114TH CONGRESS 
1ST SESSION H. R. 2289 
AN ACT 
To reauthorize the Commodity Futures Trading Commission, 
to better protect futures customers, to provide end-users 
with market certainty, to make basic reforms to ensure 
transparency and accountability at the Commission, to 
help farmers, ranchers, and end-users manage risks, to 
help keep consumer costs low, and for other purposes.
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Commodity End-User 
Relief Act’’. 
SEC. 2. TABLE OF CONTENTS. 
The table of contents of this Act is as follows: 
Sec. 1. Short title. 
Sec. 2. Table of contents. 
TITLE I—CUSTOMER PROTECTIONS 
Sec. 101. Enhanced protections for futures customers. 
Sec. 102. Electronic confirmation of customer funds. 
Sec. 103. Notice and certifications providing additional customer protections. 
Sec. 104. Futures commission merchant compliance. 
Sec. 105. Certainty for futures customers and market participants. 
TITLE II—COMMODITY FUTURES TRADING COMMISSION 
REFORMS 
Sec. 201. Extension of operations. 
Sec. 202. Consideration by the Commodity Futures Trading Commission of the 
costs and benefits of its regulations and orders. 
Sec. 203. Division directors. 
Sec. 204. Office of the Chief Economist. 
Sec. 205. Procedures governing actions taken by Commission staff. 
Sec. 206. Strategic technology plan. 
Sec. 207. Internal risk controls. 
Sec. 208. Subpoena duration and renewal. 
Sec. 209. Applicability of notice and comment requirements of the Administra-
tive Procedure Act to guidance voted on by the Commission. 
Sec. 210. Judicial review of Commission rules. 
Sec. 211. GAO study on use of Commission resources. 
Sec. 212. Disclosure of required data of other registered entities. 
Sec. 213. Report on status of any application of metals exchange to register as 
a foreign board of trade; deadline for action on application. 
TITLE III—END-USER RELIEF 
Sec. 301. Relief for hedgers utilizing centralized risk management practices. 
Sec. 302. Indemnification requirements. 
Sec. 303. Transactions with utility special entities. 
Sec. 304. Utility special entity defined. 
Sec. 305. Utility operations-related swap. 
Sec. 306. End-users not treated as financial entities. 
Sec. 307. Reporting of illiquid swaps so as to not disadvantage certain non-fi-
nancial end-users.
written policies and procedures regarding the main-
tenance of— 
‘‘(A) the residual interest of the member, 
as described in section 1.23 of title 17, Code of 
Federal Regulations, in any customer seg-
regated funds account of the member, as identi-
fied in section 1.20 of such title, and in any for-
eign futures and foreign options customer se-
cured amount funds account of the member, as 
identified in section 30.7 of such title; and 
‘‘(B) the residual interest of the member, 
as described in section 22.2(e)(4) of such title, 
in any cleared swaps customer collateral ac-
count of the member, as identified in section 
22.2 of such title; and 
‘‘(2) establish rules to govern the withdrawal, 
transfer or disbursement by any member of the asso-
ciation, that is a futures commission merchant, of 
the member’s residual interest in customer seg-
regated funds as provided in such section 1.20, in 
foreign futures and foreign options customer secured 
amount funds, identified as provided in such section 
30.7, and from a cleared swaps customer collateral, 
identified as provided in such section 22.2.’’.
SEC. 102. ELECTRONIC CONFIRMATION OF CUSTOMER 
FUNDS. 
Section 17 of the Commodity Exchange Act (7 U.S.C. 
21), as amended by section 101 of this Act, is amended 
by adding at the end the following: 
‘‘(u) A registered futures association shall require 
any member of the association that is a futures commis-
sion merchant to— 
‘‘(1) use an electronic system or systems to re-
port financial and operational information to the as-
sociation or another party designated by the reg-
istered futures association, including information re-
lated to customer segregated funds, foreign futures 
and foreign options customer secured amount funds 
accounts, and cleared swaps customer collateral, in 
accordance with such terms, conditions, documenta-
tion standards, and regular time intervals as are es-
tablished by the registered futures association; 
‘‘(2) instruct each depository, including any 
bank, trust company, derivatives clearing organiza-
tion, or futures commission merchant, holding cus-
tomer segregated funds under section 1.20 of title 
17, Code of Federal Regulations, foreign futures and 
foreign options customer secured amount funds 
under section 30.7 of such title, or cleared swap cus-
tomer funds under section 22.2 of such title, to re-
port balances in the futures commission merchant’s 
section 1.20 customer segregated funds, section 30.7 
foreign futures and foreign options customer secured 
amount funds, and section 22.2 cleared swap cus-
tomer funds, to the registered futures association or 
another party designated by the registered futures 
association, in the form, manner, and interval pre-
scribed by the registered futures association; and 
‘‘(3) hold section 1.20 customer segregated 
funds, section 30.7 foreign futures and foreign op-
tions customer secured amount funds and section 
22.2 cleared swaps customer funds in a depository 
that reports the balances in these accounts of the fu-
tures commission merchant held at the depository to 
the registered futures association or another party 
designated by the registered futures association in 
the form, manner, and interval prescribed by the 
registered futures association.’’. 
SEC. 103. NOTICE AND CERTIFICATIONS PROVIDING ADDI-
TIONAL CUSTOMER PROTECTIONS. 
Section 17 of the Commodity Exchange Act (7 U.S.C. 
21), as amended by sections 101 and 102 of this Act, is 
amended by adding at the end the following: 
‘‘(v) A futures commission merchant that has ad-
justed net capital in an amount less than the amount re-
quired by regulations established by the Commission or 
a self-regulatory organization of which the futures com-
mission merchant is a member shall immediately notify 
the Commission and the self-regulatory organization of 
this occurrence. 
‘‘(w) A futures commission merchant that does not 
hold a sufficient amount of funds in segregated accounts 
for futures customers under section 1.20 of title 17, Code 
of Federal Regulations, in foreign futures and foreign op-
tions secured amount accounts for foreign futures and for-
eign options secured amount customers under section 30.7 
of such title, or in segregated accounts for cleared swap 
customers under section 22.2 of such title, as required by 
regulations established by the Commission or a self-regu-
latory organization of which the futures commission mer-
chant is a member, shall immediately notify the Commis-
sion and the self-regulatory organization of this occur-
rence. 
