committee on 
Agriculture of the House of Representatives. 
(b) IMPLEMENTATION
PROGRESS
REPORT.—Two 
years after the date of submission of each plan required 
under subsection (a), each agency shall develop, submit 
to the Committee on Banking, Housing, and Urban Af-
fairs of the Senate and the Committee on Financial Serv-
ices of the House of Representatives, and post on the pub-
lic website of the agency a report of the steps that it has 
taken to implement the plan, steps that remain to be taken 
to implement the plan, and, if any parts of the plan will 
not be implemented, reasons for not implementing those 
parts of the plan. Notwithstanding the previous sentence, 
the Commodity Futures Trading Commission shall only 
submit its plan to the Committee on Agriculture, Nutri-
tion, and Forestry of the Senate and the Committee on 
Agriculture of the House of Representatives. 
SEC. 317. JUDICIAL REVIEW. 
(a) IN GENERAL.—Notwithstanding any other provi-
sion of law, during the period beginning on the date on 
which a notice of final rulemaking for a regulation is pub-
lished in the Federal Register and ending 1 year later, 
a person that is adversely affected or aggrieved by the reg-
ulation is entitled to bring an action in the United States 
Court of Appeals for the District of Columbia Circuit for 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00119
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
120 
HR 10 RFS
judicial review of agency compliance with the requirements 
of section 312. 
(b) STAY.—The court may stay the effective date of 
the regulation or any provision thereof. 
(c) RELIEF.—If the court finds that an agency has 
not complied with the requirements of section 312, the 
court shall vacate the subject regulation, unless the agency 
shows by clear and convincing evidence that vacating the 
regulation would result in irreparable harm. Nothing in 
this section affects other limitations on judicial review or 
the power or duty of the court to dismiss any action or 
deny relief on any other appropriate legal or equitable 
ground. 
SEC. 318. CHIEF ECONOMISTS COUNCIL. 
(a) ESTABLISHMENT.—There is established the Chief 
Economists Council. 
(b) MEMBERSHIP.—The Council shall consist of the 
chief economist of each agency. The members of the Coun-
cil shall select the first chairperson of the Council. There-
after the position of Chairperson shall rotate annually 
among the members of the Council. 
(c) MEETINGS.—The Council shall meet at the call 
of the Chairperson, but not less frequently than quarterly. 
(d) REPORT.—One year after the effective date of 
this Act and annually thereafter, the Council shall prepare 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00120
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
121 
HR 10 RFS
and submit to the Committee on Banking, Housing, and 
Urban Affairs and the Committee on Agriculture, Nutri-
tion, and Forestry of the Senate and the Committee on 
Financial Services and the Committee on Agriculture of 
the House of Representatives, and make publicly available 
on the Council’s website, a report on— 
(1) the benefits and costs of regulations adopt-
ed by the agencies during the past 12 months; 
(2) the regulatory actions planned by the agen-
cies for the upcoming 12 months; 
(3) the cumulative effect of the existing regula-
tions of the agencies on economic activity, innova-
tion, international competitiveness of entities regu-
lated by the agencies, and net job creation (exclud-
ing jobs related to ensuring compliance with the reg-
ulation); 
(4) the training and qualifications of the per-
sons who prepared the cost-benefit analyses of each 
agency during the past 12 months; 
(5) the sufficiency of the resources available to 
the chief economists during the past 12 months for 
the conduct of the activities required by this subtitle; 
and 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00121
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
122 
HR 10 RFS
(6) recommendations for legislative or regu-
latory action to enhance the efficiency and effective-
ness of financial regulation in the United States. 
SEC. 319. CONFORMING AMENDMENTS. 
Section 15(a) of the Commodity Exchange Act (7 
U.S.C. 19(a)) is amended— 
(1) by striking paragraph (1); 
(2) in paragraph (2), by striking ‘‘(2)’’ and all 
that follows through ‘‘light of—’’ and inserting the 
following: 
‘‘(1) CONSIDERATIONS.—Before promulgating a 
regulation under this chapter or issuing an order 
(except as provided in paragraph (2)), the Commis-
sion shall take into consideration—’’; 
(3) in paragraph (1), as so redesignated— 
(A) in subparagraph (B), by striking ‘‘fu-
tures’’ and inserting ‘‘the relevant’’; 
(B) in subparagraph (C), by adding ‘‘and’’ 
at the end; 
(C) in subparagraph (D), by striking ‘‘; 
and’’ and inserting a period; and 
(D) by striking subparagraph (E); and 
(4) by redesignating paragraph (3) as para-
graph (2). 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00122
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
123 
HR 10 RFS
SEC. 320. OTHER REGULATORY ENTITIES. 
Not later than 1 year after the date of enactment 
of this Act, the Securities and Exchange Commission shall 
provide to the Committee on Banking, Housing, and 
Urban Affairs of the Senate and the Committee on Finan-
cial Services of the House of Representatives, and make 
publicly available on the Commission’s website a report 
setting forth a plan for subjecting the Public Company 
Accounting Oversight Board, the Municipal Securities 
Rulemaking Board, and any national securities association 
registered under section 15A of the Securities Exchange 
Act of 1934 (15 U.S.C. 78o–4(a)), other than subsection 
(k) of such section 15A, to the requirements of this sub-
title, other than direct representation on the Council. 
SEC. 321. AVOIDANCE OF DUPLICATIVE OR UNNECESSARY 
ANALYSES. 
An agency may perform the analyses required by this 
subtitle in conjunction with, or as a part of, any other 
agenda or analysis required by any other provision of law, 
if such other analysis satisfies the provisions of this sub-
title. 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00123
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
124 
HR 10 RFS
Subtitle B—Congressional Review 
of 
Federal 
Financial 
Agency 
Rulemaking 
SEC. 331. CONGRESSIONAL REVIEW. 
(a)(1)(A) Before a rule may take effect, an agency 
shall publish in the Federal Register a list of information 
on which the rule is based, including data, scientific and 
economic studies, and cost-benefit analyses, and identify 
how the public can access such information online, and 
shall submit to each House of the Congress and to the 
Comptroller General a report containing— 
(i) a copy of the rule; 
(ii) a concise general statement relating to the 
rule; 
(iii) a classification of the rule as a major or 
nonmajor rule, including an explanation of the clas-
sification specifically addressing each criteria for a 
major rule contained within subparagraphs (A) 
through (C) of section 334(2); 
(iv) a list of any other related regulatory ac-
tions intended to implement the same statutory pro-
vision or regulatory objective as well as the indi-
vidual and aggregate economic effects of those ac-
tions; and 
(v) the proposed effective date of the rule. 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00124
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
125 
HR 10 RFS
(B) On the date of the submission of the report under 
subparagraph (A), the agency shall submit to the Comp-
troller General and make available to each House of Con-
gress— 
(i) a complete copy of the cost-benefit analysis 
of the rule, if any, including an analysis of any jobs 
added or lost, differentiating between public and pri-
vate sector jobs; 
(ii) the agency’s actions pursuant to sections 
603, 604, 605, 607, and 609 of title 5, United 
States Code; 
(iii) the agency’s actions pursuant to sections 
202, 203, 204, and 205 of the Unfunded Mandates 
Reform Act of 1995 and subtitle G; and 
(iv) any other relevant information or require-
ments under any other Act and any relevant Execu-
tive orders. 
(C) Upon receipt of a report submitted under sub-
paragraph (A), each House shall provide copies of the re-
port to the chairman and ranking member of each stand-
ing committee with jurisdiction under the rules of the 
House of Representatives or the Senate to report a bill 
to amend the provision of law under which the rule is 
issued. 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00125
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
126 
HR 10 RFS
(2)(A) The Comptroller General shall provide a re-
port on each major rule to the committees of jurisdiction 
by the end of 15 calendar days after the submission or 
publication date. The report of the Comptroller General 
shall include an assessment of the agency’s compliance 
with procedural steps required by paragraph (1)(B) and 
an assessment of whether the major rule imposes any new 
limits or mandates on private-sector activity. 
(B) Agencies shall cooperate with the Comptroller 
General by providing information relevant to the Comp-
troller General’s report under subparagraph (A). 
(3) A major rule relating to a report submitted under 
paragraph (1) shall take effect upon enactment of a joint 
resolution of approval described in section 332 or as pro-
vided for in the rule following enactment of a joint resolu-
tion of approval described in section 332, whichever is 
later. 
(4) A nonmajor rule shall take effect as provided by 
section 333 after submission to Congress under paragraph 
(1). 
(5) If a joint resolution of approval relating to a 
major rule is not enacted within the period provided in 
subsection (b)(2), then a joint resolution of approval relat-
ing to the same rule may not be considered under this 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00126
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
127 
HR 10 RFS
subtitle in the same Congress by either the House of Rep-
resentatives or the Senate. 
(b)(1) A major rule shall not take effect unless the 
Congress enacts a joint resolution of approval described 
under section 332. 
(2) If a joint resolution described in subsection (a) 
is not enacted into law by the end of 70 session days or 
legislative days, as applicable, beginning on the date on 
which the report referred to in subsection (a)(1)(A) is re-
ceived by Congress (excluding days either House of Con-
gress is adjourned for more than 3 days during a session 
of Congress), then the rule described in that resolution 
shall be deemed not to be approved and such rule shall 
not take effect. 
(c)(1) Notwithstanding any other provision of this 
section (except subject to paragraph (3)), a major rule 
may take effect for one 90-calendar-day period if the 
President makes a determination under paragraph (2) and 
submits written notice of such determination to the Con-
gress. 
(2) Paragraph (1) applies to a determination made 
by the President by Executive order that the major rule 
should take effect because such rule is— 
(A) necessary because of an imminent threat to 
health or safety or other emergency; 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00127
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
128 
HR 10 RFS
(B) necessary for the enforcement of criminal 
laws; 
(C) necessary for national security; or 
(D) issued pursuant to any statute imple-
menting an international trade agreement. 
(3) An exercise by the President of the authority 
under this subsection shall have no effect on the proce-
dures under section 332. 
(d)(1) In addition to the opportunity for review other-
wise provided under this subtitle, in the case of any rule 
for which a report was submitted in accordance with sub-
section (a)(1)(A) during the period beginning on the date 
occurring— 
(A) in the case of the Senate, 60 session days; 
or 
(B) in the case of the House of Representatives, 
60 legislative days, 
before the date the Congress is scheduled to adjourn a 
session of Congress through the date on which the same 
or succeeding Congress first convenes its next session, sec-
tions 332 and 333 shall apply to such rule in the suc-
ceeding session of Congress. 
(2)(A) In applying sections 332 and 333 for purposes 
of such additional review, a rule described under para-
graph (1) shall be treated as though— 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00128
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
129 
HR 10 RFS
(i) such rule were published in the Federal Reg-
ister on— 
(I) in the case of the Senate, the 15th ses-
sion day; or 
(II) in the case of the House of Represent-
atives, the 15th legislative day, 
after the succeeding session of Congress first con-
venes; and 
(ii) a report on such rule were submitted to 
Congress under subsection (a)(1) on such date. 
(B) Nothing in this paragraph shall be construed to 
affect the requirement under subsection (a)(1) that a re-
port shall be submitted to Congress before a rule can take 
effect. 
(3) A rule described under paragraph (1) shall take 
effect as otherwise provided by law (including other sub-
sections of this section). 
SEC. 332. CONGRESSIONAL APPROVAL PROCEDURE FOR 
MAJOR RULES. 
(a)(1) For purposes of this section, the term ‘‘joint 
resolution’’ means only a joint resolution addressing a re-
port classifying a rule as major pursuant to section 
331(a)(1)(A)(iii) that— 
(A) bears no preamble; 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00129
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
130 
HR 10 RFS
(B) bears the following title (with blanks filled 
as appropriate): ‘‘Approving the rule submitted by 
lll relating to lll.’’; 
(C) includes after its resolving clause only the 
following (with blanks filled as appropriate): ‘‘That 
Congress approves the rule submitted by lll re-
lating to lll.’’; and 
(D) is introduced pursuant to paragraph (2). 
(2) After a House of Congress receives a report 
classifying a rule as major pursuant to section 
331(a)(1)(A)(iii), the majority leader of that House (or 
his or her respective designee) shall introduce (by request, 
if appropriate) a joint resolution described in paragraph 
(1)— 
(A) in the case of the House of Representatives, 
within 3 legislative days; and 
(B) in the case of the Senate, within 3 session 
days. 
(3) A joint resolution described in paragraph (1) shall 
not be subject to amendment at any stage of proceeding. 
(b) A joint resolution described in subsection (a) shall 
be referred in each House of Congress to the committees 
having jurisdiction over the provision of law under which 
the rule is issued. 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00130
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
131 
HR 10 RFS
(c) In the Senate, if the committee or committees to 
which a joint resolution described in subsection (a) has 
been referred have not reported it at the end of 15 session 
days after its introduction, such committee or committees 
shall be automatically discharged from further consider-
ation of the resolution and it shall be placed on the cal-
endar. A vote on final passage of the resolution shall be 
taken on or before the close of the 15th session day after 
the resolution is reported by the committee or committees 
to which it was referred, or after such committee or com-
mittees have been discharged from further consideration 
of the resolution. 
(d)(1) In the Senate, when the committee or commit-
tees to which a joint resolution is referred have reported, 
or when a committee or committees are discharged (under 
subsection (c)) from further consideration of a joint reso-
lution described in subsection (a), it is at any time there-
after in order (even though a previous motion to the same 
effect has been disagreed to) for a motion to proceed to 
the consideration of the joint resolution, and all points of 
order against the joint resolution (and against consider-
ation of the joint resolution) are waived. The motion is 
not subject to amendment, or to a motion to postpone, 
or to a motion to proceed to the consideration of other 
business. A motion to reconsider the vote by which the 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00131
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
132 
HR 10 RFS
motion is agreed to or disagreed to shall not be in order. 
If a motion to proceed to the consideration of the joint 
resolution is agreed to, the joint resolution shall remain 
the unfinished business of the Senate until disposed of. 
(2) In the Senate, debate on the joint resolution, and 
on all debatable motions and appeals in connection there-
with, shall be limited to not more than 2 hours, which 
shall be divided equally between those favoring and those 
opposing the joint resolution. A motion to further limit 
debate is in order and not debatable. An amendment to, 
or a motion to postpone, or a motion to proceed to the 
consideration of other business, or a motion to recommit 
the joint resolution is not in order. 
(3) In the Senate, immediately following the conclu-
sion of the debate on a joint resolution described in sub-
section (a), and a single quorum call at the conclusion of 
the debate if requested in accordance with the rules of the 
Senate, the vote on final passage of the joint resolution 
shall occur. 
(4) Appeals from the decisions of the Chair relating 
to the application of the rules of the Senate to the proce-
dure relating to a joint resolution described in subsection 
(a) shall be decided without debate. 
(e) In the House of Representatives, if any committee 
to which a joint resolution described in subsection (a) has 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00132
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
133 
HR 10 RFS
been referred has not reported it to the House at the end 
of 15 legislative days after its introduction, such com-
mittee shall be discharged from further consideration of 
the joint resolution, and it shall be placed on the appro-
priate calendar. On the second and fourth Thursdays of 
each month it shall be in order at any time for the Speaker 
to recognize a Member who favors passage of a joint reso-
lution that has appeared on the calendar for at least 5 
legislative days to call up that joint resolution for imme-
diate consideration in the House without intervention of 
any point of order. When so called up a joint resolution 
shall be considered as read and shall be debatable for 1 
hour equally divided and controlled by the proponent and 
an opponent, and the previous question shall be considered 
as ordered to its passage without intervening motion. It 
shall not be in order to reconsider the vote on passage. 
If a vote on final passage of the joint resolution has not 
been taken by the third Thursday on which the Speaker 
may recognize a Member under this subsection, such vote 
shall be taken on that day. 
