‘‘(I) the Special Entity will not 
rely on recommendations provided by 
the swap dealer; and 
‘‘(II) the Special Entity will rely 
on advice from an independent rep-
resentative as described in paragraph 
(5); and 
‘‘(ii) the swap dealer discloses to the 
Special Entity that it is not undertaking to 
act in the best interests of the Special En-
tity, as otherwise required by this para-
graph. 
No swap dealer shall be considered to act as an 
advisor to a Special Entity solely by reason of 
providing information to an independent rep-
resentative described in paragraph (5)(D) of a 
Special Entity.’’. 
(b) AMENDMENT
TO
THE
1934 ACT.—Section 
15F(h)(4)(B) of the Securities Exchange Act of 1934 (15 
U.S.C. 78o–10(h)(4)(B)) is amended— 
(1) in subparagraph (B), by adding at the end 
the following: ‘‘The duty of a security-based swap 
dealer to act in the best interests of a Special Entity 
shall not be construed to be a fiduciary standard 
under Federal or State Law.’’; and 
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(2) by adding at the end the following: 
‘‘(D) RULE OF CONSTRUCTION.—A secu-
rity-based swap dealer will not be treated as an 
advisor to a Special Entity if— 
‘‘(i) the Special Entity represents in 
writing that— 
‘‘(I) the Special Entity will not 
rely on recommendations provided by 
the security-based swap dealer; and 
‘‘(II) the Special Entity will rely 
on advice from an independent rep-
resentative as described in paragraph 
(5); and 
‘‘(ii) the security-based swap dealer 
discloses to the Special Entity that it is 
not undertaking to act in the best interests 
of the Special Entity, as otherwise required 
by this paragraph. 
No security-based swap dealer shall be consid-
ered to act as an advisor to a Special Entity 
solely by reason of providing information to an 
independent representative described in para-
graph (5)(D) of a Special Entity.’’. 
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SEC. 6. CLARIFICATION OF THE DEFINITION OF INDE-
PENDENT REPRESENTATIVES. 
(a) AMENDMENT TO THE CEA.—Section 4s(h)(5) of 
the Commodity Exchange Act (7 U.S.C. 6s(h)(5)) is 
amended— 
(1) in subparagraph (A)(ii) by striking ‘‘; and’’ 
and inserting a period; 
(2) in subparagraph (B), by striking ‘‘the Com-
mission’’ and inserting ‘‘The Commission’’; 
(3) by adding at the end the following subpara-
graphs: 
‘‘(C) A representative of a Special Entity 
will be considered to be independent of a swap 
dealer if— 
‘‘(i) the representative is not an asso-
ciated person of the swap dealer within the 
meaning of section 1a(4); and 
‘‘(ii) no more than 10 percent of the 
gross revenues of the representative are de-
rived from the swap dealer. 
‘‘(D) Each of the requirements of this 
paragraph shall be considered to be met if the 
Special Entity represents to the swap dealer 
that it is represented by— 
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‘‘(i) an entity registered as an invest-
ment adviser under the Investment Advis-
ers Act of 1940; 
‘‘(ii) a commodity trading adviser as 
defined in section 1a(12); 
‘‘(iii) a municipal advisor as defined 
in section 15B(e)(4) of the Securities Ex-
change Act of 1934; or 
‘‘(iv) an advisor certified by the Na-
tional Futures Association.’’. 
(b) AMENDMENT
TO
THE
1934 ACT.—Section 
15F(h)(5) of the Securities Exchange Act of 1934 (15 
U.S.C. 78o–10(h)(5)) is amended by adding at the end 
the following subparagraphs: 
‘‘(C) INDEPENDENCE.—A representative of 
a Special Entity will be considered to be inde-
pendent of a security-based swap dealer if— 
‘‘(i) the representative is not an asso-
ciated person of the security-based swap 
dealer within the meaning of section 1a(4) 
of the Commodity Exchange Act; and 
‘‘(ii) no more than 10 percent of the 
gross revenues of the representative are de-
rived from the security-based swap dealer. 
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‘‘(D) RULE OF CONSTRUCTION.—Each of 
the requirements of this paragraph shall be con-
sidered to be met if the Special Entity rep-
resents to the security-based swap dealer that it 
is represented by— 
‘‘(i) an entity registered as an invest-
ment adviser under the Investment Advis-
ers Act of 1940; 
‘‘(ii) a commodity trading adviser as 
defined in section 1a(12) of the Com-
modity Exchange Act; 
‘‘(iii) a municipal advisor as defined 
in section 15B(e)(4); or 
‘‘(iv) an advisor certified by the Fi-
nancial Industry Regulatory Authority.’’. 
SEC. 7. AMENDMENT TO THE DEFINITION OF COMMODITY 
TRADING ADVISOR. 
Section 1a(12)(B)(iii) of the Commodity Exchange 
Act (7 U.S.C. 1a(12)(B)(iii)) is amended by striking ‘‘or 
futures commission merchant’’ and inserting ‘‘, futures 
commission merchant, or swap dealer’’. 
SEC. 8. EFFECTIVE DATE. 
(a) IN GENERAL.—The amendments made by sec-
tions 3 through 7 to the respective provisions of the Com-
modity Exchange Act and the Securities Exchange Act of 
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1934 shall take effect as if included in the sections of the 
Dodd-Frank Wall Street Reform and Consumer Protec-
tion Act that added such respective provisions to such 
Acts. 
(b) ERISA AMENDMENTS.—The amendment made 
by section 2 of this Act shall take effect as if enacted on 
the date of enactment of the Dodd-Frank Wall Street Re-
form and Consumer Protection Act. 
Æ 
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