‘‘(x) Within such time period established by the Com-
mission after the end of each fiscal year, a futures com-
mission merchant shall file with the Commission a report 
from the chief compliance officer of the futures commis-
sion merchant containing an assessment of the internal 
compliance programs of the futures commission mer-
chant.’’.
SEC. 104. FUTURES COMMISSION MERCHANT COMPLIANCE. 
(a) IN GENERAL.—Section 4d(a) of the Commodity 
Exchange Act (7 U.S.C. 6d(a)) is amended— 
(1) by redesignating paragraphs (1) and (2) as 
subparagraphs (A) and (B); 
(2) by inserting ‘‘(1)’’ before ‘‘It shall be unlaw-
ful’’; and 
(3) by adding at the end the following new 
paragraph: 
‘‘(2) Any rules or regulations requiring a fu-
tures commission merchant to maintain a residual 
interest in accounts held for the benefit of customers 
in amounts at least sufficient to exceed the sum of 
all uncollected margin deficits of such customers 
shall provide that a futures commission merchant 
shall meet its residual interest requirement as of the 
end of each business day calculated as of the close 
of business on the previous business day.’’. 
(b) CONFORMING AMENDMENT.—Section 4d(h) of 
such Act (7 U.S.C. 6d(h)) is amended by striking ‘‘Not-
withstanding subsection (a)(2)’’ and inserting ‘‘Notwith-
standing subsection (a)(1)(B)’’. 
SEC. 105. CERTAINTY FOR FUTURES CUSTOMERS AND MAR-
KET PARTICIPANTS. 
Section 20(a) of the Commodity Exchange Act (7 
U.S.C. 24(a)) is amended—
(1) by striking ‘‘and’’ at the end of paragraph 
(4); 
(2) by striking the period at the end of para-
graph (5) and inserting ‘‘; and’’; and 
(3) by adding at the end the following: 
‘‘(6) that cash, securities, or other property of 
the estate of a commodity broker, including the 
trading or operating accounts of the commodity 
broker and commodities held in inventory by the 
commodity broker, shall be included in customer 
property, subject to any otherwise unavoidable secu-
rity interest, or otherwise unavoidable contractual 
offset or netting rights of creditors (including rights 
set forth in a rule or bylaw of a derivatives clearing 
organization or a clearing agency) in respect of such 
property, but only to the extent that the property 
that is otherwise customer property is insufficient to 
satisfy the net equity claims of public customers (as 
such term may be defined by the Commission by 
rule or regulation) of the commodity broker.’’.
‘‘(2) CONSIDERATIONS.—In making a reasoned 
determination of the costs and the benefits, the 
Commission shall evaluate— 
‘‘(A) considerations of protection of market 
participants and the public; 
‘‘(B) considerations of the efficiency, com-
petitiveness, and financial integrity of futures 
and swaps markets; 
‘‘(C) considerations of the impact on mar-
ket liquidity in the futures and swaps markets; 
‘‘(D) considerations of price discovery; 
‘‘(E) considerations of sound risk manage-
ment practices; 
‘‘(F) available alternatives to direct regula-
tion; 
‘‘(G) the degree and nature of the risks 
posed by various activities within the scope of 
its jurisdiction; 
‘‘(H) the costs of complying with the pro-
posed regulation or order by all regulated enti-
ties, including a methodology for quantifying 
the costs (recognizing that some costs are dif-
ficult to quantify);
‘‘(I) whether the proposed regulation or 
order is inconsistent, incompatible, or duplica-
tive of other Federal regulations or orders; 
‘‘(J) the cost to the Commission of imple-
menting the proposed regulation or order by the 
Commission staff, including a methodology for 
quantifying the costs; 
‘‘(K) whether, in choosing among alter-
native regulatory approaches, those approaches 
maximize net benefits (including potential eco-
nomic and other benefits, distributive impacts, 
and equity); and 
‘‘(L) other public interest considerations.’’; 
and 
(2) by adding at the end the following: 
‘‘(4) JUDICIAL REVIEW.—Notwithstanding sec-
tion 24(d), a court shall affirm a Commission as-
sessment of costs and benefits under this subsection, 
unless the court finds the assessment to be an abuse 
of discretion.’’. 
SEC. 203. DIVISION DIRECTORS. 
Section 2(a)(6)(C) of the Commodity Exchange Act 
(7 U.S.C. 2(a)(6)(C)) is amended by inserting ‘‘, and the 
heads of the units shall serve at the pleasure of the Com-
mission’’ before the period.
SEC. 204. OFFICE OF THE CHIEF ECONOMIST. 
(a) IN GENERAL.—Section 2(a) of the Commodity 
Exchange Act (7 U.S.C. 2(a)) is amended by adding at 
the end the following: 
‘‘(16) OFFICE OF THE CHIEF ECONOMIST.— 
‘‘(A) ESTABLISHMENT.—There is estab-
lished in the Commission the Office of the Chief 
Economist. 
‘‘(B) HEAD.—The Office of the Chief 
Economist shall be headed by the Chief Econo-
mist, who shall be appointed by the Commission 
and serve at the pleasure of the Commission. 
‘‘(C) FUNCTIONS.—The Chief Economist 
shall report directly to the Commission and per-
form such functions and duties as the Commis-
sion may prescribe. 
‘‘(D) PROFESSIONAL
STAFF.—The Com-
mission shall appoint such other economists as 
may be necessary to assist the Chief Economist 
in performing such economic analysis, regu-
latory cost-benefit analysis, or research any 
member of the Commission may request.’’. 
(b) CONFORMING AMENDMENT.—Section 2(a)(6)(A) 
of such Act (7 U.S.C. 2(a)(6)(A)) is amended by striking 
‘‘(4) and (5) of this subsection’’ and inserting ‘‘(4), (5), 
and (16)’’.
(c) SENSE OF THE CONGRESS.—It is the sense of the 
Congress that the Commodity Futures Trading Commis-
sion should take all appropriate actions to encourage ap-
plications for positions in the Office of the Chief Econo-
mist from members of minority groups, women, disabled 
persons, and veterans. 
SEC. 205. PROCEDURES GOVERNING ACTIONS TAKEN BY 
COMMISSION STAFF. 