(f)(1) If, before passing a joint resolution described 
in subsection (a), one House receives from the other a 
joint resolution having the same text, then— 
(A) the joint resolution of the other House shall 
not be referred to a committee; and 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00133
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
134 
HR 10 RFS
(B) the procedure in the receiving House shall 
be the same as if no joint resolution had been re-
ceived from the other House until the vote on pas-
sage, when the joint resolution received from the 
other House shall supplant the joint resolution of 
the receiving House. 
(2) This subsection shall not apply to the House of 
Representatives if the joint resolution received from the 
Senate is a revenue measure. 
(g) If either House has not taken a vote on final pas-
sage of the joint resolution by the last day of the period 
described in section 331(b)(2), then such vote shall be 
taken on that day. 
(h) This section and section 333 are enacted by Con-
gress— 
(1) as an exercise of the rulemaking power of 
the Senate and House of Representatives, respec-
tively, and as such is deemed to be part of the rules 
of each House, respectively, but applicable only with 
respect to the procedure to be followed in that 
House in the case of a joint resolution described in 
subsection (a) and superseding other rules only 
where explicitly so; and 
(2) with full recognition of the Constitutional 
right of either House to change the rules (so far as 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00134
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
135 
HR 10 RFS
they relate to the procedure of that House) at any 
time, in the same manner and to the same extent as 
in the case of any other rule of that House. 
SEC. 333. CONGRESSIONAL DISAPPROVAL PROCEDURE FOR 
NONMAJOR RULES. 
(a) For purposes of this section, the term ‘‘joint reso-
lution’’ means only a joint resolution introduced in the pe-
riod beginning on the date on which the report referred 
to in section 331(a)(1)(A) is received by Congress and 
ending 60 days thereafter (excluding days either House 
of Congress is adjourned for more than 3 days during a 
session of Congress), the matter after the resolving clause 
of which is as follows: ‘‘That Congress disapproves the 
nonmajor rule submitted by the lll relating to 
lll, and such rule shall have no force or effect.’’ (The 
blank spaces being appropriately filled in). 
(b) A joint resolution described in subsection (a) shall 
be referred to the committees in each House of Congress 
with jurisdiction. 
(c) In the Senate, if the committee to which is re-
ferred a joint resolution described in subsection (a) has 
not reported such joint resolution (or an identical joint 
resolution) at the end of 15 session days after the date 
of introduction of the joint resolution, such committee may 
be discharged from further consideration of such joint res-
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00135
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
136 
HR 10 RFS
olution upon a petition supported in writing by 30 Mem-
bers of the Senate, and such joint resolution shall be 
placed on the calendar. 
(d)(1) In the Senate, when the committee to which 
a joint resolution is referred has reported, or when a com-
mittee is discharged (under subsection (c)) from further 
consideration of a joint resolution described in subsection 
(a), it is at any time thereafter in order (even though a 
previous motion to the same effect has been disagreed to) 
for a motion to proceed to the consideration of the joint 
resolution, and all points of order against the joint resolu-
tion (and against consideration of the joint resolution) are 
waived. The motion is not subject to amendment, or to 
a motion to postpone, or to a motion to proceed to the 
consideration of other business. A motion to reconsider the 
vote by which the motion is agreed to or disagreed to shall 
not be in order. If a motion to proceed to the consideration 
of the joint resolution is agreed to, the joint resolution 
shall remain the unfinished business of the Senate until 
disposed of. 
(2) In the Senate, debate on the joint resolution, and 
on all debatable motions and appeals in connection there-
with, shall be limited to not more than 10 hours, which 
shall be divided equally between those favoring and those 
opposing the joint resolution. A motion to further limit 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00136
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
137 
HR 10 RFS
debate is in order and not debatable. An amendment to, 
or a motion to postpone, or a motion to proceed to the 
consideration of other business, or a motion to recommit 
the joint resolution is not in order. 
(3) In the Senate, immediately following the conclu-
sion of the debate on a joint resolution described in sub-
section (a), and a single quorum call at the conclusion of 
the debate if requested in accordance with the rules of the 
Senate, the vote on final passage of the joint resolution 
shall occur. 
(4) Appeals from the decisions of the Chair relating 
to the application of the rules of the Senate to the proce-
dure relating to a joint resolution described in subsection 
(a) shall be decided without debate. 
(e) In the Senate, the procedure specified in sub-
section (c) or (d) shall not apply to the consideration of 
a joint resolution respecting a nonmajor rule— 
(1) after the expiration of the 60 session days 
beginning with the applicable submission or publica-
tion date; or 
(2) if the report under section 331(a)(1)(A) was 
submitted during the period referred to in section 
331(d)(1), after the expiration of the 60 session 
days beginning on the 15th session day after the 
succeeding session of Congress first convenes. 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00137
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
138 
HR 10 RFS
(f) If, before the passage by one House of a joint res-
olution of that House described in subsection (a), that 
House receives from the other House a joint resolution 
described in subsection (a), then the following procedures 
shall apply: 
(1) The joint resolution of the other House 
shall not be referred to a committee. 
(2) With respect to a joint resolution described 
in subsection (a) of the House receiving the joint 
resolution— 
(A) the procedure in that House shall be 
the same as if no joint resolution had been re-
ceived from the other House; but 
(B) the vote on final passage shall be on 
the joint resolution of the other House. 
SEC. 334. DEFINITIONS. 
For purposes of this subtitle: 
(1) The term ‘‘agency’’ has the meaning given 
such term under section 311. 
(2) The term ‘‘major rule’’ means any rule, in-
cluding an interim final rule, that the Administrator 
of the Office of Information and Regulatory Affairs 
of the Office of Management and Budget finds has 
resulted in or is likely to result in— 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00138
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
139 
HR 10 RFS
(A) an annual cost on the economy of 
$100,000,000 or more, adjusted annually for 
inflation; 
(B) a major increase in costs or prices for 
consumers, 
individual 
industries, 
Federal, 
State, or local government agencies, or geo-
graphic regions; or 
(C) significant adverse effects on competi-
tion, employment, investment, productivity, in-
novation, or on the ability of United States- 
based enterprises to compete with foreign-based 
enterprises in domestic and export markets. 
(3) The term ‘‘nonmajor rule’’ means any rule 
that is not a major rule. 
(4) The term ‘‘rule’’ has the meaning given 
such term in section 551 of title 5, United States 
Code, except that such term does not include— 
(A) any rule of particular applicability, in-
cluding a rule that approves or prescribes for 
the future rates, wages, prices, services, or al-
lowances therefore, corporate or financial struc-
tures, reorganizations, mergers, or acquisitions 
thereof, or accounting practices or disclosures 
bearing on any of the foregoing; 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00139
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
140 
HR 10 RFS
(B) any rule relating to agency manage-
ment or personnel; or 
(C) any rule of agency organization, proce-
dure, or practice that does not substantially af-
fect the rights or obligations of non-agency par-
ties. 
(5) The term ‘‘submission date or publication 
date’’, except as otherwise provided in this subtitle, 
means— 
(A) in the case of a major rule, the date 
on which the Congress receives the report sub-
mitted under section 331(a)(1)(A); and 
(B) in the case of a nonmajor rule, the 
later of— 
(i) the date on which the Congress re-
ceives the report submitted under section 
331(a)(1)(A); and 
(ii) the date on which the nonmajor 
rule is published in the Federal Register, if 
so published. 
SEC. 335. JUDICIAL REVIEW. 
(a) No determination, finding, action, or omission 
under this subtitle shall be subject to judicial review. 
(b) Notwithstanding subsection (a), a court may de-
termine whether a Federal financial agency has completed 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00140
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
141 
HR 10 RFS
the necessary requirements under this subtitle for a rule 
to take effect. 
(c) The enactment of a joint resolution of approval 
under section 332 shall not be interpreted to serve as a 
grant or modification of statutory authority by Congress 
for the promulgation of a rule, shall not extinguish or af-
fect any claim, whether substantive or procedural, against 
any alleged defect in a rule, and shall not form part of 
the record before the court in any judicial proceeding con-
cerning a rule except for purposes of determining whether 
or not the rule is in effect. 
SEC. 336. EFFECTIVE DATE OF CERTAIN RULES. 
Notwithstanding section 331— 
(1) any rule that establishes, modifies, opens, 
closes, or conducts a regulatory program for a com-
mercial, recreational, or subsistence activity related 
to hunting, fishing, or camping, or 
(2) any rule other than a major rule which the 
Federal financial agency for good cause finds (and 
incorporates the finding and a brief statement of 
reasons therefore in the rule issued) that notice and 
public procedure thereon are impracticable, unneces-
sary, or contrary to the public interest, 
shall take effect at such time as the Federal financial 
agency promulgating the rule determines. 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00141
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
142 
HR 10 RFS
SEC. 337. BUDGETARY EFFECTS OF RULES SUBJECT TO 
SECTION 332 OF THE FINANCIAL CHOICE ACT 
OF 2017. 
Section 257(b)(2) of the Balanced Budget and Emer-
gency Deficit Control Act of 1985 is amended by adding 
at the end the following new subparagraph: 
‘‘(E) BUDGETARY EFFECTS OF RULES SUBJECT 
TO SECTION 332 OF THE FINANCIAL CHOICE ACT OF 
2017.—Any rules subject to the congressional ap-
proval procedure set forth in section 332 of the Fi-
nancial CHOICE Act of 2017 affecting budget au-
thority, outlays, or receipts shall be assumed to be 
effective unless it is not approved in accordance with 
such section.’’. 
SEC. 338. NONAPPLICABILITY TO MONETARY POLICY. 
Nothing in this subtitle shall apply to rules that con-
cern monetary policy proposed or implemented by the 
Board of Governors of the Federal Reserve System or the 
Federal Open Market Committee. 
Subtitle C—Judicial Review of 
Agency Actions 
SEC. 341. SCOPE OF JUDICIAL REVIEW OF AGENCY AC-
TIONS. 
(a) IN GENERAL.—Notwithstanding any other provi-
sion of law, in any judicial review of an agency action pur-
suant to chapter 7 of title 5, United States Code, to the 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00142
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
143 
HR 10 RFS
extent necessary to decision and when presented, the re-
viewing court shall determine the meaning or applicability 
of the terms of an agency action and decide de novo all 
relevant questions of law, including the interpretation of 
constitutional and statutory provisions, and rules made by 
an agency. If the reviewing court determines that a statu-
tory or regulatory provision relevant to its decision con-
tains a gap or ambiguity, the court shall not interpret that 
gap or ambiguity as an implicit delegation to the agency 
of legislative rule making authority and shall not rely on 
such gap or ambiguity as a justification either for inter-
preting agency authority expansively or for deferring to 
the agency’s interpretation on the question of law. Not-
withstanding any other provision of law, this section shall 
apply in any action for judicial review of agency action 
authorized under any provision of law. No law may exempt 
any such civil action from the application of this section 
except by specific reference to this section. 
(b) AGENCY DEFINED.—For purposes of this section, 
the term ‘‘agency’’ has the meaning given such term under 
section 311. 
(c) EFFECTIVE DATE.—Subsection (a) shall take ef-
fect after the end of the 2-year period beginning on the 
date of the enactment of this Act. 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00143
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
144 
HR 10 RFS
Subtitle D—Leadership of 
Financial Regulators 
SEC. 351. FEDERAL DEPOSIT INSURANCE CORPORATION. 
Section 2 of the Federal Deposit Insurance Act (12 
U.S.C. 1812) is amended— 
(1) in subsection (a)(1), by striking ‘‘5 mem-
bers’’ and all that follows through ‘‘3 of whom’’ and 
inserting the following: ‘‘5 members, who’’; 
(2) by amending subsection (d) to read as fol-
lows: 
‘‘(d) VACANCY.—Any vacancy on the Board of Direc-
tors shall be filled in the manner in which the original 
appointment was made.’’; and 
(3) in subsection (f)— 
(A) by striking paragraph (2); and 
(B) by redesignating paragraph (3) as 
paragraph (2). 
SEC. 352. FEDERAL HOUSING FINANCE AGENCY. 
Section 1312(b)(2) of the Federal Housing Enter-
prises Financial Safety and Soundness Act of 1992 (12 
U.S.C. 4512) is amended by striking ‘‘for cause’’. 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00144
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
145 
HR 10 RFS
Subtitle E—Congressional 
Oversight of Appropriations 
SEC. 361. BRINGING THE FEDERAL DEPOSIT INSURANCE 
CORPORATION INTO THE APPROPRIATIONS 
PROCESS. 
(a) IN GENERAL.—Section 10(a) of the Federal De-
posit Insurance Act (12 U.S.C. 1820(a)) is amended— 
(1) by striking ‘‘(a) The’’ and inserting the fol-
lowing: 
‘‘(a) POWERS.— 
‘‘(1) IN GENERAL.—The’’; 
(2) by inserting ‘‘, subject to paragraph (2),’’ 
after ‘‘The Board of Directors of the Corporation’’; 
and 
(3) by adding at the end the following new 
paragraph: 
‘‘(2) APPROPRIATIONS REQUIREMENT.—Except 
as provided under paragraph (3), the Corporation 
may, only to the extent as provided in advance by 
appropriations Acts, cover the costs incurred in car-
rying out the provisions of this Act, including with 
respect to the administrative costs of the Corpora-
tion and the costs of the examination and super-
vision of insured depository institutions. 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00145
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
146 
HR 10 RFS
‘‘(3) EXCEPTION
FOR
CERTAIN
PROGRAMS.— 
Paragraph (2) shall not apply to the Corporation’s 
Insurance Business Line Programs and Receivership 
Management Business Line Programs, as in exist-
ence on the date of enactment of this paragraph, 
and the proportion of the administrative costs of the 
Corporation related to such programs.’’. 
(b) EXAMINATION FEES.—Section 10(e)(1) of the 
Federal Deposit Insurance Act (12 U.S.C. 1820(e)(1)) is 
amended by striking ‘‘to meet the expenses of the Cor-
poration in carrying out such examinations’’ and inserting 
‘‘and may be expended by the Board only to the extent 
as provided in advance by appropriations Acts to cover the 
costs incurred in carrying out such examinations’’. 
(c) OFFSET OF ADDITIONAL FEES.—The Federal 
Deposit Insurance Corporation shall reduce the amount 
of insurance premiums charged by the Corporation under 
the Federal Deposit Insurance Act in an amount equal 
to any additional fees charged by the Corporation by rea-
son of the amendments made by this section. 
(d) EFFECTIVE DATE.—The amendments made by 
this section shall apply with respect to expenses paid and 
fees collected on or after October 1, 2017. 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00146
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
147 
HR 10 RFS
SEC. 362. BRINGING THE FEDERAL HOUSING FINANCE 
AGENCY INTO THE APPROPRIATIONS PROC-
ESS. 
(a) IN GENERAL.—Section 1316 of the Housing and 
Community Development Act of 1992 (12 U.S.C. 4516) 
is amended— 
(1) by amending subsection (a) to read as fol-
lows: 
‘‘(a) APPROPRIATIONS REQUIREMENT.— 
‘‘(1) RECOVERY OF COSTS OF ANNUAL APPRO-
PRIATION.—The Agency shall collect assessments 
and other fees that are designed to recover the costs 
to the Government of the annual appropriation to 
the Agency by Congress. 
‘‘(2) OFFSETTING COLLECTIONS.—Assessments 
and other fees described under paragraph (1) for 
any fiscal year— 
‘‘(A) shall be deposited and credited as off-
setting collections to the account providing ap-
propriations to the Agency; and 
‘‘(B) shall not be collected for any fiscal 
year except to the extent provided in advance in 
appropriation Acts.’’; and 
(2) by striking subsection (f). 
(b) EFFECTIVE DATE.—The amendments made by 
this section shall apply with respect to expenses paid and 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00147
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
148 
HR 10 RFS
assessments and other fees collected on or after October 
1, 2017. 
SEC. 363. BRINGING THE EXAMINATION AND SUPERVISION 
FUNCTIONS 
OF 
THE 
NATIONAL 
CREDIT 
UNION ADMINISTRATION INTO THE APPRO-
PRIATIONS PROCESS. 
