439 
‘‘(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; 
‘‘(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); 
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‘‘(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)(81) 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 
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. 
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‘‘(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; 
‘‘(B) the provision of consulting, advisory, 
or other services by a registered proxy advisory 
firm, or any person associated with such reg-
istered proxy advisory firm, to the client; 
‘‘(C) business relationships, ownership in-
terests, or any other financial or personal inter-
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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.— 
‘‘(1) IN GENERAL.—Each registered proxy advi-
sory firm shall have staff sufficient to produce proxy 
voting recommendations that are based on accurate 
and current information. Each registered proxy advi-
sory firm shall detail procedures sufficient to permit 
companies receiving proxy advisory firm rec-
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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 
public data cited therein, any company informa-
tion or substantive analysis impacting the rec-
ommendation, and the specific voting rec-
ommendations on individual proxy ballot issues; 
and 
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‘‘(B) does not include the entirety of the 
proxy advisory firm’s final report to its clients. 
‘‘(h) DESIGNATION
OF COMPLIANCE OFFICER.— 
Each registered proxy advisory firm shall designate an in-
dividual responsible for administering the policies and pro-
cedures that are required to be established pursuant to 
subsections (f) and (g), and for ensuring compliance with 
the securities laws and the rules and regulations there-
under, including those promulgated by the Commission 
pursuant to this section. 
‘‘(i) PROHIBITED CONDUCT.— 
‘‘(1) PROHIBITED ACTS AND PRACTICES.—The 
Commission shall issue final rules to prohibit any 
act or practice relating to the offering of proxy advi-
sory services by a registered proxy advisory firm 
that the Commission determines to be unfair or co-
ercive, including any act or practice relating to— 
‘‘(A) conditioning a voting recommendation 
or other proxy advisory firm recommendation 
on the purchase by an issuer or an affiliate 
thereof of other services or products, of the reg-
istered proxy advisory firm or any person asso-
ciated with such registered proxy advisory firm; 
and 
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‘‘(B) modifying a voting recommendation 
or otherwise departing from its adopted system-
atic procedures and methodologies in the provi-
sion of proxy advisory services, based on wheth-
er an issuer, or affiliate thereof, subscribes or 
will subscribe to other services or product of the 
registered proxy advisory firm or any person as-
sociated with such organization. 
‘‘(2) RULE
OF
CONSTRUCTION.—Nothing in 
paragraph (1), or in any rules or regulations adopt-
ed thereunder, may be construed to modify, impair, 
or supersede the operation of any of the antitrust 
laws (as defined in the first section of the Clayton 
Act, except that such term includes section 5 of the 
Federal Trade Commission Act, to the extent that 
such section 5 applies to unfair methods of competi-
tion). 
‘‘(j) STATEMENTS OF FINANCIAL CONDITION.—Each 
registered proxy advisory firm shall, on a confidential 
basis, file with the Commission, at intervals determined 
by the Commission, such financial statements, certified (if 
required by the rules or regulations of the Commission) 
by an independent public auditor, and information con-
cerning its financial condition, as the Commission, by rule, 
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446 
may prescribe as necessary or appropriate in the public 
interest or for the protection of investors. 
‘‘(k) ANNUAL REPORT.—Each registered proxy advi-
sory firm shall, at the beginning of each fiscal year of such 
firm, report to the Commission on the number of share-
holder proposals its staff reviewed in the prior fiscal year, 
the number of recommendations made in the prior fiscal 
year, the number of staff who reviewed and made rec-
ommendations on such proposals in the prior fiscal year, 
and the number of recommendations made in the prior 
fiscal year where the proponent of such recommendation 
was a client of or received services from the proxy advisory 
firm. 
‘‘(l) TRANSPARENT
POLICIES.—Each registered 
proxy advisory firm shall file with the Commission and 
make publicly available its methodology for the formula-
tion of proxy voting policies and voting recommendations. 