Section 2(a)(12) of the Commodity Exchange Act (7 
U.S.C. 2(a)(12)) is amended— 
(1) by striking ‘‘(12) The’’ and inserting the 
following: 
‘‘(12) RULES AND REGULATIONS.— 
‘‘(A) IN GENERAL.—Subject to the other 
provisions of this paragraph, the’’; and 
(2) by adding after and below the end the fol-
lowing new subparagraph: 
‘‘(B) NOTICE
TO
COMMISSIONERS.—The 
Commission shall develop and publish internal 
procedures governing the issuance by any divi-
sion or office of the Commission of any re-
sponse to a formal, written request or petition 
from any member of the public for an exemp-
tive, a no-action, or an interpretive letter and 
such procedures shall provide that the commis-
sioners be provided with the final version of the 
matter to be issued with sufficient notice to re-
view the matter prior to its issuance.’’. 
SEC. 206. STRATEGIC TECHNOLOGY PLAN. 
Section 2(a) of the Commodity Exchange Act (7 
U.S.C. 2(a)), as amended by section 204(a) of this Act, 
is amended by adding at the end the following: 
‘‘(17) STRATEGIC TECHNOLOGY PLAN.— 
‘‘(A) IN
GENERAL.—Every 5 years, the 
Commission shall develop and submit to the 
Committee on Agriculture of the House of Rep-
resentatives and the Committee on Agriculture, 
Nutrition, and Forestry of the Senate a detailed 
plan focused on the acquisition and use of tech-
nology by the Commission. 
‘‘(B) CONTENTS.—The plan shall— 
‘‘(i) include for each related division 
or office a detailed technology strategy fo-
cused on market surveillance and risk de-
tection, market data collection, aggrega-
tion, interpretation, standardization, har-
monization, 
normalization, 
validation, 
streamlining or other data analytic proc-
esses, and internal management and pro-
tection of data collected by the Commis-
sion, including a detailed accounting of 
how the funds provided for technology will 
be used and the priorities that will apply in 
the use of the funds; 
‘‘(ii) set forth annual goals to be ac-
complished and annual budgets needed to 
accomplish the goals; and 
‘‘(iii) include a summary of any plan 
of action and milestones to address any 
known information security vulnerability, 
as identified pursuant to a widely accepted 
industry or Government standard, includ-
ing— 
‘‘(I) specific information about 
the industry or Government standard 
used to identify the known informa-
tion security vulnerability; 
‘‘(II) a detailed time line with 
specific deadlines for addressing the 
known information security vulner-
ability; and 
‘‘(III) an update of any such 
time line and the rationale for any de-
viation from the time line.’’.
SEC. 207. INTERNAL RISK CONTROLS. 
Section 2(a)(12) of the Commodity Exchange Act (7 
U.S.C. 2(a)(12)), as amended by section 205 of this Act, 
is amended by adding at the end the following: 
‘‘(C) INTERNAL
RISK
CONTROLS.—The 
Commission, in consultation with the Chief 
Economist, shall develop comprehensive internal 
risk control mechanisms to safeguard and gov-
ern the storage of all market data by the Com-
mission, all market data sharing agreements of 
the Commission, and all academic research per-
formed at the Commission using market data.’’. 
SEC. 208. SUBPOENA DURATION AND RENEWAL. 
Section 6(c)(5) of the Commodity Exchange Act (7 
U.S.C. 9(5)) is amended— 
(1) by striking ‘‘(5) SUBPOENA.—For’’ and in-
serting the following: 
‘‘(5) SUBPOENA.— 
‘‘(A) IN GENERAL.—For’’; and 
(2) by adding after and below the end the fol-
lowing: 
‘‘(B) OMNIBUS
ORDERS
OF
INVESTIGA-
TION.— 
‘‘(i) DURATION
AND
RENEWAL.—An 
omnibus order of investigation shall not be
for an indefinite duration and may be re-
newed only by Commission action. 
‘‘(ii) DEFINITION.—In clause (i), the 
term ‘omnibus order of investigation’ 
means an order of the Commission author-
izing 1 of more members of the Commis-
sion or its staff to issue subpoenas under 
subparagraph (A) to multiple persons in 
relation to a particular subject matter 
area.’’. 
SEC. 209. APPLICABILITY OF NOTICE AND COMMENT RE-
QUIREMENTS OF THE ADMINISTRATIVE PRO-
CEDURE ACT TO GUIDANCE VOTED ON BY 
THE COMMISSION. 
Section 2(a)(12) of the Commodity Exchange Act (7 
U.S.C. 2(a)(12)), as amended by sections 205 and 207 
of this Act, is amended by adding at the end the following: 
‘‘(D) APPLICABILITY OF NOTICE AND COM-
MENT RULES TO GUIDANCE VOTED ON BY THE 
COMMISSION.—The notice and comment re-
quirements of section 553 of title 5, United 
States Code, shall also apply with respect to 
any Commission statement or guidance, includ-
ing interpretive rules, general statements of pol-
icy, or rules of Commission organization, proce-
dure, or practice, that has the effect of imple-
menting, interpreting or prescribing law or pol-
icy and that is voted on by the Commission.’’. 
SEC. 210. JUDICIAL REVIEW OF COMMISSION RULES. 
The Commodity Exchange Act (7 U.S.C. 1 et seq.) 
is amended by adding at the end the following: 
‘‘SEC. 24. JUDICIAL REVIEW OF COMMISSION RULES. 
‘‘(a) A person adversely affected by a rule of the 
Commission promulgated under this Act may obtain re-
view of the rule in the United States Court of Appeals 
for the District of Columbia Circuit or the United States 
Court of Appeals for the circuit where the party resides 
or has the principal place of business, by filing in the 
court, within 60 days after publication in the Federal Reg-
ister of the entry of the rule, a written petition requesting 
that the rule be set aside. 
‘‘(b) A copy of the petition shall be transmitted forth-
with by the clerk of the court to an officer designated by 
the Commission for that purpose. Thereupon the Commis-
sion shall file in the court the record on which the rule 
complained of is entered, as provided in section 2112 of 
title 28, United States Code, and the Federal Rules of 
Appellate Procedure. 
‘‘(c) On the filing of the petition, the court has juris-
diction, which becomes exclusive on the filing of the
record, to affirm and enforce or to set aside the rule in 
whole or in part. 
‘‘(d) The court shall affirm and enforce the rule un-
less the Commission’s action in promulgating the rule is 
found to be arbitrary, capricious, an abuse of discretion, 
or otherwise not in accordance with law; contrary to con-
stitutional right, power, privilege, or immunity; in excess 
of statutory jurisdiction, authority, or limitations, or short 
of statutory right; or without observance of procedure re-
quired by law.’’. 
SEC. 211. GAO STUDY ON USE OF COMMISSION RESOURCES. 