(a) OPERATING FEES.—Section 105(d) of the Fed-
eral Credit Union Act (12 U.S.C. 1755(d)) is amended— 
(1) by striking ‘‘All’’ and inserting ‘‘(1) All’’; 
(2) by striking ‘‘for the account of the Adminis-
tration and may be expended by the Board to defray 
the expenses incurred in carrying out the provisions 
of this Act including the examination and super-
vision of Federal credit unions’’ and inserting ‘‘and 
may be expended by the Board only to the extent as 
provided in advance by appropriations Acts, to cover 
the costs incurred in carrying out the provisions of 
this Act with respect to the costs of the examination 
and supervision of Federal credit unions and the 
proportion of the administrative costs of the Board 
related to the examination and supervision of Fed-
eral credit unions’’; and 
(3) by adding at the end the following: 
‘‘(2)(A) The Board may only use amounts in the 
NCUA Operating Fund to the extent as provided in ad-
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00148
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
149 
HR 10 RFS
vance by appropriations Acts, including to pay for the 
costs incurred by the Board in carrying out the examina-
tion and supervision of Federal credit unions and the pro-
portion of the administrative costs of the Board related 
to the examination and supervision of Federal credit 
unions. 
‘‘(B) Subparagraph (A) shall not apply to the 
Board’s activities carried out pursuant to title II.’’. 
(b) STAFF FUNDING.—Section 120(j)(3) of the Fed-
eral Credit Union Act (12 U.S.C. 1766(j)(3)) is amend-
ed— 
(1) by inserting ‘‘related to the examination 
and supervision of Federal credit unions under this 
Act and the proportion of the administrative costs of 
the Board related to the examination and super-
vision of Federal credit unions under this Act’’ be-
fore ‘‘shall be paid’’; and 
(2) by striking ‘‘insured credit unions under 
this Act’’ and inserting ‘‘Federal credit unions under 
this title, only to the extent as provided in advance 
by appropriations Acts’’. 
(c) 
USE
OF
DEPOSIT
FUNDS.—Section 
202(c)(1)(B)(iv) of the Federal Credit Union Act (12 
U.S.C. 1782(c)(1)(B)(iv)) is amended— 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00149
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
150 
HR 10 RFS
(1) by striking ‘‘The’’ and inserting ‘‘To the ex-
tent provided for in advance by appropriations Acts, 
the’’; and 
(2) by adding at the end the following new sen-
tence: ‘‘This clause shall not apply to the Board’s 
activities carried out pursuant to this title.’’. 
(d) EFFECTIVE DATE.—The amendments made by 
this section shall apply with respect to expenses paid and 
fees collected on or after October 1, 2017. 
SEC. 364. BRINGING THE OFFICE OF THE COMPTROLLER 
OF THE CURRENCY INTO THE APPROPRIA-
TIONS PROCESS. 
(a) IN GENERAL.—Section 5240A of the Revised 
Statutes of the United States (12 U.S.C. 16) is amend-
ed— 
(1) by striking ‘‘Sec. 5240A. The Comptroller 
of the Currency may collect an assessment, fee, or 
other charge from any entity described in section 
3(q)(1) of the Federal Deposit Insurance Act (12 
U.S.C. 1813(q)(1)), as the Comptroller determines 
is necessary or appropriate to carry out the respon-
sibilities of the Office of the Comptroller of the Cur-
rency. In establishing the amount of an assessment, 
fee, or charge collected from an entity under this 
section,’’ and inserting the following: 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00150
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
151 
HR 10 RFS
‘‘SEC. 5240A. COLLECTION OF FEES; APPROPRIATIONS RE-
QUIREMENT. 
‘‘(a) IN GENERAL.—In establishing the amount of an 
assessment, fee, or charge collected from an entity under 
subsection (b),’’; 
(2) by striking ‘‘Funds derived’’ and all that 
follows through the end of the section; and 
(3) by adding at the end the following: 
‘‘(b) APPROPRIATIONS REQUIREMENT.— 
‘‘(1) RECOVERY OF COSTS OF ANNUAL APPRO-
PRIATION.—The Comptroller of the Currency shall 
impose and collect assessments, fees, or other 
charges that are designed to recover the costs to the 
Government of the annual appropriation to the Of-
fice of the Comptroller of the Currency by Congress. 
‘‘(2) OFFSETTING COLLECTIONS.—Assessments 
and other fees described under paragraph (1) for 
any fiscal year— 
‘‘(A) shall be deposited and credited as off-
setting collections to the account providing ap-
propriations to the Office of the Comptroller of 
the Currency; and 
‘‘(B) shall not be collected for any fiscal 
year except to the extent provided in advance in 
appropriation Acts.’’. 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00151
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
152 
HR 10 RFS
(b) CONFORMING AMENDMENT.—Section 5240 (12 
U.S.C. 481 et seq.) of the Revised Statutes of the United 
States is amended by striking the fourth undesignated 
paragraph. 
(c) EFFECTIVE DATE.—The amendments made by 
this section shall apply with respect to expenses paid and 
fees collected on or after October 1, 2017. 
SEC. 365. BRINGING THE NON-MONETARY POLICY RELATED 
FUNCTIONS OF THE BOARD OF GOVERNORS 
OF THE FEDERAL RESERVE SYSTEM INTO 
THE APPROPRIATIONS PROCESS. 
(a) IN GENERAL.—The Federal Reserve Act is 
amended by inserting after section 11B the following: 
‘‘SEC. 11C. APPROPRIATIONS REQUIREMENT FOR NON- 
MONETARY POLICY RELATED ADMINISTRA-
TIVE COSTS. 
‘‘(a) APPROPRIATIONS REQUIREMENT.— 
‘‘(1) RECOVERY OF COSTS OF ANNUAL APPRO-
PRIATION.—The Board of Governors of the Federal 
Reserve System and the Federal reserve banks shall 
collect assessments and other fees, as provided under 
this Act, that are designed to recover the costs to 
the Government of the annual appropriation to the 
Board of Governors of the Federal Reserve System 
by Congress. The Board of Governors of the Federal 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00152
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
153 
HR 10 RFS
Reserve System and the Federal reserve banks may 
only incur obligations or allow and pay expenses 
with respect to non-monetary policy related adminis-
trative costs pursuant to an appropriations Act. 
‘‘(2) OFFSETTING COLLECTIONS.—Assessments 
and other fees described under paragraph (1) for 
any fiscal year— 
‘‘(A) shall be deposited and credited as off-
setting collections to the account providing ap-
propriations to the Board of Governors of the 
Federal Reserve System; and 
‘‘(B) shall not be collected for any fiscal 
year except to the extent provided in advance in 
appropriation Acts. 
‘‘(3) LIMITATION.—This subsection shall only 
apply to the non-monetary policy related administra-
tive costs of the Board of Governors of the Federal 
Reserve System. 
‘‘(b) DEFINITIONS.—For purposes of this section: 
‘‘(1) MONETARY POLICY.—The term ‘monetary 
policy’ means a strategy for producing a generally 
acceptable exchange medium that supports the pro-
ductive employment of economic resources by reli-
ably serving as both a unit of account and store of 
value. 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00153
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
154 
HR 10 RFS
‘‘(2) NON-MONETARY POLICY RELATED ADMIN-
ISTRATIVE COSTS.—The term ‘non-monetary policy 
related administrative costs’ means administrative 
costs not related to the conduct of monetary policy, 
and includes— 
‘‘(A) direct operating expenses for super-
vising and regulating entities supervised and 
regulated by the Board of Governors of the 
Federal Reserve System, including conducting 
examinations, conducting stress tests, commu-
nicating with the entities regarding supervisory 
matters and laws, and regulations; 
‘‘(B) operating expenses for activities inte-
gral to carrying out supervisory and regulatory 
responsibilities, such as training staff in the su-
pervisory function, research and analysis func-
tions including library subscription services, and 
collecting and processing regulatory reports 
filed by supervised institutions; and 
‘‘(C) support, overhead, and pension ex-
penses related to the items described under sub-
paragraphs (A) and (B).’’. 
(b) EFFECTIVE DATE.—The amendments made by 
this section shall apply with respect to expenses paid and 
fees collected on or after October 1, 2017. 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00154
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
155 
HR 10 RFS
Subtitle F—International Processes 
SEC. 371. REQUIREMENTS FOR INTERNATIONAL PROC-
ESSES. 
(a) BOARD OF GOVERNORS REQUIREMENTS.—Sec-
tion 11 of the Federal Reserve Act (12 U.S.C. 248), as 
amended by section 1007(a), is further amended by add-
ing at the end the following new subsection: 
‘‘(w) INTERNATIONAL PROCESSES.— 
‘‘(1) NOTICE OF PROCESS; CONSULTATION.—At 
least 30 calendar days before any member or em-
ployee of the Board of Governors of the Federal Re-
serve System participates in a process of setting fi-
nancial standards as a part of any foreign or multi-
national entity, the Board of Governors shall— 
‘‘(A) issue a notice of the process, includ-
ing the subject matter, scope, and goals of the 
process, to the Committee on Financial Services 
of the House of Representatives and the Com-
mittee on Banking, Housing, and Urban Affairs 
of the Senate; 
‘‘(B) make such notice available to the 
public, including on the website of the Board of 
Governors; and 
‘‘(C) solicit public comment, and consult 
with the committees described under subpara-
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00155
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
156 
HR 10 RFS
graph (A), with respect to the subject matter, 
scope, and goals of the process. 
‘‘(2) PUBLIC REPORTS ON PROCESS.—After the 
end of any process described under paragraph (1), 
the Board of Governors shall issue a public report 
on the topics that were discussed during the process 
and any new or revised rulemakings or policy 
changes that the Board of Governors believes should 
be implemented as a result of the process and make 
the report available on the website of the Board of 
Governors. 
‘‘(3) NOTICE
OF
AGREEMENTS; CONSULTA-
TION.—At least 90 calendar days before any mem-
ber or employee of the Board of Governors of the 
Federal Reserve System participates in a process of 
setting financial standards as a part of any foreign 
or multinational entity, the Board of Governors 
shall— 
‘‘(A) issue a notice of agreement to the 
Committee on Financial Services of the House 
of Representatives and the Committee on Bank-
ing, Housing, and Urban Affairs of the Senate; 
‘‘(B) make such notice available to the 
public, including on the website of the Board of 
Governors; and 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00156
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
157 
HR 10 RFS
‘‘(C) consult with the committees described 
under subparagraph (A) with respect to the na-
ture of the agreement and any anticipated ef-
fects such agreement will have on the economy. 
‘‘(4) DEFINITION.—For purposes of this sub-
section, the term ‘process’ shall include any official 
proceeding or meeting on financial regulation of a 
recognized international organization with authority 
to set financial standards on a global or regional 
level, including the Financial Stability Board, the 
Basel Committee on Banking Supervision (or a simi-
lar organization), and the International Association 
of Insurance Supervisors (or a similar organiza-
tion).’’. 
(b) FDIC REQUIREMENTS.—The Federal Deposit 
Insurance Act (12 U.S.C. 1811 et seq.) is amended by 
adding at the end the following new section: 
‘‘SEC. 51. INTERNATIONAL PROCESSES. 
‘‘(a) NOTICE OF PROCESS; CONSULTATION.—At least 
30 calendar days before the Board of Directors partici-
pates in a process of setting financial standards as a part 
of any foreign or multinational entity, the Board of Direc-
tors shall— 
‘‘(1) issue a notice of the process, including the 
subject matter, scope, and goals of the process, to 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00157
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
158 
HR 10 RFS
the Committee on Financial Services of the House of 
Representatives and the Committee on Banking, 
Housing, and Urban Affairs of the Senate; 
‘‘(2) make such notice available to the public, 
including on the website of the Corporation; and 
‘‘(3) solicit public comment, and consult with 
the committees described under paragraph (1), with 
respect to the subject matter, scope, and goals of the 
process. 
‘‘(b) PUBLIC REPORTS ON PROCESS.—After the end 
of any process described under subsection (a), the Board 
of Directors shall issue a public report on the topics that 
were discussed at the process and any new or revised 
rulemakings or policy changes that the Board of Directors 
believes should be implemented as a result of the process 
and make the report available on the website of the Cor-
poration. 
‘‘(c) NOTICE OF AGREEMENTS; CONSULTATION.—At 
least 90 calendar days before the Board of Directors par-
ticipates in a process of setting financial standards as a 
part of any foreign or multinational entity, the Board of 
Directors shall— 
‘‘(1) issue a notice of agreement to the Com-
mittee on Financial Services of the House of Rep-
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00158
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
159 
HR 10 RFS
resentatives and the Committee on Banking, Hous-
ing, and Urban Affairs of the Senate; 
‘‘(2) make such notice available to the public, 
including on the website of the Corporation; and 
‘‘(3) consult with the committees described 
under paragraph (1) with respect to the nature of 
the agreement and any anticipated effects such 
agreement will have on the economy. 
‘‘(d) DEFINITION.—For purposes of this section, the 
term ‘process’ shall include any official proceeding or 
meeting on financial regulation of a recognized inter-
national organization with authority to set financial stand-
ards on a global or regional level, including the Financial 
Stability Board, the Basel Committee on Banking Super-
vision (or a similar organization), and the International 
Association of Insurance Supervisors (or a similar organi-
zation).’’. 
(c) TREASURY REQUIREMENTS.—Section 325 of title 
31, United States Code, is amended by adding at the end 
the following new subsection: 
‘‘(d) INTERNATIONAL PROCESSES.— 
‘‘(1) NOTICE OF PROCESS; CONSULTATION.—At 
least 30 calendar days before the Secretary partici-
pates in a process of setting financial standards as 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00159
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
160 
HR 10 RFS
a part of any foreign or multinational entity, the 
Secretary shall— 
‘‘(A) issue a notice of the process, includ-
ing the subject matter, scope, and goals of the 
process, to the Committee on Financial Services 
of the House of Representatives and the Com-
mittee on Banking, Housing, and Urban Affairs 
of the Senate; 
‘‘(B) make such notice available to the 
public, including on the website of the Depart-
ment of the Treasury; and 
‘‘(C) solicit public comment, and consult 
with the committees described under subpara-
graph (A), with respect to the subject matter, 
scope, and goals of the process. 
‘‘(2) PUBLIC REPORTS ON PROCESS.—After the 
end of any process described under paragraph (1), 
the Secretary shall issue a public report on the top-
ics that were discussed at the process and any new 
or revised rulemakings or policy changes that the 
Secretary believes should be implemented as a result 
of the process and make the report available on the 
website of the Department of the Treasury. 
‘‘(3) NOTICE
OF
AGREEMENTS; CONSULTA-
TION.—At least 90 calendar days before the Sec-
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00160
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
161 
HR 10 RFS
retary participates in a process of setting financial 
standards as a part of any foreign or multinational 
entity, the Secretary shall— 
‘‘(A) issue a notice of agreement to the 
Committee on Financial Services of the House 
of Representatives and the Committee on Bank-
ing, Housing, and Urban Affairs of the Senate; 
‘‘(B) make such notice available to the 
public, including on the website of the Depart-
ment of the Treasury; and 
‘‘(C) consult with the committees described 
under subparagraph (A) with respect to the na-
ture of the agreement and any anticipated ef-
fects such agreement will have on the economy. 
‘‘(4) DEFINITION.—For purposes of this sub-
section, the term ‘process’ shall include any official 
proceeding or meeting on financial regulation of a 
recognized international organization with authority 
to set financial standards on a global or regional 
level, including the Financial Stability Board, the 
Basel Committee on Banking Supervision (or a simi-
lar organization), and the International Association 
of Insurance Supervisors (or a similar organiza-
tion).’’. 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00161
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
162 
HR 10 RFS
(d) OCC REQUIREMENTS.—Chapter one of title LXII 
of the Revised Statutes of the United States (12 U.S.C. 
21 et seq.) is amended— 
(1) by adding at the end the following new sec-
tion: 
‘‘SEC. 5156B. INTERNATIONAL PROCESSES. 