‘‘(m) RULES OF CONSTRUCTION.— 
‘‘(1) NO WAIVER OF RIGHTS, PRIVILEGES, OR 
DEFENSES.—Registration under and compliance 
with this section does not constitute a waiver of, or 
otherwise diminish, any right, privilege, or defense 
that a registered proxy advisory firm may otherwise 
have under any provision of State or Federal law, 
including any rule, regulation, or order thereunder. 
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‘‘(2) NO PRIVATE RIGHT OF ACTION.—Nothing 
in this section may be construed as creating any pri-
vate right of action, and no report filed by a reg-
istered proxy advisory firm in accordance with this 
section or section 17 shall create a private right of 
action under section 18 or any other provision of 
law. 
‘‘(n) REGULATIONS.— 
‘‘(1) NEW PROVISIONS.—Such rules and regula-
tions as are required by this section or are otherwise 
necessary to carry out this section, including the ap-
plication form required under subsection (a)— 
‘‘(A) shall be issued by the Commission, 
not later than 180 days after the date of enact-
ment of this section; and 
‘‘(B) shall become effective not later than 
1 year after the date of enactment of this sec-
tion. 
‘‘(2) REVIEW OF EXISTING REGULATIONS.—Not 
later than 270 days after the date of enactment of 
this section, the Commission shall— 
‘‘(A) review its existing rules and regula-
tions which affect the operations of proxy advi-
sory firms; 
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448 
‘‘(B) amend or revise such rules and regu-
lations in accordance with the purposes of this 
section, and issue such guidance, as the Com-
mission may prescribe as necessary or appro-
priate in the public interest or for the protec-
tion of investors; and 
‘‘(C) direct Commission staff to withdraw 
the Egan Jones Proxy Services (May 27, 2004) 
and Institutional Shareholder Services, Inc. 
(September 15, 2004) no-action letters. 
‘‘(o) APPLICABILITY.—This section, other than sub-
section (n), which shall apply on the date of enactment 
of this section, shall apply on the earlier of— 
‘‘(1) the date on which regulations are issued in 
final form under subsection (n)(1); or 
‘‘(2) 270 days after the date of enactment of 
this section.’’. 
(b) CONFORMING AMENDMENT.—Section 17(a)(1) of 
the Securities Exchange Act of 1934 (15 U.S.C. 
78q(a)(1)) is amended by inserting ‘‘proxy advisory firm,’’ 
after ‘‘nationally recognized statistical rating organiza-
tion,’’. 
SEC. 1083. COMMISSION ANNUAL REPORT. 
The Commission shall make an annual report publicly 
available on the Commission’s Internet website. Such re-
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449 
port shall, with respect to the year to which the report 
relates— 
(1) identify applicants for registration under 
section 15H of the Securities Exchange Act of 1934, 
as added by this subtitle; 
(2) specify the number of and actions taken on 
such applications; 
(3) specify the views of the Commission on the 
state of competition, transparency, policies and 
methodologies, and conflicts of interest among proxy 
advisory firms; 
(4) include the determination of the Commis-
sion with regard to— 
(A) the quality of proxy advisory services 
issued by proxy advisory firms; 
(B) the financial markets; 
(C) competition among proxy advisory 
firms; 
(D) the incidence of undisclosed conflicts 
of interest by proxy advisory firms; 
(E) the process for registering as a proxy 
advisory firm; and 
(F) such other matters relevant to the im-
plementation of this subtitle and the amend-
ments made by this subtitle, as the Commission 
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450 
determines necessary to bring to the attention 
of the Congress; 
(5) identify problems, if any, that have resulted 
from the implementation of this subtitle and the 
amendments made by this subtitle; and 
(6) recommend solutions, including any legisla-
tive or regulatory solutions, to any problems identi-
fied under paragraphs (4) and (5). 
Subtitle R—Senior Safe 
SEC. 1091. IMMUNITY. 