(a) STUDY.—The Comptroller General of the United 
States shall conduct a study of the resources of the Com-
modity Futures Trading Commission that— 
(1) assesses whether the resources of the Com-
mission are sufficient to enable the Commission to 
effectively carry out the duties of the Commission; 
(2) examines the expenditures of the Commis-
sion on hardware, software, and analytical processes 
designed to protect customers in the areas of— 
(A) market surveillance and risk detection; 
and 
(B) market data collection, aggregation, 
interpretation, standardization, harmonization, 
and streamlining;
(3) analyzes the additional workload undertaken 
by the Commission, and ascertains where self-regu-
latory organizations could be more effectively uti-
lized; and 
(4) examines existing and emerging post-trade 
risk reduction services in the swaps market, the no-
tional amount of risk reduction transactions pro-
vided by the services, and the effects the services 
have on financial stability, including— 
(A) market surveillance and risk detection; 
(B) market data collection, aggregation, 
interpretation, standardization, harmonization, 
and streamlining; and 
(C) oversight and compliance work by mar-
ket participants and regulators. 
(b) REPORT.—Not later than 180 days after the date 
of the enactment of this Act, the Comptroller General of 
the United States shall submit to the Committee on Agri-
culture of the House of Representatives and the Com-
mittee on Agriculture, Nutrition, and Forestry of the Sen-
ate a report that contains the results of the study required 
by subsection (a).
SEC. 212. DISCLOSURE OF REQUIRED DATA OF OTHER REG-
ISTERED ENTITIES. 
Section 8 of the Commodity Exchange Act (7 U.S.C. 
12) is amended by adding at the end the following: 
‘‘(j) DISCLOSURE OF REQUIRED DATA OF OTHER 
REGISTERED ENTITIES.— 
‘‘(1) Except as provided in this subsection, the 
Commission may not be compelled to disclose any 
proprietary information provided to the Commission, 
except that nothing in this subsection— 
‘‘(A) authorizes the Commission to with-
hold information from Congress; or 
‘‘(B) prevents the Commission from— 
‘‘(i) complying with a request for in-
formation from any other Federal depart-
ment or agency, any State or political sub-
division thereof, or any foreign government 
or any department, agency, or political 
subdivision thereof requesting the report or 
information for purposes within the scope 
of its jurisdiction, upon an agreement of 
confidentiality to protect the information 
in a manner consistent with this paragraph 
and subsection (e); or 
‘‘(ii) making a disclosure made pursu-
ant to a court order in connection with an
administrative 
or 
judicial 
proceeding 
brought under this Act, in any receivership 
proceeding involving a receiver appointed 
in a judicial proceeding brought under this 
Act, or in any bankruptcy proceeding in 
which the Commission has intervened or in 
which the Commission has the right to ap-
pear and be heard under title 11 of the 
United States Code. 
‘‘(2) Any proprietary information of a com-
modity trading advisor or commodity pool operator 
ascertained by the Commission in connection with 
Form CPO-PQR, Form CTA-PR, and any successor 
forms thereto, shall be subject to the same limita-
tions on public disclosure, as any facts ascertained 
during an investigation, as provided by subsection 
(a); provided, however, that the Commission shall 
not be precluded from publishing aggregate informa-
tion compiled from such forms, to the extent such 
aggregate information does not identify any indi-
vidual person or firm, or such person’s proprietary 
information. 
‘‘(3) For purposes of section 552 of title 5, 
United States Code, this subsection, and the infor-
mation contemplated herein, shall be considered a
statute described in subsection (b)(3)(B) of such 
section 552. 
‘‘(4) For purposes of the definition of propri-
etary information in paragraph (5), the records and 
reports of any client account or commodity pool to 
which a commodity trading advisor or commodity 
pool operator registered under this title provides 
services that are filed with the Commission on Form 
CPO-PQR, CTA-PR, and any successor forms there-
to, shall be deemed to be the records and reports of 
the commodity trading advisor or commodity pool 
operator, respectively. 
‘‘(5) For purposes of this section, proprietary 
information of a commodity trading advisor or com-
modity pool operator includes sensitive, non-public 
information regarding— 
‘‘(A) the commodity trading advisor, com-
modity pool operator or the trading strategies 
of the commodity trading advisor or commodity 
pool operator; 
‘‘(B) analytical or research methodologies 
of a commodity trading advisor or commodity 
pool operator; 
‘‘(C) trading data of a commodity trading 
advisor or commodity pool operator; and
‘‘(D) computer hardware or software con-
taining intellectual property of a commodity 
trading advisor or commodity pool operator;’’. 
SEC. 213. REPORT ON STATUS OF ANY APPLICATION OF 
METALS EXCHANGE TO REGISTER AS A FOR-
EIGN BOARD OF TRADE; DEADLINE FOR AC-
TION ON APPLICATION. 
(a) REPORT TO CONGRESS.—Within 90 days after 
the date of the enactment of this section, the Commodity 
Futures Trading Commission shall submit to the Congress 
a written report on— 
(1) the status of the review by the Commission 
of any application submitted by a metals exchange 
to register with the Commission under section 
4(b)(1) of the Commodity Exchange Act; 
(2) the status of Commission negotiations with 
foreign regulators regarding aluminum warehousing; 
and 
(3) the status of consultations with all United 
States market participants including major pro-
ducers and consumers. 
(b) DEADLINE FOR ACTION.—Not later than Sep-
tember 30, 2016, the Commission shall take action on any 
such application submitted to the Commission on or before 
August 14, 2012.
TITLE III—END-USER RELIEF 
SEC. 301. RELIEF FOR HEDGERS UTILIZING CENTRALIZED 
RISK MANAGEMENT PRACTICES. 
(a) IN GENERAL.— 
(1) 
COMMODITY
EXCHANGE
ACT
AMEND-
MENT.—Section 2(h)(7)(D)(i) of the Commodity Ex-
change Act (7 U.S.C. 2(h)(7)(D)(i)) is amended to 
read as follows: 
‘‘(i) IN GENERAL.—An affiliate of a 
person that qualifies for an exception 
under subparagraph (A) (including an af-
filiate entity predominantly engaged in 
providing financing for the purchase of the 
merchandise or manufactured goods of the 
person) may qualify for the exception only 
if the affiliate enters into the swap to 
hedge or mitigate the commercial risk of 
the person or other affiliate of the person 
that is not a financial entity, provided that 
if the hedge or mitigation of such commer-
cial risk is addressed by entering into a 
swap with a swap dealer or major swap 
participant, an appropriate credit support 
measure or other mechanism must be uti-
lized.’’.