‘‘(a) NOTICE OF PROCESS; CONSULTATION.—At least 
30 calendar days before the Comptroller of the Currency 
participates in a process of setting financial standards as 
a part of any foreign or multinational entity, the Comp-
troller of the Currency shall— 
‘‘(1) issue a notice of the process, including the 
subject matter, scope, and goals of the process, to 
the Committee on Financial Services of the House of 
Representatives and the Committee on Banking, 
Housing, and Urban Affairs of the Senate; 
‘‘(2) make such notice available to the public, 
including on the website of the Office of the Comp-
troller of the Currency; and 
‘‘(3) solicit public comment, and consult with 
the committees described under paragraph (1), with 
respect to the subject matter, scope, and goals of the 
process. 
‘‘(b) PUBLIC REPORTS ON PROCESS.—After the end 
of any process described under subsection (a), the Comp-
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00162
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
163 
HR 10 RFS
troller of the Currency shall issue a public report on the 
topics that were discussed at the process and any new or 
revised rulemakings or policy changes that the Comp-
troller of the Currency believes should be implemented as 
a result of the process. 
‘‘(c) NOTICE OF AGREEMENTS; CONSULTATION.—At 
least 90 calendar days before the Comptroller of the Cur-
rency participates in a process of setting financial stand-
ards as a part of any foreign or multinational entity, the 
Comptroller of the Currency shall— 
‘‘(1) issue a notice of agreement to the Com-
mittee on Financial Services of the House of Rep-
resentatives and the Committee on Banking, Hous-
ing, and Urban Affairs of the Senate; 
‘‘(2) make such notice available to the public, 
including on the website of the Office of the Comp-
troller of the Currency; and 
‘‘(3) consult with the committees described 
under paragraph (1) with respect to the nature of 
the agreement and any anticipated effects such 
agreement will have on the economy. 
‘‘(d) DEFINITION.—For purposes of this section, the 
term ‘process’ shall include any official proceeding or 
meeting on financial regulation of a recognized inter-
national organization with authority to set financial stand-
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00163
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
164 
HR 10 RFS
ards on a global or regional level, including the Financial 
Stability Board, the Basel Committee on Banking Super-
vision (or a similar organization), and the International 
Association of Insurance Supervisors (or a similar organi-
zation).’’; and 
(2) in the table of contents for such chapter, by 
adding at the end the following new item: 
‘‘5156B. International processes.’’. 
(e) SECURITIES AND EXCHANGE COMMISSION RE-
QUIREMENTS.—Section 4 of the Securities Exchange Act 
of 1934 (15 U.S.C. 78d), as amended by section 818(a), 
is further amended by adding at the end the following new 
subsection: 
‘‘(k) INTERNATIONAL PROCESSES.— 
‘‘(1) NOTICE OF PROCESS; CONSULTATION.—At 
least 30 calendar days before the Commission par-
ticipates in a process of setting financial standards 
as a part of any foreign or multinational entity, the 
Commission shall— 
‘‘(A) issue a notice of the process, includ-
ing the subject matter, scope, and goals of the 
process, to the Committee on Financial Services 
of the House of Representatives and the Com-
mittee on Banking, Housing, and Urban Affairs 
of the Senate; 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00164
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
165 
HR 10 RFS
‘‘(B) make such notice available to the 
public, including on the website of the Commis-
sion; and 
‘‘(C) solicit public comment, and consult 
with the committees described under subpara-
graph (A), with respect to the subject matter, 
scope, and goals of the process. 
‘‘(2) PUBLIC REPORTS ON PROCESS.—After the 
end of any process described under paragraph (1), 
the Commission shall issue a public report on the 
topics that were discussed at the process and any 
new or revised rulemakings or policy changes that 
the Commission believes should be implemented as a 
result of the process and make the report available 
on the website of the Commission. 
‘‘(3) NOTICE
OF
AGREEMENTS; CONSULTA-
TION.—At least 90 calendar days before the Com-
mission participates in a process of setting financial 
standards as a part of any foreign or multinational 
entity, the Commission shall— 
‘‘(A) issue a notice of agreement to the 
Committee on Financial Services of the House 
of Representatives and the Committee on Bank-
ing, Housing, and Urban Affairs of the Senate; 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00165
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
166 
HR 10 RFS
‘‘(B) make such notice available to the 
public, including on the website of the Commis-
sion; and 
‘‘(C) consult with the committees described 
under subparagraph (A) with respect to the na-
ture of the agreement and any anticipated ef-
fects such agreement will have on the economy. 
‘‘(4) DEFINITION.—For purposes of this sub-
section, the term ‘process’ shall include any official 
proceeding or meeting on financial regulation of a 
recognized international organization with authority 
to set financial standards on a global or regional 
level, including the Financial Stability Board, the 
Basel Committee on Banking Supervision (or a simi-
lar organization), and the International Association 
of Insurance Supervisors (or a similar organiza-
tion).’’. 
(f) COMMODITY FUTURES TRADING COMMISSION RE-
QUIREMENTS.—Section 2 of the Commodity Exchange Act 
(7 U.S.C. 2) is amended by adding at the end the fol-
lowing: 
‘‘(k) INTERNATIONAL PROCESSES.— 
‘‘(1) NOTICE OF PROCESS; CONSULTATION.—At 
least 30 calendar days before the Commission par-
ticipates in a process of setting financial standards 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00166
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
167 
HR 10 RFS
as a part of any foreign or multinational entity, the 
Commission shall— 
‘‘(A) issue a notice of the process, includ-
ing the subject matter, scope, and goals of the 
process, to— 
‘‘(i) the Committee on Agriculture of 
the House of Representatives; and 
‘‘(ii) the Committee on Agriculture, 
Nutrition, and Forestry of the Senate; 
‘‘(B) make such notice available to the 
public, including on the website of the Commis-
sion; and 
‘‘(C) solicit public comment, and consult 
with the committees described under subpara-
graph (A), with respect to the subject matter, 
scope, and goals of the process. 
‘‘(2) PUBLIC REPORTS ON PROCESS.—After the 
end of any process described under paragraph (1), 
the Commission shall issue a public report on the 
topics that were discussed during the process and 
any new or revised rulemakings or policy changes 
that the Commission believes should be implemented 
as a result of the process and make the report avail-
able on the website of the Commission. 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00167
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
168 
HR 10 RFS
‘‘(3) NOTICE
OF
AGREEMENTS; CONSULTA-
TION.—At least 90 calendar days before the Com-
mission participates in a process of setting financial 
standards as a part of any foreign or multinational 
entity, the Commission shall— 
‘‘(A) issue a notice of agreement to— 
‘‘(i) the Committee on Agriculture of 
the House of Representatives; and 
‘‘(ii) the Committee on Agriculture, 
Nutrition, and Forestry of the Senate; 
‘‘(B) make such notice available to the 
public, including on the website of the Commis-
sion; and 
‘‘(C) consult with the committees described 
under subparagraph (A) with respect to the na-
ture of the agreement and any anticipated ef-
fects such agreement will have on the economy. 
‘‘(4) DEFINITION.—For purposes of this sub-
section, the term ‘process’ shall include any official 
proceeding or meeting on financial regulation of a 
recognized international organization with authority 
to set financial standards on a global or regional 
level, including the Financial Stability Board, the 
Basel Committee on Banking Supervision (or a simi-
lar organization), and the International Association 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00168
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
169 
HR 10 RFS
of Insurance Supervisors (or a similar organiza-
tion).’’. 
Subtitle G—Unfunded Mandates 
Reform 
SEC. 381. DEFINITIONS. 
For purposes of this subtitle: 
(1) AGENCY.—The term ‘‘agency’’ has the 
meaning given such term under section 311. 
(2) DIRECT COSTS.—The term ‘‘direct costs’’ 
has the meaning given such term under section 
421(3) of the Congressional Budget and Impound-
ment Control Act of 1974 (2 U.S.C. 658(3)), except 
that— 
(A) in the case of a Federal intergovern-
mental mandate, the term means the aggregate 
estimated amounts that all State, local, and 
Tribal governments would incur or be required 
to spend or would be prohibited from raising in 
revenues in order to comply with the Federal 
intergovernmental mandate; and 
(B) in the case of a Federal private sector 
mandate, the term means the aggregate esti-
mated amounts that the private sector will be 
required to spend or could forgo in profits, in-
cluding costs passed on to consumers or other 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00169
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
170 
HR 10 RFS
entities taking into account, to the extent prac-
ticable, behavioral changes, in order to comply 
with the Federal private sector mandate. 
(3) OTHER DEFINITIONS.—Except as provided 
under paragraphs (1) and (2), the definitions under 
section 421 of the Congressional Budget and Im-
poundment Control Act of 1974 shall apply to this 
subtitle. 
SEC. 382. APPLICATION OF THE UNFUNDED MANDATES RE-
FORM ACT. 
(a) IN GENERAL.—The Unfunded Mandates Reform 
Act of 1995 (2 U.S.C. 1501 et seq.) shall apply to the 
Board of Governors of the Federal Reserve System, the 
Consumer Law Enforcement Agency, the Commodity Fu-
tures Trading Commission, the Federal Deposit Insurance 
Corporation, the Federal Housing Finance Agency, the 
Office of the Comptroller of the Currency, the National 
Credit Union Administration, and the Securities and Ex-
change Commission. 
(b) STATEMENTS TO ACCOMPANY SIGNIFICANT REG-
ULATORY ACTIONS.— 
(1) IN GENERAL.—Unless otherwise expressly 
prohibited by law, before promulgating any general 
notice of proposed rulemaking or any final rule, or 
within six months after promulgating any final rule 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00170
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
171 
HR 10 RFS
that was not preceded by a general notice of pro-
posed rulemaking, if the proposed rulemaking or 
final rule includes a Federal mandate that may re-
sult in an annual effect on State, local, or Tribal 
governments, or to the private sector, in the aggre-
gate of $100,000,000 or more in any 1 year, the 
agency shall prepare a written statement containing 
the following: 
(A) The text of the draft proposed rule-
making or final rule, together with the informa-
tion required under subsections (a) and (b)(1) 
of section 312, as applicable, including an ex-
planation of the manner in which the proposed 
rulemaking or final rule is consistent with the 
statutory requirement and avoids undue inter-
ference with State, local, and Tribal govern-
ments in the exercise of their governmental 
functions. 
(B) Estimates by the agency, if and to the 
extent that the agency determines that accurate 
estimates are reasonably feasible, of— 
(i) the future compliance costs of the 
Federal mandate; and 
(ii) any disproportionate budgetary ef-
fects of the Federal mandate upon any 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00171
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
172 
HR 10 RFS
particular regions of the nation or par-
ticular State, local, or Tribal governments, 
urban or rural or other types of commu-
nities, or particular segments of the private 
sector. 
(C)(i) A detailed description of the extent 
of the agency’s prior consultation with the pri-
vate sector and elected representatives (under 
subsection (c) and section 204 of the Unfunded 
Mandates Reform Act of 1995 (2 U.S.C. 1534) 
of the affected State, local, and tribal govern-
ments. 
(ii) A detailed summary of the comments 
and concerns that were presented by the private 
sector and State, local, or Tribal governments 
either orally or in writing to the agency. 
(iii) A detailed summary of the agency’s 
evaluation of those comments and concerns. 
(D) A detailed summary of how the agency 
complied with section 312, as applicable. 
(2) PREVENTION
OF
DUPLICATIVE
REQUIRE-
MENTS.—If an agency is required to prepare a writ-
ten statement under both paragraph (1) and section 
202(a) of the Unfunded Mandates Reform Act of 
1995 (2 U.S.C. 1532(a)), the agency shall prepare 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00172
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
173 
HR 10 RFS
only one written statement that consolidates and 
meets the requirements of such paragraph and such 
section. 
(c) STATE, LOCAL, AND TRIBAL GOVERNMENT AND 
PRIVATE SECTOR INPUT.— 
(1) IN GENERAL.—Each agency shall, to the ex-
tent permitted in law, develop an effective process to 
permit impacted parties within the private sector 
(including small businesses) to provide meaningful 
and timely input in the development of regulatory 
proposals containing significant Federal mandates. 
(2) 
PREVENTION
OF
DUPLICATIVE
PROC-
ESSES.—If an agency is required to develop a proc-
ess under both paragraph (1) and section 204(a) of 
the Unfunded Mandates Reform Act of 1995 (2 
U.S.C. 1534(a)), the agency shall develop only one 
process that consolidates and meets the require-
ments of such paragraph and such section. 
(3) GUIDELINES.—For appropriate implemen-
tation of this subsection and of section 204 of the 
Unfunded Mandates Reform Act, consistent with ap-
plicable laws and regulations, the following guide-
lines shall be followed: — 
(A) Consultations shall take place as early 
as possible, before issuance of a notice of pro-
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00173
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
174 
HR 10 RFS
posed rulemaking, continue through the final 
rule stage, and be integrated explicitly into the 
rulemaking process. 
(B) Agencies shall consult with a wide va-
riety of State, local, and Tribal officials and im-
pacted parties within the private sector (includ-
ing small businesses). Geographic, political, and 
other factors that may differentiate varying 
points of view should be considered. 
(C) Agencies should estimate benefits and 
costs to assist with these consultations. The 
scope of the consultation should reflect the cost 
and significance of the Federal mandate being 
considered. 
(D) Agencies shall, to the extent prac-
ticable— 
(i) seek out the views of State, local, 
and Tribal governments, and impacted 
parties within the private sector (including 
small businesses), on costs, benefits, and 
risks; and 
(ii) solicit ideas about alternative 
methods of compliance and potential flexi-
bilities, and input on whether the Federal 
regulation will harmonize with and not du-
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00174
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
175 
HR 10 RFS
plicate similar laws in other levels of gov-
ernment. 
(E) Consultations shall address the cumu-
lative impact of regulations on the affected enti-
ties. 
(F) Agencies may accept electronic submis-
sions of comments by relevant parties but may 
not use those comments as the sole method of 
satisfying the guidelines in this subsection. 
(d) OFFICE OF INFORMATION AND REGULATORY AF-
FAIRS RESPONSIBILITIES.— 
(1) IN
GENERAL.—The Administrator of the 
Office of Information and Regulatory Affairs shall 
provide meaningful guidance and oversight so that 
each agency’s regulations for which a written state-
ment is required under subsection (b) and section 
202 of the Unfunded Mandates Reform Act of 1995 
(2 U.S.C. 1532) are consistent with the principles 
and requirements of this title, as well as other appli-
cable laws, and do not conflict with the policies or 
actions of another Federal agency (as the term 
‘‘agency’’ is defined under section 551 of title 5, 
United States Code). If the Administrator deter-
mines that an agency’s regulations for which a writ-
ten statement is required under subsection (b) and 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00175
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
176 
HR 10 RFS
section 202 of the Unfunded Mandates Reform Act 
of 1995 do not comply with such principles and re-
quirements, are not consistent with other applicable 
laws, or conflict with the policies or actions of an-
other Federal agency (as the term ‘‘agency’’ is de-
fined under section 551 of title 5, United States 
Code), the Administrator shall identify areas of non-
compliance, notify the agency, and request that the 
agency comply before the agency finalizes the regula-
tion concerned. 
(2) ANNUAL
STATEMENTS
TO
CONGRESS
ON 
AGENCY
COMPLIANCE.—The Administrator of the 
Office of Information and Regulatory Affairs shall 
submit to the Director of the Office of Management 
and Budget for inclusion in the annual report re-
quired by section 208 of the Unfunded Mandates 
Reform Act of 1995 (2 U.S.C. 1538) a written re-
port detailing compliance by each agency with the 
requirements of this title that relate to regulations 
for which a written statement is required by sub-
section (b) and section 202 of the Unfunded Man-
dates Reform Act of 1995 (2 U.S.C. 1532), includ-
ing activities undertaken at the request of the Ad-
ministrator to improve compliance, during the pre-
ceding reporting period. The report shall also con-
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00176
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
177 
HR 10 RFS
tain an appendix detailing compliance by each agen-
cy with subsection (c) and section 204 of the Un-
funded Mandates Reform Act. 