(a) DEFINITIONS.—In this subtitle— 
(1) the term ‘‘Bank Secrecy Act Officer’’ means 
an individual responsible for ensuring compliance 
with the requirements mandated by subchapter II of 
chapter 53 of title 31, United States Code; 
(2) the term ‘‘broker-dealer’’ means a broker or 
dealer, as those terms are defined, respectively, in 
section 3(a) of the Securities Exchange Act of 1934 
(15 U.S.C. 78c(a)); 
(3) the term ‘‘covered agency’’ means— 
(A) a State financial regulatory agency, in-
cluding a State securities or law enforcement 
authority and a State insurance regulator; 
(B) each of the Federal financial institu-
tions regulatory agencies; 
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451 
(C) the Securities and Exchange Commis-
sion; 
(D) a law enforcement agency; 
(E) and State or local agency responsible 
for administering adult protective service laws; 
and 
(F) a State attorney general. 
(4) the term ‘‘covered financial institution’’ 
means— 
(A) a credit union; 
(B) a depository institution; 
(C) an investment advisor; 
(D) a broker-dealer; 
(E) an insurance company; and 
(F) a State attorney general. 
(5) the term ‘‘credit union’’ means a Federal 
credit union, State credit union, or State-chartered 
credit union, as those terms are defined in section 
101 of the Federal Credit Union Act (12 U.S.C. 
1752); 
(6) the term ‘‘depository institution’’ has the 
meaning given the term in section 3(c) of the Fed-
eral Deposit Insurance Act (12 U.S.C. 1813(c)); 
(7) the term ‘‘exploitation’’ means the fraudu-
lent or otherwise illegal, unauthorized, or improper 
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452 
act or process of an individual, including a caregiver 
or fiduciary, that— 
(A) uses the resources of a senior citizen 
for monetary personal benefit, profit, or gain; 
or 
(B) results in depriving a senior citizen of 
rightful access to or use of benefits, resources, 
belongings or assets; 
(8) the term ‘‘Federal financial institutions reg-
ulatory agencies’’ has the meaning given the term in 
section 1003 of the Federal Financial Institutions 
Examination Council Act of 1978 (12 U.S.C. 3302); 
(9) the term ‘‘investment adviser’’ has the 
meaning given the term in section 202 of the Invest-
ment Advisers Act of 1940 (15 U.S.C. 80b–2); 
(10) the term ‘‘insurance company’’ has the 
meaning given the term in section 2(a) of the Invest-
ment Company Act of 1940 (15 U.S.C. 80a–2(a)); 
(11) the term ‘‘registered representative’’ 
means an individual who represents a broker-dealer 
in effecting or attempting to affect a purchase or 
sale of securities; 
(12) the term ‘‘senior citizen’’ means an indi-
vidual who is not less than 65 years of age; 
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453 
(13) the term ‘‘State insurance regulator’’ has 
the meaning given such term in section 315 of the 
Gramm-Leach-Bliley Act (15 U.S.C. 6735); and 
(14) the term ‘‘State securities or law enforce-
ment authority’’ has the meaning given the term in 
section 24(f)(4) of the Securities Exchange Act of 
1934 (15 U.S.C. 78x(f)(4)). 
(b) IMMUNITY FROM SUIT.— 
(1) IMMUNITY
FOR
INDIVIDUALS.—An indi-
vidual who has received the training described in 
section 1092 shall not be liable, including in any 
civil or administrative proceeding, for disclosing the 
possible exploitation of a senior citizen to a covered 
agency if the individual, at the time of the disclo-
sure— 
(A) served as a supervisor, compliance offi-
cer (including a Bank Secrecy Act Officer), or 
registered representative for a covered financial 
institution; and 
(B) made the disclosure with reasonable 
care including reasonable efforts to avoid disclo-
sure other than to a covered agency. 
