cluding a complete audit trail, in a form 
and manner acceptable to the Commission 
for a period of 5 years; 
‘‘(ii) report to the Commission, in a 
form and manner acceptable to the Com-
mission, such information as the Commis-
sion determines to be necessary or appro-
priate for the Commission to perform the 
duties of the Commission under this Act; 
and 
‘‘(iii) keep any such records of digital 
commodities which relate to a security 
open to inspection and examination by the 
Securities and Exchange Commission. 
‘‘(B) INFORMATION-SHARING.—Subject to 
section 8, and on request, the Commission shall 
share information collected under subparagraph 
(A) with— 
‘‘(i) the Board; 
‘‘(ii) the Securities and Exchange 
Commission; 
‘‘(iii) each appropriate Federal bank-
ing agency; 
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‘‘(iv) each appropriate State bank su-
pervisor (within the meaning of section 3 
of the Federal Deposit Insurance Act); 
‘‘(v) the Financial Stability Oversight 
Council; 
‘‘(vi) the Department of Justice; and 
‘‘(vii) any other person that the Com-
mission determines to be appropriate, in-
cluding— 
‘‘(I) foreign financial supervisors 
(including foreign futures authorities); 
‘‘(II) foreign central banks; and 
‘‘(III) foreign ministries. 
‘‘(C) CONFIDENTIALITY AGREEMENT.—Be-
fore the Commission may share information 
with any entity described in subparagraph (B), 
the Commission shall receive a written agree-
ment from each entity stating that the entity 
shall abide by the confidentiality requirements 
described in section 8 relating to the informa-
tion on digital commodity transactions that is 
provided. 
‘‘(D) 
PROVIDING
INFORMATION.—Each 
digital commodity exchange shall provide to the 
Commission (including any designee of the 
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Commission) information under subparagraph 
(A) in such form and at such frequency as is 
required by the Commission. 
‘‘(10) ANTITRUST
CONSIDERATIONS.—Unless 
necessary or appropriate to achieve the purposes of 
this Act, the digital commodity exchange shall not— 
‘‘(A) adopt any rules or take any actions 
that result in any unreasonable restraint of 
trade; or 
‘‘(B) impose any material anticompetitive 
burden on trading. 
‘‘(11) CONFLICTS OF INTEREST.—The digital 
commodity exchange shall— 
‘‘(A) establish and enforce rules to mini-
mize conflicts of interest in its decision-making 
process; and 
‘‘(B) establish a process for resolving the 
conflicts of interest. 
‘‘(12) FINANCIAL RESOURCES.— 
‘‘(A) IN
GENERAL.—Each digital com-
modity exchange shall have adequate financial, 
operational, and managerial resources, as deter-
mined by the Commission, to discharge each re-
sponsibility of the digital commodity exchange. 
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‘‘(B) MINIMUM AMOUNT OF FINANCIAL RE-
SOURCES.—Each digital commodity exchange 
shall possess financial resources that, at a min-
imum, exceed the total amount that would en-
able the digital commodity exchange to conduct 
an orderly wind down of its activities. 
‘‘(C) ADDITIONAL FINANCIAL RESOURCES 
FOR
LEVERAGE
TRADING.—The Commission 
may require such additional financial resources 
as are necessary to enable a digital commodity 
exchange which offers margined, leveraged, or 
financed transactions to fulfill its customer obli-
gations. 
‘‘(13) GOVERNANCE FITNESS STANDARDS.— 
‘‘(A) 
GOVERNANCE
ARRANGEMENTS.— 
Each digital commodity exchange shall establish 
governance arrangements that are transparent 
to fulfill public interest requirements. 
‘‘(B) FITNESS STANDARDS.—Each digital 
commodity exchange shall establish and enforce 
appropriate fitness standards for— 
‘‘(i) directors; 
‘‘(ii) any individual or entity with di-
rect access to the settlement activities of 
the digital commodity exchange; 
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‘‘(iii) any individual or entity with di-
rect access to any affiliated digital com-
modity custodian; 
‘‘(iv) any entity offering affiliated 
services for the digital commodity ex-
change; and 
‘‘(v) any party affiliated with any in-
dividual or entity described in this clause. 
‘‘(14) SYSTEM SAFEGUARDS.—The digital com-
modity exchange shall— 
‘‘(A) establish and maintain a program of 
risk analysis and oversight to identify and mini-
mize sources of operational and security risks, 
through the development of appropriate controls 
and procedures, and automated systems, that— 
‘‘(i) are reliable and secure; and 
‘‘(ii) have adequate scalable capacity; 
‘‘(B) establish and maintain emergency 
procedures, backup facilities, and a plan for dis-
aster recovery that allow for— 
‘‘(i) the timely recovery and resump-
tion of operations; and 
‘‘(ii) the fulfillment of the responsibil-
ities and obligations of the digital com-
modity exchange; and 
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‘‘(C) periodically conduct tests to verify 
that the backup resources of the digital com-
modity exchange are sufficient to ensure contin-
ued— 
‘‘(i) 
order 
processing 
and 
trade 
matching; 
‘‘(ii) price reporting; 
‘‘(iii) market surveillance; and 
‘‘(iv) maintenance of a comprehensive 
and accurate audit trail. 