(e) EXPANDED JUDICIAL REVIEW.— 
(1) AGENCY
STATEMENTS
ON
SIGNIFICANT 
REGULATORY ACTIONS.— 
(A) IN
GENERAL.—Compliance or non-
compliance by any agency with the provisions of 
subsection (b) and sections 202, 203(a)(1) and 
(2), and 205 of the Unfunded Mandates Re-
form Act of 1995 shall be subject to judicial re-
view in accordance with this subsection. 
(B) LIMITED REVIEW OF AGENCY COMPLI-
ANCE OR NONCOMPLIANCE.— 
(i) SCOPE OF REVIEW UNDER TITLE 
5.—Agency compliance or noncompliance 
with the provisions of subsection (b) and 
sections 202, 203(a)(1) and (2), and 205 
of the Unfunded Mandates Reform Act of 
1995 shall be subject to judicial review 
under section 706(1) of title 5, United 
States Code, and as provided under clause 
(ii). 
(ii) COURT
MAY
COMPEL
PREPARA-
TION
OF
WRITTEN
STATEMENT.—If an 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00177
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
178 
HR 10 RFS
agency fails to prepare the written state-
ment (including the preparation of the esti-
mates, analyses, statements, or descrip-
tions) under subsection (b) and section 
202 of the Unfunded Mandates Reform 
Act, prepare a written plan under para-
graphs (1) and (2) of section 203 of the 
Unfunded Mandates Reform Act, or com-
ply with section 205 of the Unfunded Man-
dates Reform Act, a court may compel the 
agency to prepare such written statement, 
prepare such written plan, or comply with 
such section. 
(C) REVIEW OF AGENCY RULES.—In any 
judicial review under any other Federal law of 
an agency rule for which compliance with this 
subtitle is required, the inadequacy or failure to 
prepare required material, or to comply with 
provisions of subsection (b) and sections 202, 
203(a)(1) and (2), and 205 of the Unfunded 
Mandates Reform Act of 1995 may be used as 
a basis for staying, enjoining, invalidating or 
otherwise affecting such agency rule. 
(D) CERTAIN INFORMATION AS PART OF 
RECORD.—Any information generated under 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00178
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
179 
HR 10 RFS
subsection (b) and sections 202, 203(a)(1) and 
(2), and 205 of the Unfunded Mandates Re-
form Act of 1995 that is part of the rulemaking 
record for judicial review under the provisions 
of any other Federal law may be considered as 
part of the record for judicial review conducted 
under such other provisions of Federal law. 
(E) APPLICATION
OF
OTHER
FEDERAL 
LAW.—For any petition under subparagraph 
(B) the provisions of such other Federal law 
shall control all other matters, such as exhaus-
tion of administrative remedies, the time for 
and manner of seeking review and venue, except 
that if such other Federal law does not provide 
a limitation on the time for filing a petition for 
judicial review that is less than 180 days, such 
limitation shall be 180 days after a final rule is 
promulgated by the appropriate agency. 
(F) EFFECTIVE
DATE.—This paragraph 
shall apply to any agency rule for which a gen-
eral notice of proposed rulemaking is promul-
gated on or after the date of the enactment of 
this Act. 
(2) JUDICIAL
REVIEW
AND
RULE
OF
CON-
STRUCTION.—Except as provided in paragraph (1)— 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00179
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
180 
HR 10 RFS
(A) any estimate, analysis, statement, de-
scription, or report prepared under this subtitle, 
any compliance or noncompliance with the pro-
visions of this subtitle, and any determination 
concerning the applicability of the provisions of 
this subtitle shall not be subject to judicial re-
view; and 
(B) no provision of this subtitle shall be 
construed to create any right or benefit, sub-
stantive or procedural, enforceable by any per-
son in any administrative or judicial action. 
Subtitle H—Enforcement 
Coordination 
SEC. 391. POLICIES TO MINIMIZE DUPLICATION OF EN-
FORCEMENT EFFORTS. 
(a) IN GENERAL.—Each agency (as defined under 
section 311) shall, not later than the end of the 90-day 
period beginning on the date of the enactment of this Act, 
implement policies and procedures— 
(1) to minimize duplication of efforts with other 
Federal or State authorities when bringing an ad-
ministrative or judicial action against an individual 
or entity; 
(2) to establish when joint investigations, ad-
ministrative actions, or judicial actions or the coordi-
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00180
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
181 
HR 10 RFS
nation of law enforcement activities are necessary 
and appropriate and in the public interest; and 
(3) to, in the course of a joint investigation, ad-
ministrative action, or judicial action, establish a 
lead agency to avoid duplication of efforts and un-
necessary burdens and to ensure consistent enforce-
ment, as necessary and appropriate and in the pub-
lic interest. 
(b) RULE OF CONSTRUCTION.—Nothing in this sec-
tion may be construed to preempt State law or mandate 
coordination by a State authority. 
Subtitle I—Penalties for 
Unauthorized Disclosures 
SEC. 392. CRIMINAL PENALTY FOR UNAUTHORIZED DIS-
CLOSURES. 
Section 165 of the Financial Stability Act of 2010 
(12 U.S.C. 5365), as amended by section 151(b)(6)(M), 
is further amended by adding at the end the following: 
‘‘(m) CRIMINAL PENALTY FOR UNAUTHORIZED DIS-
CLOSURES.— 
‘‘(1) IN GENERAL.—Any officer or employee of 
a Federal department or agency, who by virtue of 
such officer or employee’s employment or official po-
sition, has possession of, or access to, agency records 
which contain individually identifiable information 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00181
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
182 
HR 10 RFS
submitted pursuant to the requirements of this sec-
tion, the disclosure of which is prohibited by Federal 
statute, rule, or regulation, and who knowing that 
disclosure of the specific material is so prohibited, 
willfully discloses the material in any manner to any 
person or agency not entitled to receive it, shall be 
guilty of a misdemeanor and fined not more than 
$5,000. 
‘‘(2) OBTAINING RECORDS UNDER FALSE PRE-
TENSES.—Any person who knowingly and willfully 
requests or obtains information described under 
paragraph (1) from a Federal department or agency 
under false pretenses shall be guilty of a mis-
demeanor and fined not more than $5,000. 
‘‘(3) TREATMENT OF DETERMINATIONS.—For 
purposes of this subsection, a determination made 
under subsection (d) or (i) based on individually 
identifiable information submitted pursuant to the 
requirements of this section shall be deemed individ-
ually identifiable information, the disclosure of which 
is prohibited by Federal statute.’’. 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00182
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
183 
HR 10 RFS
Subtitle J—Stop Settlement Slush 
Funds 
SEC. 393. LIMITATION ON DONATIONS MADE PURSUANT TO 
SETTLEMENT AGREEMENTS TO WHICH CER-
TAIN DEPARTMENTS OR AGENCIES ARE A 
PARTY. 
(a) LIMITATION ON REQUIRED DONATIONS.—No set-
tlement to which a department or agency is a party may 
direct or provide for a payment to any person who is not 
a victim of the alleged wrongdoing. 
(b) PENALTY.—Any Executive branch official or 
agent thereof who enters into or enforces a settlement in 
violation of subsection (a), shall be subject to the same 
penalties that would apply in the case of a violation of 
section 3302 of title 31, United States Code. 
(c) EFFECTIVE DATE.—Subsections (a) and (b) 
apply only in the case of a settlement agreement concluded 
on or after the date of enactment of this Act. 
(d) DEFINITIONS.— 
(1) The term ‘‘department or agency’’— 
(A) has the meaning given the term ‘‘agen-
cy’’ under section 311; and 
(B) means the Department of Housing and 
Urban Development, the Department of Jus-
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00183
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
184 
HR 10 RFS
tice, and the Rural Housing Service of the De-
partment of Agriculture. 
(2) The term ‘‘settlement agreement’’ means a 
settlement agreement resolving a civil action or po-
tential civil action, a plea agreement, a deferred 
prosecution agreement, or a non-prosecution agree-
ment. 
(3) The term ‘‘payment’’ means a payment or 
loan. 
(4) The term ‘‘payment to any person who is 
not a victim’’ means any payment other than a pay-
ment— 
(A) to a person who is party to the lawsuit 
or settlement; 
(B) that provides restitution for or other-
wise directly remedies actual harm (including to 
the environment) directly and proximately 
caused by the party making the payment as a 
result of that party’s alleged wrongdoing; 
(C) that constitutes payment for services 
rendered in connection with the case; or 
(D) made pursuant to section 3663 of title 
18, United States Code. 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00184
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
185 
HR 10 RFS
TITLE IV—UNLEASHING OPPOR-
TUNITIES FOR SMALL BUSI-
NESSES, 
INNOVATORS, 
AND 
JOB CREATORS BY FACILI-
TATING CAPITAL FORMATION 
Subtitle A—Small Business Merg-
ers, 
Acquisitions, 
Sales, 
and 
Brokerage Simplification 
SEC. 401. REGISTRATION EXEMPTION FOR MERGER AND 
ACQUISITION BROKERS. 
Section 15(b) of the Securities Exchange Act of 1934 
(15 U.S.C. 78o(b)) is amended by adding at the end the 
following: 
‘‘(13) REGISTRATION EXEMPTION FOR MERGER 
AND ACQUISITION BROKERS.— 
‘‘(A) IN GENERAL.—Except as provided in 
subparagraph (B), an M&A broker shall be ex-
empt from registration under this section. 
‘‘(B) EXCLUDED
ACTIVITIES.—An M&A 
broker is not exempt from registration under 
this paragraph if such broker does any of the 
following: 
‘‘(i) Directly or indirectly, in connec-
tion with the transfer of ownership of an 
eligible privately held company, receives, 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00185
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
186 
HR 10 RFS
holds, transmits, or has custody of the 
funds or securities to be exchanged by the 
parties to the transaction. 
‘‘(ii) Engages on behalf of an issuer in 
a public offering of any class of securities 
that is registered, or is required to be reg-
istered, with the Commission under section 
12 or with respect to which the issuer files, 
or is required to file, periodic information, 
documents, and reports under subsection 
(d). 
‘‘(iii) Engages on behalf of any party 
in a transaction involving a public shell 
company. 
‘‘(C) 
DISQUALIFICATIONS.—An 
M&A 
broker is not exempt from registration under 
this paragraph if such broker is subject to— 
‘‘(i) suspension or revocation of reg-
istration under paragraph (4); 
‘‘(ii) a statutory disqualification de-
scribed in section 3(a)(39); 
‘‘(iii) a disqualification under the 
rules adopted by the Commission under 
section 926 of the Investor Protection and 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00186
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
187 
HR 10 RFS
Securities Reform Act of 2010 (15 U.S.C. 
77d note); or 
‘‘(iv) a final order described in para-
graph (4)(H). 
‘‘(D) RULE OF CONSTRUCTION.—Nothing 
in this paragraph shall be construed to limit 
any other authority of the Commission to ex-
empt any person, or any class of persons, from 
any provision of this title, or from any provision 
of any rule or regulation thereunder. 
‘‘(E) DEFINITIONS.—In this paragraph: 
‘‘(i) CONTROL.—The term ‘control’ 
means the power, directly or indirectly, to 
direct the management or policies of a 
company, whether through ownership of 
securities, by contract, or otherwise. There 
is a presumption of control for any person 
who— 
‘‘(I) is a director, general part-
ner, member or manager of a limited 
liability company, or officer exercising 
executive responsibility (or has similar 
status or functions); 
‘‘(II) has the right to vote 20 
percent or more of a class of voting 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00187
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
188 
HR 10 RFS
securities or the power to sell or direct 
the sale of 20 percent or more of a 
class of voting securities; or 
‘‘(III) in the case of a partner-
ship or limited liability company, has 
the right to receive upon dissolution, 
or has contributed, 20 percent or 
more of the capital. 
‘‘(ii) 
ELIGIBLE
PRIVATELY
HELD 
COMPANY.—The term ‘eligible privately 
held company’ means a privately held com-
pany that meets both of the following con-
ditions: 
‘‘(I) The company does not have 
any class of securities registered, or 
required to be registered, with the 
Commission under section 12 or with 
respect to which the company files, or 
is required to file, periodic informa-
tion, documents, and reports under 
subsection (d). 
‘‘(II) In the fiscal year ending 
immediately before the fiscal year in 
which the services of the M&A broker 
are initially engaged with respect to 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00188
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
189 
HR 10 RFS
the securities transaction, the com-
pany meets either or both of the fol-
lowing conditions (determined in ac-
cordance with the historical financial 
accounting records of the company): 
‘‘(aa) The earnings of the 
company before interest, taxes, 
depreciation, and amortization 
are less than $25,000,000. 
‘‘(bb) The gross revenues of 
the 
company 
are 
less 
than 
$250,000,000. 
‘‘(iii) M&A BROKER.—The term ‘M&A 
broker’ means a broker, and any person 
associated with a broker, engaged in the 
business of effecting securities transactions 
solely in connection with the transfer of 
ownership of an eligible privately held com-
pany, regardless of whether the broker acts 
on behalf of a seller or buyer, through the 
purchase, sale, exchange, issuance, repur-
chase, or redemption of, or a business com-
bination involving, securities or assets of 
the eligible privately held company, if the 
broker reasonably believes that— 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00189
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
190 
HR 10 RFS
‘‘(I) upon consummation of the 
transaction, any person acquiring se-
curities or assets of the eligible pri-
vately held company, acting alone or 
in concert, will control and, directly or 
indirectly, will be active in the man-
agement of the eligible privately held 
company or the business conducted 
with the assets of the eligible privately 
held company; and 
‘‘(II) if any person is offered se-
curities in exchange for securities or 
assets of the eligible privately held 
company, such person will, prior to 
becoming legally bound to consum-
mate the transaction, receive or have 
reasonable access to the most recent 
fiscal year-end financial statements of 
the issuer of the securities as custom-
arily prepared by the management of 
the issuer in the normal course of op-
erations and, if the financial state-
ments of the issuer are audited, re-
viewed, or compiled, any related state-
ment by the independent accountant, 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00190
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
191 
HR 10 RFS
a balance sheet dated not more than 
120 days before the date of the offer, 
and information pertaining to the 
management, business, results of op-
erations for the period covered by the 
foregoing financial statements, and 
material loss contingencies of the 
issuer. 
‘‘(iv) PUBLIC SHELL COMPANY.—The 
term ‘public shell company’ is a company 
that at the time of a transaction with an 
eligible privately held company— 
‘‘(I) has any class of securities 
registered, or required to be reg-
istered, with the Commission under 
section 12 or that is required to file 
reports pursuant to subsection (d); 
‘‘(II) has no or nominal oper-
ations; and 
‘‘(III) has— 
‘‘(aa) no or nominal assets; 
‘‘(bb) assets consisting solely 
of cash and cash equivalents; or 
‘‘(cc) assets consisting of 
any amount of cash and cash 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00191
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
192 
HR 10 RFS
equivalents and nominal other as-
sets. 
‘‘(F) INFLATION ADJUSTMENT.— 
‘‘(i) IN GENERAL.—On the date that 
is 5 years after the date of the enactment 
of this paragraph, and every 5 years there-
after, each dollar amount in subparagraph 
(E)(ii)(II) shall be adjusted by— 
‘‘(I) dividing the annual value of 
the Employment Cost Index For 
Wages and Salaries, Private Industry 
Workers (or any successor index), as 
published by the Bureau of Labor 
Statistics, for the calendar year pre-
ceding the calendar year in which the 
adjustment is being made by the an-
nual value of such index (or suc-
cessor) for the calendar year ending 
December 31, 2012; and 
‘‘(II) multiplying such dollar 
amount by the quotient obtained 
under subclause (I). 
‘‘(ii) 
ROUNDING.—Each 
dollar 
amount determined under clause (i) shall 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00192
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
193 
HR 10 RFS
be rounded to the nearest multiple of 
$100,000.’’. 