(2) IMMUNITY FOR COVERED FINANCIAL INSTI-
TUTIONS.—A covered financial institution shall not 
be liable, including in any civil or administrative pro-
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454 
ceeding, for a disclosure made by an individual de-
scribed in paragraph (1) if— 
(A) the individual was employed by, or, in 
the case of a registered representative, affiliated 
or associated with, the covered financial institu-
tion at the time of the disclosure; and 
(B) before the time of the disclosure, the 
covered financial institution provided the train-
ing described in section 1092 to each individual 
described in section 1092(a). 
SEC. 1092. TRAINING REQUIRED. 
(a) IN GENERAL.—A covered financial institution 
may provide training described in subsection (b)(1) to 
each officer or employee of, or registered representative 
affiliated or associated with, the covered financial institu-
tion who— 
(1) is described in section 1091(b)(1)(A); 
(2) may come into contact with a senior citizen 
as a regular part of the duties of the officer, em-
ployee, or registered representative; or 
(3) may review or approve the financial docu-
ments, records, or transactions of a senior citizen in 
connection with providing financial services to a sen-
ior citizen. 
(b) TRAINING.— 
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455 
(1) IN
GENERAL.—The training described in 
this paragraph shall— 
(A) instruct any individual attending the 
training on how to identify and report the sus-
pected exploitation of a senior citizen; 
(B) discuss the need to protect the privacy 
and respect the integrity of each individual cus-
tomer of a covered financial institution; and 
(C) be appropriate to the job responsibil-
ities of the individual attending the training. 
(2) TIMING.—The training required under sub-
section (a) shall be provided as soon as reasonably 
practicable but not later than 1 year after the date 
on which an officer, employee, or registered rep-
resentative begins employment with or becomes af-
filiated or associated with the covered financial insti-
tution. 
(3) BANK
SECRECY
ACT
OFFICER.—An indi-
vidual who is designated as a compliance officer 
under an anti-money laundering program established 
pursuant to section 5318(h) of title 31, United 
States Code, shall be deemed to have received the 
training described under this subsection. 
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456 
SEC. 1093. RELATIONSHIP TO STATE LAW. 
Nothing in this Act shall be construed to preempt or 
limit any provision of State law, except only to the extent 
that section 1091 provides a greater level of protection 
against liability to an individual described in section 
1091(b)(1) or to a covered financial institution described 
in section 1091(b)(2) than is provided under State law. 
Subtitle S—National Securities 
Exchange Regulatory Parity 
SEC. 1096. APPLICATION OF EXEMPTION. 
Section 18(b)(1) of the Securities Act of 1933 (15 
U.S.C. 77r(b)(1)) is amended— 
(1) by striking subparagraph (A); 
(2) in subparagraph (B), by striking ‘‘that the 
Commission determines by rule (on its own initiative 
or on the basis of a petition) are substantially simi-
lar to the listing standards applicable to securities 
described in subparagraph (A)’’ and inserting ‘‘that 
have been approved by the Commission’’; 
(3) in subparagraph (C), by striking ‘‘or (B)’’; 
and 
(4) by redesignating subparagraphs (B) and 
(C) as subparagraphs (A) and (B), respectively. 
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457 
TITLE XI—REGULATORY RELIEF 
FOR MAIN STREET AND COM-
MUNITY FINANCIAL INSTITU-
TIONS 
Subtitle A—Preserving Access to 
Manufactured Housing 
SEC. 1101. MORTGAGE ORIGINATOR DEFINITION. 
Section 103 of the Truth in Lending Act (15 U.S.C. 
1602) is amended— 
(1) by redesignating the second subsection (cc) 
and subsection (dd) as subsections (dd) and (ee), re-
spectively; and 
(2) in paragraph (2)(C) of subsection (dd), as 
so redesignated, by striking ‘‘an employee of a re-
tailer of manufactured homes who is not described 
in clause (i) or (iii) of subparagraph (A) and who 
does not advise a consumer on loan terms (including 
rates, fees, and other costs)’’ and inserting ‘‘a re-
tailer of manufactured or modular homes or its em-
ployees unless such retailer or its employees receive 
compensation or gain for engaging in activities de-
scribed in subparagraph (A) that is in excess of any 
compensation or gain received in a comparable cash 
transaction’’. 