‘‘(d) APPOINTMENT OF TRUSTEE.— 
‘‘(1) IN GENERAL.—If a proceeding under sec-
tion 5e results in the suspension or revocation of the 
registration of a digital commodity exchange, or if a 
digital commodity exchange withdraws from registra-
tion, the Commission, on notice to the digital com-
modity exchange, may apply to the appropriate 
United States district court where the digital com-
modity exchange is located for the appointment of a 
trustee. 
‘‘(2) ASSUMPTION
OF
JURISDICTION.—If the 
Commission applies for appointment of a trustee 
under paragraph (1)— 
‘‘(A) the court may take exclusive jurisdic-
tion over the digital commodity exchange and 
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the records and assets of the digital commodity 
exchange, wherever located; and 
‘‘(B) if the court takes jurisdiction under 
subparagraph (A), the court shall appoint the 
Commission, or a person designated by the 
Commission, as trustee with power to take pos-
session and continue to operate or terminate 
the operations of the digital commodity ex-
change in an orderly manner for the protection 
of customers subject to such terms and condi-
tions as the court may prescribe. 
‘‘(e) QUALIFIED
DIGITAL
COMMODITY
CUSTO-
DIAN.—A digital commodity exchange shall hold in a 
qualified digital commodity custodian each unit of a digital 
commodity that is— 
‘‘(1) the property of a customer of the digital 
commodity exchange; 
‘‘(2) required to be held by the digital com-
modity exchange under subsection (b)(2) or (c)(12) 
of this section; or 
‘‘(3) otherwise so required by the Commission 
to reasonably protect customers or promote the pub-
lic interest. 
‘‘(f) EXEMPTIONS.—In order to promote responsible 
economic or financial innovation and fair competition, or 
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protect customers, the Commission may (on its own initia-
tive or on application of the registered digital commodity 
exchange) exempt, either unconditionally or on stated 
terms or conditions or for stated periods and either retro-
actively or prospectively, or both, a registered digital com-
modity exchange from the requirements of this section, if 
the Commission determines that— 
‘‘(1) the exemption would be consistent with the 
public interest and the purposes of this Act; and 
‘‘(2) the exemption will not have a material ad-
verse effect on the ability of the Commission or the 
digital commodity exchange to discharge regulatory 
or self-regulatory duties under this Act. 
‘‘(g) CUSTOMER DEFINED.—In this section, the term 
‘customer’ means any person that maintains an account 
for the trading of digital commodities directly with a dig-
ital commodity exchange (other than a person that is 
owned or controlled, directly or indirectly, by the digital 
commodity exchange) for its own behalf or on behalf of 
other any person. 
‘‘(h) FEES.— 
‘‘(1) IN GENERAL.—The Commission may, by 
rule, establish— 
‘‘(A) an initial application fee to offset the 
cost to review an application under this section 
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and the initial registration of a digital com-
modity exchange under this section; and 
‘‘(B) an annual supervisory fee to offset 
the cost to provide ongoing supervision and 
oversight of a digital commodity exchange 
under this section. 
‘‘(2) IMPOSITION; COLLECTION.—The Commis-
sion may impose on, and collect from applicants and 
entities registered under this section fees established 
under paragraph (1), in reasonable amounts to off-
set the costs described in paragraph (1). 
‘‘(3) RETENTION OF FEES.—Any fees collected 
under this section shall remain available for expendi-
ture, without further appropriation, until expended 
for the purpose of— 
‘‘(A) implementing this section; and 
‘‘(B) providing ongoing registration, super-
vision, and oversight under this section. 
‘‘(i) FEDERAL PREEMPTION.—Notwithstanding any 
other provision of law, the Commission shall have exclusive 
jurisdiction over any digital commodity exchange reg-
istered under this section. 
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‘‘SEC. 5j. QUALIFIED DIGITAL COMMODITY CUSTODIANS. 
‘‘(a) IN GENERAL.—The Commission shall designate 
a digital commodity custodian as a qualified digital com-
modity custodian, if— 
‘‘(1) the Commission finds the digital com-
modity custodian is subject to adequate supervision 
and appropriate regulation by an appropriate Fed-
eral banking agency, a State bank supervisor (within 
the meaning of section 3 of the Federal Deposit In-
surance Act), or an appropriate government author-
ity in the home country of the organization; and 
‘‘(2) the digital commodity custodian agrees to 
such regular and periodic sharing of information as 
the Commission determines by rule shall be reason-
ably necessary to effectuate any of the provisions, or 
to accomplish any of the purposes, of this Act. 
‘‘(b) RULEMAKING AUTHORITY.—For purposes of 
subsection (a), the Commission, by rule or order, shall de-
fine ‘adequate supervision’ and ‘appropriate regulation’ as 
any regulatory regime which meets such minimum stand-
ards for supervision and regulation as the Commission de-
termines are reasonably necessary to protect the property 
of customers of a registered digital commodity exchange, 
including minimum standards relating to— 
‘‘(1) financial resources; 
‘‘(2) risk management requirements; 
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‘‘(3) governance arrangements; 
‘‘(4) fitness standards; 
‘‘(5) recordkeeping; 
‘‘(6) information-sharing; and 
‘‘(7) conflicts of interest. 
‘‘(c) 
AUTHORITY
TO
TEMPORARILY
SUSPEND 
STANDARDS.—The Commission may, by rule or order, 
temporarily suspend, in whole or in part, any requirement 
imposed under, or any standard referred to in, this section 
if the Commission determines that the suspension would 
be consistent with the public interest and the purposes of 
this Act.’’. 
Æ 
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