(2) SECURITIES
EXCHANGE
ACT
OF
1934 
AMENDMENT.—Section 3C(g)(4)(A) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78c–3(g)(4)(A)) 
is amended to read as follows: 
‘‘(A) IN GENERAL.—An affiliate of a per-
son that qualifies for an exception under para-
graph (1) (including affiliate entities predomi-
nantly engaged in providing financing for the 
purchase of the merchandise or manufactured 
goods of the person) may qualify for the excep-
tion only if the affiliate enters into the security- 
based swap to hedge or mitigate the commercial 
risk of the person or other affiliate of the per-
son that is not a financial entity, provided that 
if the hedge or mitigation of such commercial 
risk is addressed by entering into a security- 
based swap with a security-based swap dealer 
or major security-based swap participant, an 
appropriate credit support measure or other 
mechanism must be utilized.’’. 
(b) APPLICABILITY OF CREDIT SUPPORT MEASURE 
REQUIREMENT.—The 
requirements 
in 
section 
2(h)(7)(D)(i) of the Commodity Exchange Act and section 
3C(g)(4)(A) of the Securities Exchange Act of 1934, as 
amended by subsection (a), requiring that a credit support
measure or other mechanism be utilized if the transfer of 
commercial risk referred to in such sections is addressed 
by entering into a swap with a swap dealer or major swap 
participant or a security-based swap with a security-based 
swap dealer or major security-based swap participant, as 
appropriate, shall not apply with respect to swaps or secu-
rity-based swaps, as appropriate, entered into before the 
date of the enactment of this Act. 
SEC. 302. INDEMNIFICATION REQUIREMENTS. 
(a) DERIVATIVES CLEARING ORGANIZATIONS.—Sec-
tion 5b(k)(5) of the Commodity Exchange Act (7 U.S.C. 
7a–1(k)(5)) is amended to read as follows: 
‘‘(5) CONFIDENTIALITY
AGREEMENT.—Before 
the Commission may share information with any en-
tity described in paragraph (4), the Commission 
shall receive a written agreement from each entity 
stating that the entity shall abide by the confiden-
tiality requirements described in section 8 relating to 
the information on swap transactions that is pro-
vided.’’. 
(b) SWAP DATA REPOSITORIES.—Section 21 of such 
Act (7 U.S.C. 24a) is amended— 
(1) in subsection (c)(7)—
(A) in the matter preceding subparagraph 
(A), by striking ‘‘all’’ and inserting ‘‘swap’’; 
and 
(B) in subparagraph (E)— 
(i) in clause (ii), by striking ‘‘and’’ at 
the end; and 
(ii) by adding at the end the fol-
lowing: 
‘‘(iv) other foreign authorities; and’’; 
and 
(2) by striking subsection (d) and inserting the 
following: 
‘‘(d) CONFIDENTIALITY AGREEMENT.—Before the 
swap data repository may share information with any enti-
ty described in subsection (c)(7), the swap data repository 
shall receive a written agreement from each entity stating 
that the entity shall abide by the confidentiality require-
ments described in section 8 relating to the information 
on swap transactions that is provided.’’. 
(c) SECURITY-BASED SWAP DATA REPOSITORIES.— 
Section 13(n)(5) of the Securities Exchange Act of 1934 
25 (15 U.S.C. 78m(n)(5)) is amended— 
(1) in subparagraph (G)—
(A) in the matter preceding clause (i), by 
striking ‘‘all’’ and inserting ‘‘security-based 
swap’’; and 
(B) in subclause (v)— 
(i) in subclause (II), by striking ‘‘; 
and’’ and inserting a semicolon; 
(ii) in subclause (III), by striking the 
period at the end and inserting ‘‘; and’’; 
and 
(iii) by adding at the end the fol-
lowing: 
‘‘(IV) other foreign authorities.’’; 
and 
(2) by striking subparagraph (H) and inserting 
the following: 
‘‘(H) CONFIDENTIALITY
AGREEMENT.— 
Before the security-based swap data repository 
may share information with any entity de-
scribed in subparagraph (G), the security-based 
swap data repository shall receive a written 
agreement from each entity stating that the en-
tity shall abide by the confidentiality require-
ments described in section 24 relating to the in-
formation on security-based swap transactions 
that is provided.’’.
(d) EFFECTIVE DATE.—The amendments made by 
this section shall take effect as if enacted on July 21, 
2010. 
SEC. 303. TRANSACTIONS WITH UTILITY SPECIAL ENTITIES. 
Section 1a(49) of the Commodity Exchange Act (7 
U.S.C. 1a(49)) is amended by adding at the end the fol-
lowing: 
‘‘(E) CERTAIN
TRANSACTIONS
WITH
A 
UTILITY SPECIAL ENTITY.— 
‘‘(i) Transactions in utility operations- 
related swaps shall be reported pursuant to 
section 4r. 
‘‘(ii) In making a determination to ex-
empt pursuant to subparagraph (D), the 
Commission shall treat a utility operations- 
related swap entered into with a utility 
special entity, as defined in section 
4s(h)(2)(D), as if it were entered into with 
an entity that is not a special entity, as de-
fined in section 4s(h)(2)(C).’’. 
SEC. 304. UTILITY SPECIAL ENTITY DEFINED. 
Section 4s(h)(2) of the Commodity Exchange Act (7 
U.S.C. 6s(h)(2)) is amended by adding at the end the fol-
lowing:
‘‘(D) UTILITY SPECIAL ENTITY.—For pur-
poses of this Act, the term ‘utility special enti-
ty’ means a special entity, or any instrumen-
tality, department, or corporation of or estab-
lished by a State or political subdivision of a 
State, that— 
‘‘(i) owns or operates, or anticipates 
owning or operating, an electric or natural 
gas facility or an electric or natural gas 
operation; 
‘‘(ii) supplies, or anticipates sup-
plying, natural gas and or electric energy 
to another utility special entity; 
‘‘(iii) has, or anticipates having, pub-
lic service obligations under Federal, State, 
or local law or regulation to deliver electric 
energy or natural gas service to customers; 
or 
‘‘(iv) is a Federal power marketing 
agency, as defined in section 3 of the Fed-
eral Power Act.’’. 
SEC. 305. UTILITY OPERATIONS-RELATED SWAP. 