SEC. 402. EFFECTIVE DATE. 
This subtitle and any amendment made by this sub-
title shall take effect on the date that is 90 days after 
the date of the enactment of this Act. 
Subtitle B—Encouraging Employee 
Ownership 
SEC. 406. INCREASED THRESHOLD FOR DISCLOSURES RE-
LATING TO COMPENSATORY BENEFIT PLANS. 
Not later than 60 days after the date of the enact-
ment of this Act, the Securities and Exchange Commission 
shall revise section 230.701(e) of title 17, Code of Federal 
Regulations, so as to increase from $5,000,000 to 
$20,000,000 the aggregate sales price or amount of secu-
rities sold during any consecutive 12-month period in ex-
cess of which the issuer is required under such section to 
deliver an additional disclosure to investors. The Commis-
sion shall index for inflation such aggregate sales price 
or amount every 5 years to reflect the change in the Con-
sumer Price Index for All Urban Consumers published by 
the Bureau of Labor Statistics, rounding to the nearest 
$1,000,000. 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00193
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
194 
HR 10 RFS
Subtitle C—Small Company 
Disclosure Simplification 
SEC. 411. EXEMPTION FROM XBRL REQUIREMENTS FOR 
EMERGING GROWTH COMPANIES AND OTHER 
SMALLER COMPANIES. 
(a) EXEMPTION FOR EMERGING GROWTH COMPA-
NIES.—Emerging growth companies are exempted from 
the requirements to use Extensible Business Reporting 
Language (XBRL) for financial statements and other 
periodic reporting required to be filed with the Commis-
sion under the securities laws. Such companies may elect 
to use XBRL for such reporting. 
(b) EXEMPTION
FOR
OTHER
SMALLER
COMPA-
NIES.—Issuers with total annual gross revenues of less 
than $250,000,000 are exempt from the requirements to 
use XBRL for financial statements and other periodic re-
porting required to be filed with the Commission under 
the securities laws. Such issuers may elect to use XBRL 
for such reporting. An exemption under this subsection 
shall continue in effect until— 
(1) the date that is five years after the date of 
enactment of this Act; or 
(2) the date that is two years after a deter-
mination by the Commission, by order after con-
ducting the analysis required by section 3, that the 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00194
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
195 
HR 10 RFS
benefits of such requirements to such issuers out-
weigh the costs, but no earlier than three years after 
enactment of this Act. 
(c) MODIFICATIONS
TO REGULATIONS.—Not later 
than 60 days after the date of enactment of this Act, the 
Commission shall revise its regulations under parts 229, 
230, 232, 239, 240, and 249 of title 17, Code of Federal 
Regulations, to reflect the exemptions set forth in sub-
sections (a) and (b). 
SEC. 412. ANALYSIS BY THE SEC. 
The Commission shall conduct an analysis of the 
costs and benefits to issuers described in section 411(b) 
of the requirements to use XBRL for financial statements 
and other periodic reporting required to be filed with the 
Commission under the securities laws. Such analysis shall 
include an assessment of— 
(1) how such costs and benefits may differ from 
the costs and benefits identified by the Commission 
in the order relating to interactive data to improve 
financial reporting (dated January 30, 2009; 74 
Fed. Reg. 6776) because of the size of such issuers; 
(2) the effects on efficiency, competition, capital 
formation, and financing and on analyst coverage of 
such issuers (including any such effects resulting 
from use of XBRL by investors); 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00195
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
196 
HR 10 RFS
(3) the costs to such issuers of— 
(A) submitting data to the Commission in 
XBRL; 
(B) posting data on the website of the 
issuer in XBRL; 
(C) software necessary to prepare, submit, 
or post data in XBRL; and 
(D) any additional consulting services or 
filing agent services; 
(4) the benefits to the Commission in terms of 
improved ability to monitor securities markets, as-
sess the potential outcomes of regulatory alter-
natives, and enhance investor participation in cor-
porate governance and promote capital formation; 
and 
(5) the effectiveness of standards in the United 
States for interactive filing data relative to the 
standards of international counterparts. 
SEC. 413. REPORT TO CONGRESS. 
Not later than one year after the date of enactment 
of this Act, the Commission shall provide the Committee 
on Financial Services of the House of Representatives and 
the Committee on Banking, Housing, and Urban Affairs 
of the Senate a report regarding— 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00196
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
197 
HR 10 RFS
(1) the progress in implementing XBRL report-
ing within the Commission; 
(2) the use of XBRL data by Commission offi-
cials; 
(3) the use of XBRL data by investors; 
(4) the results of the analysis required by sec-
tion 412; and 
(5) any additional information the Commission 
considers relevant for increasing transparency, de-
creasing costs, and increasing efficiency of regu-
latory filings with the Commission. 
SEC. 414. DEFINITIONS. 
As used in this subtitle, the terms ‘‘Commission’’, 
‘‘emerging growth company’’, ‘‘issuer’’, and ‘‘securities 
laws’’ have the meanings given such terms in section 3 
of the Securities Exchange Act of 1934 (15 U.S.C. 78c). 
Subtitle 
D—Securities 
and 
Ex-
change 
Commission 
Overpay-
ment Credit 
SEC. 416. REFUNDING OR CREDITING OVERPAYMENT OF 
SECTION 31 FEES. 
(a) IN GENERAL.—Section 31 of the Securities Ex-
change Act of 1934 (15 U.S.C. 78ee) is amended by add-
ing at the end the following: 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00197
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
198 
HR 10 RFS
‘‘(n) OVERPAYMENT.—If a national securities ex-
change or national securities association pays to the Com-
mission an amount in excess of fees and assessments due 
under this section and informs the Commission of such 
amount paid in excess within 10 years of the date of the 
payment, the Commission shall offset future fees and as-
sessments due by such exchange or association in an 
amount equal to such excess amount.’’. 
(b) APPLICABILITY.—The amendment made by this 
section shall apply to any fees and assessments paid be-
fore, on, or after the date of enactment of this section. 
Subtitle E—Fair Access to 
Investment Research 
SEC. 421. SAFE HARBOR FOR INVESTMENT FUND RE-
SEARCH. 
(a) EXPANSION OF THE SAFE HARBOR.—Not later 
than the end of the 45-day period beginning on the date 
of enactment of this Act, the Securities and Exchange 
Commission shall propose, and not later than the end of 
the 120-day period beginning on such date, the Commis-
sion shall adopt, upon such terms, conditions, or require-
ments as the Commission may determine necessary or ap-
propriate in the public interest, for the protection of inves-
tors, and for the promotion of capital formation, revisions 
to section 230.139 of title 17, Code of Federal Regula-
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00198
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
199 
HR 10 RFS
tions, to provide that a covered investment fund research 
report that is published or distributed by a broker or deal-
er— 
(1) shall be deemed, for purposes of sections 
2(a)(10) and 5(c) of the Securities Act of 1933 (15 
U.S.C. 77b(a)(10), 77e(c)), not to constitute an 
offer for sale or an offer to sell a security that is the 
subject of an offering pursuant to a registration 
statement that is effective, even if the broker or 
dealer is participating or will participate in the reg-
istered offering of the covered investment fund’s se-
curities; and 
(2) shall be deemed to satisfy the conditions of 
subsection (a)(1) or (a)(2) of section 230.139 of title 
17, Code of Federal Regulations, or any successor 
provisions, for purposes of the Commission’s rules 
and regulations under the Federal securities laws 
and the rules of any self-regulatory organization. 
(b) IMPLEMENTATION OF SAFE HARBOR.—In imple-
menting the safe harbor pursuant to subsection (a), the 
Commission shall— 
(1) not, in the case of a covered investment 
fund with a class of securities in substantially con-
tinuous distribution, condition the safe harbor on 
whether the broker’s or dealer’s publication or dis-
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00199
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
200 
HR 10 RFS
tribution of a covered investment fund research re-
port constitutes such broker’s or dealer’s initiation 
or reinitiation of research coverage on such covered 
investment fund or its securities; 
(2) not— 
(A) require the covered investment fund to 
have been registered as an investment company 
under the Investment Company Act of 1940 
(15 U.S.C. 80a–1 et seq.) or subject to the re-
porting requirements of section 13 or 15(d) of 
the Securities Exchange Act of 1934 (15 
U.S.C. 78m, 78o(d)) for any period exceeding 
the period of time referenced under paragraph 
(a)(1)(i)(A)(1) of section 230.139 of title 17, 
Code of Federal Regulations; or 
(B) impose a minimum float provision ex-
ceeding 
that 
referenced 
in 
paragraph 
(a)(1)(i)(A)(1)(i) of section 230.139 of title 17, 
Code of Federal Regulations; 
(3) provide that a self-regulatory organization 
may not maintain or enforce any rule that would— 
(A) prohibit the ability of a member to 
publish or distribute a covered investment fund 
research report solely because the member is 
also participating in a registered offering or 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00200
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
201 
HR 10 RFS
other distribution of any securities of such cov-
ered investment fund; or 
(B) prohibit the ability of a member to 
participate in a registered offering or other dis-
tribution of securities of a covered investment 
fund solely because the member has published 
or distributed a covered investment fund re-
search report about such covered investment 
fund or its securities; and 
(4) provide that a covered investment fund re-
search report shall not be subject to section 24(b) of 
the Investment Company Act of 1940 (15 U.S.C. 
80a–24(b)) or the rules and regulations thereunder, 
except that such report may still be subject to such 
section and the rules and regulations thereunder to 
the extent that it is otherwise not subject to the con-
tent standards in the rules of any self-regulatory or-
ganization related to research reports, including 
those contained in the rules governing communica-
tions with the public regarding investment compa-
nies or substantially similar standards. 
(c) RULES OF CONSTRUCTION.—Nothing in this Act 
shall be construed as in any way limiting— 
(1) the applicability of the antifraud or 
antimanipulation provisions of the Federal securities 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00201
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
202 
HR 10 RFS
laws and rules adopted thereunder to a covered in-
vestment fund research report, including section 17 
of the Securities Act of 1933 (15 U.S.C. 77q), sec-
tion 34(b) of the Investment Company Act of 1940 
(15 U.S.C. 80a–33), and sections 9 and 10 of the 
Securities Exchange Act of 1934 (15 U.S.C. 78i, 
78j); or 
(2) the authority of any self-regulatory organi-
zation to examine or supervise a member’s practices 
in connection with such member’s publication or dis-
tribution of a covered investment fund research re-
port for compliance with applicable provisions of the 
Federal securities laws or self-regulatory organiza-
tion rules related to research reports, including those 
contained in rules governing communications with 
the public. 
(d) INTERIM EFFECTIVENESS OF SAFE HARBOR.— 
(1) IN GENERAL.—From and after the 120-day 
period beginning on the date of enactment of this 
Act, if the Commission has not adopted revisions to 
section 230.139 of title 17, Code of Federal Regula-
tions, as required by subsection (a), and until such 
time as the Commission has done so, a broker or 
dealer distributing or publishing a covered invest-
ment fund research report after such date shall be 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00202
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
203 
HR 10 RFS
able to rely on the provisions of section 230.139 of 
title 17, Code of Federal Regulations, and the 
broker or dealer’s publication of such report shall be 
deemed to satisfy the conditions of subsection (a)(1) 
or (a)(2) of section 230.139 of title 17, Code of Fed-
eral Regulations, if the covered investment fund that 
is the subject of such report satisfies the reporting 
history requirements (without regard to Form S–3 
or Form F–3 eligibility) and minimum float provi-
sions of such subsections for purposes of the Com-
mission’s rules and regulations under the Federal 
securities laws and the rules of any self-regulatory 
organization, as if revised and implemented in ac-
cordance with subsections (a) and (b). 
(2) STATUS OF COVERED INVESTMENT FUND.— 
After such period and until the Commission has 
adopted revisions to section 230.139 and FINRA 
has revised rule 2210, for purposes of subsection 
(c)(7)(O) of such rule, a covered investment fund 
shall be deemed to be a security that is listed on a 
national securities exchange and that is not subject 
to section 24(b) of the Investment Company Act of 
1940 (15 U.S.C. 80a–24(b)). Communications con-
cerning only covered investment funds that fall with-
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00203
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
204 
HR 10 RFS
in the scope of such section shall not be required to 
be filed with FINRA. 
(e) DEFINITIONS.—For purposes of this section: 
(1) The term ‘‘covered investment fund re-
search report’’ means a research report published or 
distributed by a broker or dealer about a covered in-
vestment fund or any securities issued by the cov-
ered investment fund, but not including a research 
report to the extent that it is published or distrib-
uted by the covered investment fund or any affiliate 
of the covered investment fund. 
(2) The term ‘‘covered investment fund’’ 
means— 
(A) an investment company registered 
under, or that has filed an election to be treated 
as a business development company under, the 
Investment Company Act of 1940 and that has 
filed a registration statement under the Securi-
ties Act of 1933 for the public offering of a 
class of its securities, which registration state-
ment has been declared effective by the Com-
mission; and 
(B) a trust or other person— 
(i) issuing securities in an offering 
registered under the Securities Act of 1933 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00204
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
205 
HR 10 RFS
and which class of securities is listed for 
trading on a national securities exchange; 
(ii) the assets of which consist pri-
marily of commodities, currencies, or deriv-
ative instruments that reference commod-
ities or currencies, or interests in the fore-
going; and 
(iii) that provides in its registration 
statement under the Securities Act of 1933 
that a class of its securities are purchased 
or redeemed, subject to conditions or limi-
tations, for a ratable share of its assets. 
(3) The term ‘‘FINRA’’ means the Financial 
Industry Regulatory Authority. 
(4) The term ‘‘research report’’ has the mean-
ing given that term under section 2(a)(3) of the Se-
curities Act of 1933 (15 U.S.C. 77b(a)(3)), except 
that such term shall not include an oral communica-
tion. 
(5) The term ‘‘self-regulatory organization’’ has 
the meaning given to that term under section 
3(a)(26) of the Securities Exchange Act of 1934 (15 
U.S.C. 78c(a)(26)). 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00205
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
206 
HR 10 RFS
Subtitle F—Accelerating Access to 
Capital 
SEC. 426. EXPANDED ELIGIBILITY FOR USE OF FORM S–3. 
Not later than 45 days after the date of the enact-
ment of this Act, the Securities and Exchange Commission 
shall revise Form S–3— 
(1) so as to permit securities to be registered 
pursuant to General Instruction I.B.1. of such form 
provided that either— 
(A) the aggregate market value of the vot-
ing and non-voting common equity held by non- 
affiliates of the registrant is $75,000,000 or 
more; or 
(B) the registrant has at least one class of 
common equity securities listed and registered 
on a national securities exchange; and 
(2) so as to remove the requirement of para-
graph (c) from General Instruction I.B.6. of such 
form. 
Subtitle G—Enhancing the RAISE 
Act 
SEC. 
431. 
CERTAIN 
ACCREDITED 
INVESTOR 
TRANS-
ACTIONS. 
Section 4 of the Securities Act of 1933 (15 U.S.C. 
77d) is amended— 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00206
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
207 
HR 10 RFS
(1) by amending subsection (d) to read as fol-
lows: 
‘‘(d)(1) The transactions referred to in subsection 
(a)(7) are transactions where— 
‘‘(A) each purchaser is an accredited investor, 
as that term is defined in section 230.501(a) of title 
17, Code of Federal Regulations (or any successor 
thereto); and 
‘‘(B) if any securities sold in reliance on sub-
section (a)(7) are offered by means of any general 
solicitation or general advertising, all such sales are 
made through a platform available only to accredited 
investors. 
‘‘(2) Securities sold in reliance on subsection (a)(7) 
shall be deemed to have been acquired in a transaction 
not involving any public offering. 