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458 
SEC. 1102. HIGH-COST MORTGAGE DEFINITION. 
Section 103 of the Truth in Lending Act (15 U.S.C. 
1602), as amended by section 1101, is further amended— 
(1) by redesignating subsection (aa) (relating to 
disclosure of greater amount or percentage), as so 
designated by section 1100A of the Consumer Fi-
nancial Protection Act of 2010, as subsection (bb); 
(2) by redesignating subsection (bb) (relating to 
high cost mortgages), as so designated by section 
1100A of the Consumer Financial Protection Act of 
2010, as subsection (aa), and moving such sub-
section to immediately follow subsection (z); and 
(3) in subsection (aa)(1)(A), as so redesig-
nated— 
(A) in clause (i)(I), by striking ‘‘(8.5 per-
centage points, if the dwelling is personal prop-
erty and the transaction is for less than 
$50,000)’’ and inserting ‘‘(10 percentage points 
if the dwelling is personal property or is a 
transaction that does not include the purchase 
of real property on which a dwelling is to be 
placed, and the transaction is for less than 
$75,000 (as such amount is adjusted by the 
Consumer Financial Opportunity Commission 
to reflect the change in the Consumer Price 
Index))’’; and 
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459 
(B) in clause (ii)— 
(i) in subclause (I), by striking ‘‘or’’ 
at the end; and 
(ii) by adding at the end the fol-
lowing: 
‘‘(III) in the case of a trans-
action for less than $75,000 (as such 
amount is adjusted by the Consumer 
Financial Opportunity Commission to 
reflect the change in the Consumer 
Price Index) in which the dwelling is 
personal property (or is a consumer 
credit transaction that does not in-
clude the purchase of real property on 
which a dwelling is to be placed) the 
greater of 5 percent of the total trans-
action amount or $3,000 (as such 
amount is adjusted by the Consumer 
Financial Opportunity Commission to 
reflect the change in the Consumer 
Price Index); or’’. 
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Subtitle B—Mortgage Choice 
SEC. 1106. DEFINITION OF POINTS AND FEES. 
(a) AMENDMENT TO SECTION 103 OF TILA.—Para-
graph (4) of section 103(aa) of the Truth in Lending Act, 
as redesignated by section 1102, is amended— 
(1) by striking ‘‘paragraph (1)(B)’’ and insert-
ing ‘‘paragraph (1)(A) and section 129C’’; 
(2) in subparagraph (C)— 
(A) by inserting ‘‘and insurance’’ after 
‘‘taxes’’; 
(B) in clause (ii), by inserting ‘‘, except as 
retained by a creditor or its affiliate as a result 
of their participation in an affiliated business 
arrangement (as defined in section 3(7) of the 
Real Estate Settlement Procedures Act of 1974 
(12 U.S.C. 2602(7))’’ after ‘‘compensation’’; 
and 
(C) by striking clause (iii) and inserting 
the following: 
‘‘(iii) the charge is— 
‘‘(I) a bona fide third-party charge 
not retained by the mortgage originator, 
creditor, or an affiliate of the creditor or 
mortgage originator; or 
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‘‘(II) a charge set forth in section 
106(e)(1);’’; and 
(3) in subparagraph (D)— 
(A) by striking ‘‘accident,’’; and 
(B) by striking ‘‘or any payments’’ and in-
serting ‘‘and any payments’’. 
(b) AMENDMENT TO SECTION 129C OF TILA.—Sec-
tion 129C of the Truth in Lending Act (15 U.S.C. 1639c) 
is amended— 
(1) in subsection (a)(5)(C), by striking ‘‘103’’ 
and all that follows through ‘‘or mortgage origi-
nator’’ and inserting‘‘103(aa)(4)’’; and 
(2) in subsection (b)(2)(C)(i), by striking ‘‘103’’ 
and all that follows through ‘‘or mortgage origi-
nator)’’ and inserting‘‘103(aa)(4)’’. 