(a) 
SWAP
FURTHER
DEFINED.—Section 
1a(47)(A)(iii) of the Commodity Exchange Act (7 U.S.C. 
1a(47)(A)(iii)) is amended—
(1) by striking ‘‘and’’ at the end of subclause 
(XXI); 
(2) by adding ‘‘and’’ at the end of subclause 
(XXII); and 
(3) by adding at the end the following: 
‘‘(XXIII) a utility operations-re-
lated swap;’’. 
(b) UTILITY
OPERATIONS-RELATED
SWAP
DE-
FINED.—Section 1a of such Act (7 U.S.C. 1a) is amended 
by adding at the end the following: 
‘‘(52) UTILITY OPERATIONS-RELATED SWAP.— 
The term ‘utility operations-related swap’ means a 
swap that— 
‘‘(A) is entered into by a utility to hedge 
or mitigate a commercial risk; 
‘‘(B) is not a contract, agreement, or 
transaction based on, derived on, or ref-
erencing— 
‘‘(i) an interest rate, credit, equity, or 
currency asset class; 
‘‘(ii) except as used for fuel for elec-
tric energy generation, a metal, agricul-
tural commodity, or crude oil or gasoline 
commodity of any grade; or
‘‘(iii) any other commodity or category 
of commodities identified for this purpose 
in a rule or order adopted by the Commis-
sion in consultation with the appropriate 
Federal and State regulatory commissions; 
and 
‘‘(C) is associated with— 
‘‘(i) the generation, production, pur-
chase, or sale of natural gas or electric en-
ergy, the supply of natural gas or electric 
energy to a utility, or the delivery of nat-
ural gas or electric energy service to utility 
customers; 
‘‘(ii) fuel supply for the facilities or 
operations of a utility; 
‘‘(iii) compliance with an electric sys-
tem reliability obligation; 
‘‘(iv) compliance with an energy, en-
ergy efficiency, conservation, or renewable 
energy or environmental statute, regula-
tion, or government order applicable to a 
utility; or 
‘‘(v) any other electric energy or nat-
ural gas swap to which a utility is a 
party.’’.
SEC. 306. END-USERS NOT TREATED AS FINANCIAL ENTI-
TIES. 
(a) IN GENERAL.—Section 2(h)(7)(C)(iii) of the 
Commodity Exchange Act (7 U.S.C. 2(h)(7)(C)(iii)) is 
amended to read as follows: 
‘‘(iii) LIMITATION.—Such definition 
shall not include an entity— 
‘‘(I) whose primary business is 
providing financing, and who uses de-
rivatives for the purpose of hedging 
underlying commercial risks related to 
interest rate and foreign currency ex-
posures, 90 percent or more of which 
arise from financing that facilitates 
the purchase or lease of products, 90 
percent or more of which are manu-
factured by the parent company or 
another subsidiary of the parent com-
pany; or 
‘‘(II) who is not supervised by a 
prudential regulator, and is not de-
scribed in any of subclauses (I) 
through (VII) of clause (i), and— 
‘‘(aa) is a commercial mar-
ket participant; or
‘‘(bb) enters into swaps, 
contracts for future delivery, and 
other derivatives on behalf of, or 
to hedge or mitigate the commer-
cial risk of, whether directly or in 
the aggregate, affiliates that are 
not so supervised or described.’’. 
(b) 
COMMERCIAL
MARKET
PARTICIPANT
DE-
FINED.— 
(1) IN GENERAL.—Section 1a of such Act (7 
U.S.C. 1a), as amended by section 305(b) of this 
Act, is amended by redesignating paragraphs (7) 
through (52) as paragraphs (8) through (53), re-
spectively, and by inserting after paragraph (6) the 
following: 
‘‘(7) COMMERCIAL MARKET PARTICIPANT.—The 
term ‘commercial market participant’ means any 
producer, processor, merchant, or commercial user 
of an exempt or agricultural commodity, or the prod-
ucts or byproducts of such a commodity.’’. 
(2) CONFORMING AMENDMENTS.— 
(A) Section 1a of such Act (7 U.S.C. 1a) 
is amended— 
(i) in subparagraph (A) of paragraph 
(18) (as so redesignated by paragraph (1)
of this subsection), in the matter preceding 
clause (i), by striking ‘‘(18)(A)’’ and in-
serting ‘‘(19)(A)’’; and 
(ii) in subparagraph (A)(vii) of para-
graph (19) (as so redesignated by para-
graph (1) of this subsection), in the matter 
following subclause (III), by striking 
‘‘(17)(A)’’ and inserting ‘‘(18)(A)’’. 
(B) Section 4(c)(1)(A)(i)(I) of such Act (7 
U.S.C. 6(c)(1)(A)(i)(I)) is amended by striking 
‘‘(7), paragraph (18)(A)(vii)(III), paragraphs 
(23), (24), (31), (32), (38), (39), (41), (42), 
(46), (47), (48), and (49)’’ and inserting ‘‘(8), 
paragraph (19)(A)(vii)(III), paragraphs (24), 
(25), (32), (33), (39), (40), (42), (43), (47), 
(48), (49), and (50)’’. 
(C) Section 4q(a)(1) of such Act (7 U.S.C. 
6o–1(a)(1)) is amended by striking ‘‘1a(9)’’ and 
inserting ‘‘1a(10)’’. 
(D) Section 4s(f)(1)(D) of such Act (7 
U.S.C. 6s(f)(1)(D)) is amended by striking 
‘‘1a(47)(A)(v)’’ and inserting ‘‘1a(48)(A)(v)’’. 
(E) Section 4s(h)(5)(A)(i) of such Act (7 
U.S.C. 6s(h)(5)(A)(i)) is amended by striking 
‘‘1a(18)’’ and inserting ‘‘1a(19)’’.
(F) Section 4t(b)(1)(C) of such Act (7 
U.S.C. 6t(b)(1)(C)) is amended by striking 
‘‘1a(47)(A)(v)’’ and inserting ‘‘1a(48)(A)(v)’’. 
(G) Section 5(d)(23) of such Act (7 U.S.C. 
7(d)(23)) 
is 
amended 
by 
striking 
‘‘1a(47)(A)(v)’’ and inserting ‘‘1a(48)(A)(v)’’. 
(H) Section 5(e)(1) of such Act (7 U.S.C. 
7(e)(1)) is amended by striking ‘‘1a(9)’’ and in-
serting ‘‘1a(10)’’. 