‘‘(3) The exemption provided by this subsection shall 
not be available for a transaction where the seller is— 
‘‘(A) an issuer, its subsidiaries or parent; 
‘‘(B) an underwriter acting on behalf of the 
issuer, its subsidiaries or parent, which receives com-
pensation from the issuer with respect to such sale; 
or 
‘‘(C) a dealer. 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00207
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
208 
HR 10 RFS
‘‘(4) A transaction meeting the requirements of this 
subsection shall be deemed not to be a distribution for 
purposes of section 2(a)(11).’’; and 
(2) by striking subsection (e). 
Subtitle H—Small Business Credit 
Availability 
SEC. 436. BUSINESS DEVELOPMENT COMPANY OWNERSHIP 
OF SECURITIES OF INVESTMENT ADVISERS 
AND CERTAIN FINANCIAL COMPANIES. 
(a) IN GENERAL.—Section 60 of the Investment 
Company Act of 1940 (15 U.S.C. 80a–59) is amended— 
(1) by striking ‘‘Notwithstanding’’ and insert-
ing ‘‘(a) Notwithstanding’’; 
(2) by striking ‘‘except that the Commission 
shall not’’ and inserting the following: ‘‘except 
that— 
‘‘(1) section 12 shall not apply to the pur-
chasing, otherwise acquiring, or holding by a busi-
ness development company of any security issued by, 
or any other interest in the business of, any person 
who is an investment adviser registered under title 
II of this Act, who is an investment adviser to an 
investment company, or who is an eligible portfolio 
company; and 
‘‘(2) the Commission shall not’’; 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00208
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
209 
HR 10 RFS
(3) by adding at the end the following: 
‘‘(b) Nothing in this section shall prevent the Com-
mission from issuing rules to address potential conflicts 
of interest between business development companies and 
investment advisers.’’. 
(b) DEFINITION
OF ELIGIBLE PORTFOLIO COM-
PANY.—Section 2(a)(46)(B) of the Investment Company 
Act of 1940 (15 U.S.C. 80a–2(a)(46)(B)) is amended by 
inserting before the semicolon the following: ‘‘(unless it 
is described in paragraph (2), (3), (4), (5), (6), or (9) of 
such section)’’. 
(c) INVESTMENT THRESHOLD.—Section 55(a) of the 
Investment Company Act of 1940 is amended by inserting 
before the colon the following: ‘‘, provided that no more 
than 50 percent of its total assets are assets described 
in section 3(c)’’. 
SEC. 437. 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 amend-
ed— 
(1) by redesignating paragraphs (2) through 
(4) as paragraphs (3) through (5), respectively; 
(2) by striking paragraph (1) and inserting the 
following: 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00209
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
210 
HR 10 RFS
‘‘(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 
promulgated under this Act) applicable to business 
development companies shall be 200 percent. 
‘‘(2) The asset coverage requirements of sub-
paragraphs (A) and (B) of section 18(a)(1) and of 
subparagraphs (A) and (B) of section 18(a)(2) (and 
any related rule promulgated under this Act) appli-
cable to a business development company shall be 
150 percent if— 
‘‘(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 and 
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 
statements; and 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00210
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
211 
HR 10 RFS
‘‘(ii) that such company has adopted 
the asset coverage requirements of this 
subparagraph and the effective date of 
such requirements; 
‘‘(B) with respect to a business develop-
ment company that issues equity securities that 
are registered on a national securities exchange, 
the periodic filings of the company under sec-
tion 13(a) of the Securities Exchange Act of 
1934 (15 U.S.C. 78m) include disclosures rea-
sonably designed 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-
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00211
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
212 
HR 10 RFS
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 eq-
uity securities that are not registered on a na-
tional securities exchange, the company extends, 
to each person who is a shareholder as of the 
date of the approval, an offer to repurchase the 
equity securities held by such person as of such 
approval date, with 25 percent of such securi-
ties to be repurchased in each of the four quar-
ters 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 
application of this paragraph to the company, 
which application shall become effective on the 
date immediately after the date of the ap-
proval.’’; 
(3) in paragraph (3) (as redesignated), by in-
serting ‘‘or which is a stock’’ after ‘‘indebtedness’’; 
(4) in subparagraph (A) of paragraph (4) (as 
redesignated)— 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00212
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
213 
HR 10 RFS
(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, 
options, or rights is not less than— 
‘‘(I) the market value of the se-
curities issuable upon the exercise of 
such warrants, options, or rights at 
the date of issuance of such warrants, 
options, or rights; or 
‘‘(II) if no such market value ex-
ists, the net asset value of the securi-
ties issuable upon the exercise of such 
warrants, options, or rights at the 
date of issuance of such warrants, op-
tions, or rights; and’’; and 
(5) by adding at the end the following: 
‘‘(6)(A) Except as provided in subparagraph 
(B), the following shall not apply to a business de-
velopment company: 
‘‘(i) Subparagraphs (C) and (D) of section 
18(a)(2). 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00213
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
214 
HR 10 RFS
‘‘(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. 
‘‘(B) Subparagraph (A) shall not apply with re-
spect to preferred stock issued to a person who is 
not known by the company to be a qualified institu-
tional buyer (as defined in section 3(a) of the Secu-
rities Exchange Act of 1934).’’. 
(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 ‘‘sec-
tion 
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)’’. 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00214
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
215 
HR 10 RFS
SEC. 438. 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 
Exchange Commission shall revise any rules to the extent 
necessary to allow a business development company that 
has filed an election pursuant to section 54 of the Invest-
ment Company Act of 1940 (15 U.S.C. 80a–53) to use 
the securities offering and proxy rules that are available 
to other issuers that are required to file reports under sec-
tion 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 in-
clude the following: 
(1) The Commission shall revise rule 405 under 
the Securities Act of 1933 (17 CFR 230.405)— 
(A) to remove the exclusion of a business 
development 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 CFR 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00215
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
216 
HR 10 RFS
230.168 and 230.169) to remove the exclusion of a 
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 CFR 
230.163 and 230.163A) to remove a business devel-
opment company from the list of issuers that are in-
eligible to use the exemptions provided by those 
rules. 
(4) The Commission shall revise rule 134 under 
the Securities Act of 1933 (17 CFR 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 CFR 
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 CFR 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 CFR 230.433) to 
specifically include a business development company 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00216
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
217 
HR 10 RFS
that is a well-known seasoned issuer as an issuer to 
which that rule applies. 
(8) The Commission shall revise rule 415 under 
the Securities Act of 1933 (17 CFR 230.415)— 
(A) to state that the registration for secu-
rities provided by that rule includes securities 
registered 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 
undertakings required by item 34.4 of Form N– 
2. 
(9) The Commission shall revise rule 497 under 
the Securities Act of 1933 (17 CFR 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 CFR 
230.172 and 230.173) to remove the exclusion of an 
offering of a business development company from 
those rules. 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00217
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
218 
HR 10 RFS
(11) The Commission shall revise rule 418 
under the Securities Act of 1933 (17 CFR 230.418) 
to provide that a business development company 
that would otherwise meet the eligibility require-
ments of General 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 CFR 
240.14a–101) to provide that a business develop-
ment company that would otherwise meet the re-
quirements 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 CFR 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 incor-
porate by reference its reports and documents filed 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00218
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
219 
HR 10 RFS
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 
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 
company 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. 441. 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 fol-
lowing: 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00219
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
220 
HR 10 RFS
‘‘(d) TEMPORARY EXEMPTION FOR LOW-REVENUE 
ISSUERS.— 
‘‘(1) LOW-REVENUE
EXEMPTION.—Subsection 
(b) shall not apply with respect to an audit report 
prepared for an issuer that— 
‘‘(A) ceased to be an emerging growth 
company 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 securi-
ties of the issuer pursuant to an effective reg-
istration 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
EXEMP-
TION.—An issuer ceases to be eligible for the exemp-
tion described 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 securi-
ties of the issuer pursuant to an effective reg-
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00220
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
221 
HR 10 RFS
istration 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: 
‘‘(A) AVERAGE
ANNUAL
GROSS
REVE-
NUES.—The term ‘average annual gross reve-
nues’ means the total gross revenues of an 
issuer over its most recently completed three 
fiscal years divided by three. 
‘‘(B) EMERGING GROWTH COMPANY.—The 
term ‘emerging growth company’ has the mean-
ing given such term under section 3 of the Se-
curities 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 suc-
cessor thereto.’’. 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00221
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
222 
HR 10 RFS
Subtitle J—Small Business Capital 
Formation Enhancement 
SEC. 446. 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 
‘‘(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. 451. DEFINITION OF ANGEL INVESTOR GROUP. 
As used in this subtitle, the term ‘‘angel investor 
group’’ means any group that— 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00222
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
223 
HR 10 RFS
(1) is composed of accredited investors inter-
ested in investing personal capital in early-stage 
companies; 
(2) holds regular meetings and has defined 
processes and procedures for making investment de-
cisions, 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. 452. CLARIFICATION OF GENERAL SOLICITATION. 
(a) IN GENERAL.—Not later than 6 months after the 
date of enactment of this Act, the Securities and Ex-
change Commission shall revise Regulation D of its rules 
(17 CFR 230.500 et seq.) to require that in carrying out 
the prohibition against general solicitation or general ad-
vertising 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 be-
half 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; 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00223
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
224 
HR 10 RFS
(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 
determine by rule; 
(2) where any advertising for the event does not 
reference any specific offering of securities by the 
issuer; 
(3) the sponsor of which— 
(A) 
does 
not 
make 
investment 
rec-
ommendations 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 
registration of the sponsor as a broker or a 
dealer under the Securities Exchange Act of 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00224
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
225 
HR 10 RFS
1934, or as an investment advisor under the In-
vestment 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 of-
fering 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 
(D) the intended use of proceeds of the of-
fering. 
(b) RULE OF CONSTRUCTION.—Subsection (a) may 
only be construed as requiring the Securities and Ex-
change Commission to amend the requirements of Regula-
tion D with respect to presentations and communications, 
and not with respect to purchases or sales. 
Subtitle L—Main Street Growth 
SEC. 456. 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.— 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00225
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
226 
HR 10 RFS
‘‘(1) REGISTRATION.— 
‘‘(A) IN GENERAL.—A national securities 
exchange may elect to be treated (or for a list-
ing 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 secu-
rities exchange. 
‘‘(B) DETERMINATION
TIME
PERIOD.— 
With respect to a securities exchange electing to 
be 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 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00226
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
227 
HR 10 RFS
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; 
‘‘(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 
security; and 
‘‘(E) may not extend unlisted trading 
privileges to any venture security. 
‘‘(3) EXEMPTIONS
FROM
CERTAIN
NATIONAL 
SECURITY EXCHANGE REGULATIONS.—A venture ex-
change shall not be required to— 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00227
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
228 
HR 10 RFS
‘‘(A) comply with any of sections 242.600 
through 242.612 of title 17, Code of Federal 
Regulations; 
‘‘(B) comply with any of sections 242.300 
through 242.303 of title 17, Code of Federal 
Regulations; 
‘‘(C) submit any data to a securities infor-
mation processor; or 
‘‘(D) use decimal pricing. 
‘‘(4) TREATMENT OF CERTAIN EXEMPTED SE-
CURITIES.—A security that is exempt from registra-
tion 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 compliance 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— 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00228
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
229 
HR 10 RFS
‘‘(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 
Bureau of Labor Statistics, setting 
the 
threshold 
to 
the 
nearest 
$1,000,000) or less. 
‘‘(ii) TREATMENT
WHEN
MARKET 
CAPITALIZATION 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 ex-
change, such issuer shall not cease to 
be an early-stage, growth company by 
reason of the market capitalization of 
such issuer exceeding the threshold 
specified in clause (i)(II) until the end 
of the period of 24 consecutive 
months during which the market cap-
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00229
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
230 
HR 10 RFS
italization of such issuer exceeds 
$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 
Bureau 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 
from the market capitalization re-
quirements of this subparagraph for 
the 1-year period that begins on the 
day after the end of the 24-month pe-
riod described in such subclause. The 
venture exchange may, at the request 
of the issuer, extend the exemption for 
1 additional year. 
‘‘(B) 
VENTURE
SECURITY.—The 
term 
‘venture security’ means— 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00230
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
231 
HR 10 RFS
‘‘(i) securities of an early-stage, 
growth company that are exempt from reg-
istration 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: 
‘‘(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 exemp-
tive authority under section 36 of the Securities Ex-
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00231
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
232 
HR 10 RFS
change 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 sec-
tion or the amendments made by this section shall be con-
strued to impair or limit the construction of the antifraud 
provisions 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 
Commission under those provisions. 
(e) EFFECTIVE DATE FOR TIERS OF EXISTING NA-
TIONAL SECURITIES EXCHANGES.—In the case of a secu-
rities exchange that is registered as a national securities 
exchange 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. 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00232
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
233 
HR 10 RFS
Subtitle M—Micro Offering Safe 
Harbor 
SEC. 461. 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 (e).’’; and 
(2) as amended by section 431(2), by inserting 
after subsection (d) the following: 
‘‘(e) CERTAIN MICRO-OFFERINGS.—The transactions 
referred to in subsection (a)(8) are transactions involving 
the sale of securities by an issuer (including all entities 
controlled 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, 
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 ex-
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00233
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
234 
HR 10 RFS
emption provided under subsection (a)(8) during the 
12-month period preceding such transaction. 
‘‘(3) SMALL OFFERING AMOUNT.—The aggre-
gate amount of all securities sold by the issuer, in-
cluding any amount sold in reliance on the exemp-
tion provided 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).’’. 
Subtitle N—Private Placement 
Improvement 
SEC. 466. REVISIONS TO SEC REGULATION D. 
Not later than 45 days following the date of the en-
actment of this Act, the Securities and Exchange Commis-
sion shall revise Regulation D (17 CFR 501 et seq.) in 
accordance with the following: 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00234
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
235 
HR 10 RFS
(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 required by Form D for each new offer-
ing 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 containing the information re-
quired by Form D except for the single notice de-
scribed in the previous sentence. 
(2) The Commission shall make the information 
contained in each Form D filing available to the se-
curities commission (or any agency or office per-
forming like functions) of each State and territory of 
the United States and the District of Columbia. 
(3) The Commission shall not condition the 
availability of any exemption for an issuer under 
Rule 506 of Regulation D (17 CFR 230.506) on the 
issuer’s or any other person’s filing with the Com-
mission 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-
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00235
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
236 
HR 10 RFS
ing, except when the Commission requests such ma-
terials 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 re-
quirements 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 CFR 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. 
Subtitle O—Supporting America’s 
Innovators 
SEC. 471. 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— 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00236
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
237 
HR 10 RFS
(1) by inserting after ‘‘one hundred persons’’ 
the following: ‘‘(or, with respect to a qualifying ven-
ture capital fund, 500 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 In-
vestment Advisers Act of 1940 (15 U.S.C. 80b– 
3(l)(1)) with no more than $50,000,000 in ag-
gregate capital contributions and uncalled com-
mitted 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. 476. CROWDFUNDING EXEMPTION. 
(a) SECURITIES ACT OF 1933.—Section 4(a) of the 
Securities Act of 1933 (15 U.S.C. 77d) is amended by 
striking paragraph (6) and inserting the following: 
‘‘(6) transactions involving the offer or sale of 
securities by an issuer, provided that— 
‘‘(A) in the case of a transaction involving 
an intermediary between the issuer and the in-
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00237
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
238 
HR 10 RFS
vestor, such intermediary complies with the re-
quirements under section 4A(a); and 
‘‘(B) in the case of a transaction not in-
volving an intermediary between the issuer and 
the investor, the issuer complies with the re-
quirements under section 4A(b).’’. 
(b) 
REQUIREMENTS
TO
QUALIFY
FOR 
CROWDFUNDING EXEMPTION.—Section 4A of the Securi-
ties Act of 1933 (15 U.S.C. 77d–1) is amended to read 
as follows: 
‘‘SEC. 4A. REQUIREMENTS WITH RESPECT TO CERTAIN 
SMALL TRANSACTIONS. 