Subtitle C—Financial Institution 
Customer Protection 
SEC. 1111. REQUIREMENTS FOR DEPOSIT ACCOUNT TERMI-
NATION REQUESTS AND ORDERS. 
(a) TERMINATION REQUESTS OR ORDERS MUST BE 
MATERIAL.— 
(1) IN
GENERAL.—An appropriate Federal 
banking agency may not formally or informally re-
quest or order a depository institution to terminate 
a specific customer account or group of customer ac-
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counts or to otherwise restrict or discourage a de-
pository institution from entering into or maintain-
ing a banking relationship with a specific customer 
or group of customers unless— 
(A) the agency has a material reason for 
such request or order; and 
(B) such reason is not based solely on rep-
utation risk. 
(2) 
TREATMENT
OF
NATIONAL
SECURITY 
THREATS.—If an appropriate Federal banking agen-
cy believes a specific customer or group of customers 
is, or is acting as a conduit for, an entity which— 
(A) poses a threat to national security; 
(B) is involved in terrorist financing; 
(C) is an agency of the government of 
Iran, North Korea, Syria, or any country listed 
from time to time on the State Sponsors of 
Terrorism list; 
(D) is located in, or is subject to the juris-
diction of, any country specified in subpara-
graph (C); or 
(E) does business with any entity described 
in subparagraph (C) or (D), unless the appro-
priate Federal banking agency determines that 
the customer or group of customers has used 
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due diligence to avoid doing business with any 
entity described in subparagraph (C) or (D), 
such belief shall satisfy the requirement under para-
graph (1). 
(b) NOTICE REQUIREMENT.— 
(1) IN GENERAL.—If an appropriate Federal 
banking agency formally or informally requests or 
orders a depository institution to terminate a spe-
cific customer account or a group of customer ac-
counts, the agency shall— 
(A) provide such request or order to the 
institution in writing; and 
(B) accompany such request or order with 
a written justification for why such termination 
is needed, including any specific laws or regula-
tions the agency believes are being violated by 
the customer or group of customers, if any. 
(2) JUSTIFICATION
REQUIREMENT.—A jus-
tification described under paragraph (1)(B) may not 
be based solely on the reputation risk to the deposi-
tory institution. 
(c) CUSTOMER NOTICE.— 
(1) NOTICE
REQUIRED.—Except as provided 
under paragraph (2), if an appropriate Federal 
banking agency orders a depository institution to 
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terminate a specific customer account or a group of 
customer accounts, the depository institution shall 
inform the customer or customers of the justification 
for the customer’s account termination described 
under subsection (b). 
(2) NOTICE
PROHIBITED
IN
CASES
OF
NA-
TIONAL SECURITY.—If an appropriate Federal bank-
ing agency requests or orders a depository institu-
tion to terminate a specific customer account or a 
group of customer accounts based on a belief that 
the customer or customers pose a threat to national 
security, or are otherwise described under subsection 
(a)(2), neither the depository institution nor the ap-
propriate Federal banking agency may inform the 
customer or customers of the justification for the 
customer’s account termination. 
(d) REPORTING REQUIREMENT.—Each appropriate 
Federal banking agency shall issue an annual report to 
the Congress stating— 
(1) the aggregate number of specific customer 
accounts that the agency requested or ordered a de-
pository institution to terminate during the previous 
year; and 
(2) the legal authority on which the agency re-
lied in making such requests and orders and the fre-
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quency on which the agency relied on each such au-
thority. 
(e) DEFINITIONS.—For purposes of this section: 
(1) APPROPRIATE
FEDERAL
BANKING
AGEN-
CY.—The term ‘‘appropriate Federal banking agen-
cy’’ means— 
(A) the appropriate Federal banking agen-
cy, as defined under section 3 of the Federal 
Deposit Insurance Act (12 U.S.C. 1813); and 
(B) the National Credit Union Administra-
tion, in the case of an insured credit union. 