(I) Section 5b(k)(3)(A) of such Act (7 
U.S.C. 7a–1(k)(3)(A)) is amended by striking 
‘‘1a(47)(A)(v)’’ and inserting ‘‘1a(48)(A)(v)’’. 
(J) Section 5h(f)(10)(A)(iii) of such Act (7 
U.S.C. 7b–3(f)(10)(A)(iii)) is amended by strik-
ing 
‘‘1a(47)(A)(v)’’ 
and 
inserting 
‘‘1a(48)(A)(v)’’. 
(K) Section 21(f)(4)(C) of such Act (7 
U.S.C. 24a(f)(4)(C)) is amended by striking 
‘‘1a(48)’’ and inserting ‘‘1a(49)’’. 
SEC. 307. REPORTING OF ILLIQUID SWAPS SO AS TO NOT 
DISADVANTAGE 
CERTAIN 
NON-FINANCIAL 
END-USERS. 
Section 2(a)(13) of the Commodity Exchange Act (7 
U.S.C. 2(a)(13)) is amended—
(1) in subparagraph (C), by striking ‘‘The 
Commission’’ and inserting ‘‘Except as provided in 
subparagraph (D), the Commission’’; and 
(2) 
by 
redesignating 
subparagraphs 
(D) 
through (G) as subparagraphs (E) through (H), re-
spectively, and inserting after subparagraph (C) the 
following: 
‘‘(D) REQUIREMENTS
FOR
SWAP
TRANS-
ACTIONS
IN
ILLIQUID
MARKETS.—Notwith-
standing subparagraph (C): 
‘‘(i) The Commission shall provide by 
rule for the public reporting of swap trans-
actions, including price and volume data, 
in illiquid markets that are not cleared and 
entered into by a non-financial entity that 
is hedging or mitigating commercial risk in 
accordance with subsection (h)(7)(A). 
‘‘(ii) The Commission shall ensure 
that the swap transaction information re-
ferred to in clause (i) of this subparagraph 
is available to the public no sooner than 30 
days after the swap transaction has been 
executed or at such later date as the Com-
mission determines appropriate to protect 
the identity of participants and positions in
illiquid markets and to prevent the elimi-
nation or reduction of market liquidity. 
‘‘(iii) In this subparagraph, the term 
‘illiquid markets’ means any market in 
which the volume and frequency of trading 
in swaps is at such a level as to allow iden-
tification of individual market partici-
pants.’’. 
SEC. 308. RELIEF FOR GRAIN ELEVATOR OPERATORS, 
FARMERS, 
AGRICULTURAL 
COUNTERPAR-
TIES, AND COMMERCIAL MARKET PARTICI-
PANTS. 
The Commodity Exchange Act (7 U.S.C. 1 et seq.) 
is amended by inserting after section 4t the following: 
‘‘SEC. 4u. RECORDKEEPING REQUIREMENTS APPLICABLE 
TO NON-REGISTERED MEMBERS OF CERTAIN 
REGISTERED ENTITIES. 
‘‘Except as provided in section 4(a)(3), a member of 
a designated contract market or a swap execution facility 
that is not registered with the Commission and not re-
quired to be registered with the Commission in any capac-
ity shall satisfy the recordkeeping requirements of this Act 
and any recordkeeping rule, order, or regulation under 
this Act by maintaining a written record of each trans-
action in a contract for future delivery, option on a future,
swap, swaption, trade option, or related cash or forward 
transaction. The written record shall be sufficient if it in-
cludes the final agreement between the parties and the 
material economic terms of the transaction.’’. 
SEC. 309. RELIEF FOR END-USERS WHO USE PHYSICAL 
CONTRACTS 
WITH 
VOLUMETRIC 
OPTIONALITY. 
Section 1a(48)(B)(ii) of the Commodity Exchange 
Act (7 U.S.C. 1a(47)(B)(ii)), as so redesignated by section 
306(b)(1) of this Act, is amended to read as follows: 
‘‘(ii) any purchase or sale of a non-
financial commodity or security for de-
ferred shipment or delivery, so long as the 
transaction is intended to be physically set-
tled, including any stand-alone or embed-
ded option for which exercise results in a 
physical delivery obligation;’’. 
SEC. 310. COMMISSION VOTE REQUIRED BEFORE AUTO-
MATIC CHANGE OF SWAP DEALER DE MINI-
MIS LEVEL. 
Section 1a(50)(D) of the Commodity Exchange Act 
(7 U.S.C. 1a(49)(D)), as so redesignated by section 
306(b)(1) of this Act, is amended— 
(1) by striking all that precedes ‘‘shall exempt’’ 
and inserting the following:
‘‘(D) EXCEPTION.— 
‘‘(i) IN GENERAL.—The Commission’’; 
and 
(2) by adding after and below the end the fol-
lowing new clause: 
‘‘(ii) DE MINIMIS QUANTITY.—The de 
minimis quantity of swap dealing described 
in clause (i) shall be set at a quantity of 
$8,000,000,000, and may be amended or 
changed only through a new affirmative 
action of the Commission undertaken by 
rule or regulation.’’. 
SEC. 311. CAPITAL REQUIREMENTS FOR NON-BANK SWAP 
DEALERS. 
(a) COMMODITY EXCHANGE ACT.—Section 4s(e) of 
the Commodity Exchange Act (7 U.S.C. 6s(e)) is amend-
ed— 
(1) in paragraph (2)(B), by striking ‘‘shall’’ 
and inserting the following: ‘‘and the Securities and 
Exchange Commission, in consultation with the pru-
dential regulators, shall jointly’’; and 
(2) in paragraph (3)(D)— 
(A) in clause (ii), by striking ‘‘shall, to the 
maximum extent practicable,’’ and inserting 
‘‘shall’’; and
(B) by adding at the end the following: 
‘‘(iii) FINANCIAL
MODELS.—To the 
extent that swap dealers and major swap 
participants that are banks are permitted 
to use financial models approved by the 
prudential regulators or the Securities and 
Exchange Commission to calculate min-
imum capital requirements and minimum 
initial and variation margin requirements, 
including the use of non-cash collateral, 
the Commission shall, in consultation with 
the prudential regulators and the Securi-
ties and Exchange Commission, permit the 
use of comparable financial models by 
swap dealers and major swap participants 
that are not banks.’’. 
(b) SECURITIES EXCHANGE ACT OF 1934.—Section 
15F(e) of the Securities Exchange Act of 1934 (15 U.S.C. 