‘‘(a) REQUIREMENTS
ON
INTERMEDIARIES.—For 
purposes of section 4(a)(6), a person acting as an inter-
mediary in a transaction involving the offer or sale of secu-
rities shall comply with the requirements of this subsection 
if the intermediary— 
‘‘(1) 
warns 
investors, 
including 
on 
the 
intermediary’s website used for the offer and sale of 
such securities, of the speculative nature generally 
applicable to investments in startups, emerging busi-
nesses, and small issuers, including risks in the sec-
ondary market related to illiquidity; 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00238
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
239 
HR 10 RFS
‘‘(2) warns investors that they are subject to 
the restriction on sales requirement described under 
subsection (e); 
‘‘(3) takes reasonable measures to reduce the 
risk of fraud with respect to such transaction; 
‘‘(4) registers with the Commission and the Fi-
nancial Industry Regulatory Authority, including by 
providing the Commission with the intermediary’s 
physical address, website address, and the names of 
the intermediary and employees of the intermediary, 
and keep such information up-to-date; 
‘‘(5) provides the Commission with continuous 
investor-level access to the intermediary’s website; 
‘‘(6) requires each potential investor to answer 
questions demonstrating— 
‘‘(A) an understanding of the level of risk 
generally applicable to investments in startups, 
emerging businesses, and small issuers; 
‘‘(B) an understanding of the risk of 
illiquidity; and 
‘‘(C) such other areas as the Commission 
may determine appropriate by rule or regula-
tion, including information relating to the own-
ers’ and management’s experience, and any re-
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00239
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
240 
HR 10 RFS
lated party transactions and conflicts of inter-
est; 
‘‘(7) carries out a background check on the 
issuer’s principals; 
‘‘(8) provides the Commission and potential in-
vestors with notice of the offering not less than 10 
days prior to such offering, not later than the first 
day securities are offered to potential investors, in-
cluding— 
‘‘(A) the issuer’s name, legal status, phys-
ical address, and website address; 
‘‘(B) the names of the issuer’s principals; 
‘‘(C) the stated purpose and intended use 
of the proceeds of the offering sought by the 
issuer; and 
‘‘(D) the target offering amount and the 
deadline to reach the target offering amount; 
‘‘(9) outsources cash-management functions to 
a qualified third party custodian, such as a broker 
or dealer registered under section 15(b)(1) of the 
Securities Exchange Act of 1934, a trust company, 
or an insured depository institution; 
‘‘(10) makes available on the intermediary’s 
website a method of communication that permits the 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00240
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
241 
HR 10 RFS
issuer and investors to communicate with one an-
other; and 
‘‘(11) provides the Commission with a notice 
upon completion of the offering, which shall include 
the aggregate offering amount and the number of 
purchasers. 
‘‘(b) REQUIREMENTS
ON ISSUERS
IF NO INTER-
MEDIARY.—For purposes of section 4(a)(6), an issuer who 
offers or sells securities without an intermediary shall 
comply with the requirements of this subsection if the 
issuer— 
‘‘(1) warns investors, including on the issuer’s 
website, of the speculative nature generally applica-
ble to investments in startups, emerging businesses, 
and small issuers, including risks in the secondary 
market related to illiquidity; 
‘‘(2) warns investors that they are subject to 
the restriction on sales requirement described under 
subsection (e); 
‘‘(3) takes reasonable measures to reduce the 
risk of fraud with respect to such transaction; 
‘‘(4) provides the Commission with the issuer’s 
physical address, website address, and the names of 
the principals and employees of the issuers, and 
keeps such information up-to-date; 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00241
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
242 
HR 10 RFS
‘‘(5) provides the Commission with continuous 
investor-level access to the issuer’s website; 
‘‘(6) requires each potential investor to answer 
questions demonstrating— 
‘‘(A) an understanding of the level of risk 
generally applicable to investments in startups, 
emerging businesses, and small issuers; 
‘‘(B) an understanding of the risk of 
illiquidity; and 
‘‘(C) such other areas as the Commission 
may determine appropriate by rule or regula-
tion; 
‘‘(7) provides the Commission with notice of the 
offering not less than 10 days prior to such offering, 
not later than the first day securities are offered to 
potential investors, including— 
‘‘(A) the stated purpose and intended use 
of the proceeds of the offering sought by the 
issuer; and 
‘‘(B) the target offering amount and the 
deadline to reach the target offering amount; 
‘‘(8) outsources cash-management functions to 
a qualified third party custodian, such as a broker 
or dealer registered under section 15(b)(1) of the 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00242
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
243 
HR 10 RFS
Securities Exchange Act of 1934, a trust company, 
or an insured depository institution; 
‘‘(9) makes available on the issuer’s website a 
method of communication that permits the issuer 
and investors to communicate with one another; 
‘‘(10) does not offer personalized investment 
advice; 
‘‘(11) provides the Commission with a notice 
upon completion of the offering, which shall include 
the aggregate offering amount and the number of 
purchasers; and 
‘‘(c) VERIFICATION OF INCOME.—For purposes of 
section 4(a)(6), an issuer or intermediary may rely on cer-
tifications as to annual income provided by the person to 
whom the securities are sold to verify the investor’s in-
come. 
‘‘(d) INFORMATION AVAILABLE
TO STATES.—The 
Commission shall make the notices described under sub-
sections (a)(9), (a)(13), (b)(8), and (b)(13) and the infor-
mation described under subsections (a)(4) and (b)(4) 
available to the States. 
‘‘(e) RESTRICTION ON SALES.—With respect to a 
transaction involving the issuance of securities described 
under section 4(a)(6), a purchaser may not transfer such 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00243
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
244 
HR 10 RFS
securities during the 1-year period beginning on the date 
of purchase, unless such securities are sold to— 
‘‘(1) the issuer of such securities; or 
‘‘(2) an accredited investor. 
‘‘(f) CONSTRUCTION.— 
‘‘(1) NO REGISTRATION AS BROKER.—With re-
spect to a transaction described under section 
4(a)(6) involving an intermediary, such intermediary 
shall not be required to register as a broker under 
section 15(a)(1) of the Securities Exchange Act of 
1934 solely by reason of participation in such trans-
action. 
‘‘(2) NO PRECLUSION OF OTHER CAPITAL RAIS-
ING.—Nothing in this section or section 4(a)(6) 
shall be construed as preventing an issuer from rais-
ing capital through methods not described under 
section 4(a)(6).’’. 
(c) RULEMAKING.—Not later than 180 days after the 
date of enactment of this Act, the Securities and Ex-
change Commission shall issue or revise such rules as may 
be necessary to carry out section 4A of the Securities Act 
of 1933, ans amended by this Act. In issuing or revising 
such rules, the Commission shall consider the costs and 
benefits of the action. 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00244
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
245 
HR 10 RFS
(d) DISQUALIFICATION.—Not later than 180 days 
after the date of enactment of this Act, the Securities and 
Exchange Commission shall by rule or regulation establish 
disqualification provisions under which an issuer shall not 
be eligible to utilize the exemption under section 4(a)(6) 
of the Securities Act of 1933 (as amended by this Act) 
based on the disciplinary history of the issuer or its prede-
cessors, affiliates, officers, directors, or persons fulfilling 
similar roles. The Commission shall also establish disquali-
fication provisions under which an intermediary shall not 
be eligible to act as an intermediary in connection with 
an offering utilizing the exemption under section 4(a)(6) 
of the Securities Act of 1933 based on the disciplinary 
history of the intermediary or its predecessors, affiliates, 
officers, directors, or persons fulfilling similar roles. Such 
provisions shall be substantially similar to the disqualifica-
tion provisions contained in the regulations adopted in ac-
cordance with section 926 of the Dodd-Frank Wall Street 
Reform and Consumer Protection Act (15 U.S.C. 77d 
note). 
SEC. 477. EXCLUSION OF CROWDFUNDING INVESTORS 
FROM SHAREHOLDER CAP. 
Section 12(g)(5) of the Securities Exchange Act of 
1934 (15 U.S.C. 78l(g)(5)) is amended— 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00245
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
246 
HR 10 RFS
(1) by striking ‘‘(5) For the purposes’’ and in-
serting: 
‘‘(5) DEFINITIONS.— 
‘‘(A) IN
GENERAL.—For the purposes’’; 
and 
(2) by adding at the end the following: 
‘‘(B) EXCLUSION FOR PERSONS HOLDING 
CERTAIN
SECURITIES.—For purposes of this 
subsection, securities held by persons who pur-
chase such securities in transactions described 
under section 4(a)(6) of the Securities Act of 
1933 shall not be deemed to be ‘held of 
record’.’’. 
SEC. 478. PREEMPTION OF STATE LAW. 
(a) IN GENERAL.—Section 18(b)(4)(C) of the Securi-
ties Act of 1933 (15 U.S.C. 77r(b)(4)(C)) is amended by 
striking ‘‘section 4(6)’’ and inserting ‘‘section 4(a)(6)’’. 
(b) CLARIFICATION
OF
THE
PRESERVATION
OF 
STATE ENFORCEMENT AUTHORITY.— 
(1) IN GENERAL.—The amendments made by 
section 305(a) of the Jumpstart Our Business 
Startups Act, as amended by subsection (a), relate 
solely to State registration, documentation, and of-
fering requirements, as described under section 
18(a) of Securities Act of 1933 (15 U.S.C. 77r(a)), 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00246
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
247 
HR 10 RFS
and shall have no impact or limitation on other 
State authority to take enforcement action with re-
gard to an issuer, intermediary, or any other person 
or entity using the exemption from registration pro-
vided by section 4(a)(6) of such Act. Notwith-
standing monetary penalties or sanctions, a State 
may not impose any filing or fee under such author-
ity. 
(2) CLARIFICATION
OF
STATE
JURISDICTION 
OVER
UNLAWFUL
CONDUCT
OF
INTERMEDIARIES, 
ISSUERS, AND CUSTODIANS.—Section 18(c)(1) of the 
Securities Act of 1933 is amended by striking ‘‘in 
connection with securities or securities transactions’’ 
and all that follows and inserting the following: ‘‘in 
connection with securities or securities transactions, 
with respect to— 
‘‘(A) fraud or deceit; 
‘‘(B) unlawful conduct by a broker or deal-
er; and 
‘‘(C) with respect to a transaction de-
scribed under section 4(a)(6), unlawful conduct 
by an intermediary, issuer, or custodian.’’. 
SEC. 479. TREATMENT OF FUNDING PORTALS. 
Section 5312(c) of title 31, United States Code, is 
amended by adding at the end the following: 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00247
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
248 
HR 10 RFS
‘‘(2) FUNDING
PORTALS
NOT
INCLUDED
IN 
DEFINITION.—The term ‘financial institution’ (as 
defined in subsection (a)) does not include a funding 
portal (as defined under section 3(a) of the Securi-
ties Exchange Act of 1934 (15 U.S.C. 78c(a))).’’. 
Subtitle Q—Corporate Governance 
Reform and Transparency 
SEC. 481. 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 pri-
marily engaged in the business of providing proxy 
voting research, analysis, or recommendations to cli-
ents, which conduct constitutes a solicitation within 
the meaning of section 14 and the Commission’s 
rules and regulations thereunder, except to the ex-
tent that the person is exempted by such rules and 
regulations from requirements otherwise applicable 
to persons engaged in a solicitation. 
‘‘(84) PERSON ASSOCIATED WITH A PROXY AD-
VISORY FIRM.—The term ‘person associated with’ a 
proxy advisory firm means any partner, officer, or 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00248
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
249 
HR 10 RFS
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 ministe-
rial shall not be included in the meaning of such 
term. The Commission may by rules and regulations 
classify, 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 Securi-
ties and Exchange Commission; and 
(2) the term ‘‘proxy advisory firm’’ has the 
same meaning as in section 3(a)(83) of the Securi-
ties Exchange Act of 1934, as added by this subtitle. 
SEC. 482. 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: 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00249
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
250 
HR 10 RFS
‘‘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 pro-
vide 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 Commis-
sion shall require, by rule or regulation, and 
containing the information described in sub-
paragraph (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 methodolo-
gies that the applicant uses in developing 
proxy voting recommendations, including 
whether and how the applicant considers 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00250
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
251 
HR 10 RFS
the size of a company when making proxy 
voting recommendations; 
‘‘(iii) the organizational structure of 
the applicant; 
‘‘(iv) whether or not the applicant has 
in effect a code of ethics, and if not, the 
reasons 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 
necessary or appropriate in the public in-
terest or for the protection of investors. 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00251
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
252 
HR 10 RFS
‘‘(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 deter-
mine whether registration should be de-
nied. 
‘‘(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 con-
clusion of such proceedings, the Commis-
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00252
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
253 
HR 10 RFS
sion, by order, shall grant or deny such ap-
plication for registration. 
‘‘(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 satisfac-
tion that it has adequate financial and 
managerial resources to consistently 
provide proxy advice based on accu-
rate information and to materially 
comply with the procedures and meth-
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00253
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
254 
HR 10 RFS
odologies disclosed under paragraph 
(1)(B) and with subsections (f) and 
(g); or 
‘‘(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 
Commission by a proxy advisory firm in its com-
pleted application for registration, or in any amend-
ment submitted under paragraph (1) or (2) of sub-
section (c), publicly available on the Commission’s 
website, or through another comparable, readily ac-
cessible 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 mate-
rially 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 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00254
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
255 
HR 10 RFS
amend such information in the annual submission of 
the organization under paragraph (2) of this sub-
section. 
‘‘(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 ex-
ceeding 12 months, or revoke the registration of any reg-
istered proxy advisory firm if the Commission finds, on 
the record after notice and opportunity for hearing, that 
such censure, placing of limitations, suspension, or revoca-
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00255
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
256 
HR 10 RFS
tion is necessary for the protection of investors and in the 
public interest and that such registered proxy advisory 
firm, or any person associated with such an organization, 
whether prior to or subsequent to becoming so associ-
ated— 
‘‘(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 ac-
tion, conduct, or practice specified in subparagraph 
(C) of section 15(b)(4), during the 10-year period 
preceding the date of commencement of the pro-
ceedings under this subsection, or at any time there-
after; 
‘‘(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; 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00256
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
257 
HR 10 RFS
‘‘(3) is subject to any order of the Commission 
barring or suspending the right of the person to be 
associated with a registered proxy advisory firm; 
‘‘(4) fails to furnish the certifications required 
under subsections (b)(2)(C)(ii)(I) and (c)(2); 
‘‘(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 nec-
essary in the public interest or for the protection of 
investors, which terms and conditions shall include 
at a minimum 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, withdraw from registration by filing a writ-
ten notice of withdrawal to the Commission. 
‘‘(2) COMMISSION AUTHORITY.—In addition to 
any other authority of the Commission under this 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00257
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
258 
HR 10 RFS
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 Com-
mission, by order, shall cancel the registration under 
this section of such registered proxy advisory firm. 
‘‘(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 consid-
eration 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 Commis-
sion shall issue final rules to prohibit, or require the 
management and disclosure of, any conflicts of inter-
est relating to the offering of proxy advisory services 
by a registered proxy advisory firm, including, with-
out 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; 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00258
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
259 
HR 10 RFS
‘‘(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-
ests between a registered proxy advisory firm, 
or any person associated with such registered 
proxy advisory firm, and any client, or any af-
filiate 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 inter-
est, as the Commission deems necessary or ap-
propriate in the public interest or for the pro-
tection of investors. 
‘‘(g) RELIABILITY OF PROXY ADVISORY FIRM SERV-
ICES.— 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00259
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS
260 
HR 10 RFS
‘‘(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-
ommendations access in a reasonable time to the 
draft recommendations, with an opportunity to pro-
vide meaningful comment thereon, including the op-
portunity 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 ad-
visory firm’s voting recommendations, and shall re-
solve 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 
VerDate Sep 11 2014 
22:41 Jun 13, 2017
Jkt 069200
PO 00000
Frm 00260
Fmt 6652
Sfmt 6201
E:\BILLS\H10.RFS
H10
sradovich on DSK3GMQ082PROD with BILLS