(2) DEPOSITORY INSTITUTION.—The term ‘‘de-
pository institution’’ means— 
(A) a depository institution, as defined 
under section 3 of the Federal Deposit Insur-
ance Act (12 U.S.C. 1813); and 
(B) an insured credit union. 
SEC. 1112. AMENDMENTS TO THE FINANCIAL INSTITUTIONS 
REFORM, RECOVERY, AND ENFORCEMENT 
ACT OF 1989. 
Section 951 of the Financial Institutions Reform, Re-
covery, and Enforcement Act of 1989 (12 U.S.C. 1833a) 
is amended— 
(1) in subsection (c)(2), by striking ‘‘affecting 
a federally insured financial institution’’ and insert-
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ing ‘‘against a federally insured financial institution 
or by a federally insured financial institution against 
an unaffiliated third person’’; and 
(2) in subsection (g)— 
(A) in the header, by striking ‘‘SUB-
POENAS’’ and inserting ‘‘INVESTIGATIONS’’; and 
(B) by amending paragraph (1)(C) to read 
as follows: 
‘‘(C) summon witnesses and require the 
production of any books, papers, correspond-
ence, memoranda, or other records which the 
Attorney General deems relevant or material to 
the inquiry, if the Attorney General— 
‘‘(i) requests a court order from a 
court of competent jurisdiction for such ac-
tions and offers specific and articulable 
facts showing that there are reasonable 
grounds to believe that the information or 
testimony sought is relevant and material 
for conducting an investigation under this 
section; or 
‘‘(ii) either personally or through dele-
gation no lower than the Deputy Attorney 
General, issues and signs a subpoena for 
such actions and such subpoena is sup-
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ported by specific and articulable facts 
showing that there are reasonable grounds 
to believe that the information or testi-
mony sought is relevant for conducting an 
investigation under this section.’’. 
Subtitle D—Portfolio Lending and 
Mortgage Access 
SEC. 1116. SAFE HARBOR FOR CERTAIN LOANS HELD ON 
PORTFOLIO. 
(a) IN GENERAL.—Section 129C of the Truth in 
Lending Act (15 U.S.C. 1639c) is amended by adding at 
the end the following: 
‘‘(j) SAFE HARBOR FOR CERTAIN LOANS HELD ON 
PORTFOLIO.— 
‘‘(1) SAFE HARBOR FOR CREDITORS THAT ARE 
DEPOSITORY INSTITUTIONS.— 
‘‘(A) IN GENERAL.—A creditor that is a 
depository institution shall not be subject to 
suit for failure to comply with subsection (a), 
(c)(1), or (f)(2) of this section or section 129H 
with respect to a residential mortgage loan, and 
the banking regulators shall treat such loan as 
a qualified mortgage, if— 
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‘‘(i) the creditor has, since the origi-
nation of the loan, held the loan on the 
balance sheet of the creditor; and 
‘‘(ii) all prepayment penalties with re-
spect to the loan comply with the limita-
tions described under subsection (c)(3). 
‘‘(B) EXCEPTION
FOR
CERTAIN
TRANS-
FERS.—In the case of a depository institution 
that transfers a loan originated by that institu-
tion to another depository institution by reason 
of the bankruptcy or failure of the originating 
depository institution or the purchase of the 
originating depository institution, the depository 
institution transferring such loan shall be 
deemed to have complied with the requirement 
under subparagraph (A)(i). 
‘‘(2) SAFE HARBOR FOR MORTGAGE ORIGINA-
TORS.—A mortgage originator shall not be subject 
to suit for a violation of section 129B(c)(3)(B) for 
steering a consumer to a residential mortgage loan 
if— 
‘‘(A) the creditor of such loan is a deposi-
tory institution and has informed the mortgage 
originator that the creditor intends to hold the 
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