78o–10(e)) is amended— 
(1) in paragraph (2)(B), by striking ‘‘shall’’ 
and inserting the following: ‘‘and the Commodity 
Futures Trading Commission, in consultation with 
the prudential regulators, shall jointly’’; and 
(2) in paragraph (3)(D)—
(A) in clause (ii), by striking ‘‘shall, to the 
maximum extent practicable,’’ and inserting 
‘‘shall’’; and 
(B) by adding at the end the following: 
‘‘(iii) FINANCIAL
MODELS.—To the 
extent that security-based swap dealers 
and major security-based swap participants 
that are banks are permitted to use finan-
cial models approved by the prudential reg-
ulators or the Commodity Futures Trading 
Commission to calculate minimum capital 
requirements and minimum initial and var-
iation margin requirements, including the 
use of non-cash collateral, the Commission 
shall, in consultation with the Commodity 
Futures Trading Commission, permit the 
use of comparable financial models by se-
curity-based swap dealers and major secu-
rity-based swap participants that are not 
banks.’’. 
SEC. 312. HARMONIZATION WITH THE JUMPSTART OUR 
BUSINESS STARTUPS ACT. 
Within 90 days after the date of the enactment of 
this Act, the Commodity Futures Trading Commission 
shall—
(1) revise section 4.7(b) of title 17, Code of 
Federal Regulations, in the matter preceding para-
graph (1), to read as follows: 
‘‘(b) Relief available to commodity pool operators. 
Upon filing the notice required by paragraph (d) of this 
section, and subject to compliance with the conditions 
specified in paragraph (d) of this section, any registered 
commodity pool operator who sells participations in a pool 
solely to qualified eligible persons in an offering which 
qualifies for exemption from the registration requirements 
of the Securities Act pursuant to section 4(2) of that Act 
or pursuant to Regulation S, 17 CFR 230.901 et seq., 
and any bank registered as a commodity pool operator in 
connection with a pool that is a collective trust fund whose 
securities are exempt from registration under the Securi-
ties Act pursuant to section 3(a)(2) of that Act and are 
sold solely to qualified eligible persons, may claim any or 
all of the following relief with respect to such pool:’’; and 
(2) revise section 4.13(a)(3)(i) of such title to 
read as follows: 
‘‘(i) Interests in the pool are exempt 
from registration under the Securities Act 
of 1933, and such interests are offered and 
sold pursuant to section 4 of the Securities
Act of 1933 and the regulations there-
under;’’. 
SEC. 313. BONA FIDE HEDGE DEFINED TO PROTECT END- 
USER RISK MANAGEMENT NEEDS. 
Section 4a(c) of the Commodity Exchange Act (7 
U.S.C. 6a(c)) is amended— 
(1) in paragraph (1)— 
(A) by striking ‘‘may’’ and inserting 
‘‘shall’’; and 
(B) by striking ‘‘future for which’’ and in-
serting ‘‘future, to be determined by the Com-
mission, for which either an appropriate swap is 
available or’’; 
(2) in paragraph (2)— 
(A) in the matter preceding subparagraph 
(A), by striking ‘‘subsection (a)(2)’’ and all that 
follows through ‘‘position as’’ and inserting 
‘‘paragraphs (2) and (5) of subsection (a) for 
swaps, contracts of sale for future delivery, or 
options on the contracts or commodities, a bona 
fide hedging transaction or position is’’; and 
(B) in subparagraph (A)(ii), by striking 
‘‘of risks’’ and inserting ‘‘or management of 
current or anticipated risks’’; and 
(3) by adding at the end the following:
‘‘(3) The Commission may further define, by 
rule or regulation, what constitutes a bona fide 
hedging transaction, provided that the rule or regu-
lation is consistent with the requirements of sub-
paragraphs (A) and (B) of paragraph (2).’’. 
SEC. 314. CROSS-BORDER REGULATION OF DERIVATIVES 
TRANSACTIONS. 
(a) RULEMAKING REQUIRED.—Within 1 year after 
the date of the enactment of this Act, the Commodity Fu-
tures Trading Commission shall issue a rule that address-
es— 
(1) the nature of the connections to the United 
States that require a non-United States person to 
register as a swap dealer or a major swap partici-
pant under the Commodity Exchange Act and the 
regulations issued under such Act; 
(2) which of the United States swaps require-
ments apply to the swap activities of non-United 
States persons and United States persons and their 
branches, agencies, subsidiaries, and affiliates out-
side of the United States, and the extent to which 
the requirements apply; and 
(3) the circumstances under which a United 
States person or non-United States person in com-
pliance with the swaps regulatory requirements of a
foreign jurisdiction shall be exempt from United 
States swaps requirements. 
(b) CONTENT OF THE RULE.— 
(1) CRITERIA.—In the rule, the Commission 
shall establish criteria for determining that 1 or 
more categories of the swaps regulatory require-
ments of a foreign jurisdiction are comparable to 
and as comprehensive as United States swaps re-
quirements. The criteria shall include— 
(A) the scope and objectives of the swaps 
regulatory requirements of the foreign jurisdic-
tion; 
(B) the effectiveness of the supervisory 
compliance program administered; 
(C) the enforcement authority exercised by 
the foreign jurisdiction; and 
(D) such other factors as the Commission, 
by rule, determines to be necessary or appro-
priate in the public interest. 
(2) COMPARABILITY.—In the rule, the Commis-
sion shall— 
(A) provide that any non-United States 
person or any transaction between 2 non-United 
States persons shall be exempt from United 
States swaps requirements if the person or
transaction is in compliance with the swaps reg-
ulatory requirements of a foreign jurisdiction 
which the Commission has determined to be 
comparable to and as comprehensive as United 
States swaps requirements; and 
(B) set forth the circumstances in which a 
United States person or a transaction between 
a United States person and a non-United 
States person shall be exempt from United 
States swaps requirements if the person or 
transaction is in compliance with the swaps reg-
ulatory requirements of a foreign jurisdiction 
which the Commission has determined to be 
comparable to and as comprehensive as United 
States swaps requirements. 
(3) OUTCOMES-BASED COMPARISON.—In devel-
oping and applying the criteria, the Commission 
shall emphasize the results and outcomes of, rather 
than the design and construction of, foreign swaps 
regulatory requirements. 
(4) RISK-BASED RULEMAKING.—In the rule, the 
Commission shall not take into account, for the pur-
poses of determining the applicability of United 
States swaps requirements, the location of personnel 
that arrange, negotiate, or execute swaps.