I 
112TH CONGRESS 
1ST SESSION H. R. 3283 
To amend the Commodity Exchange Act and the Securities Exchange Act 
of 1934 to provide an exemption for certain swaps and security-based 
swaps involving non-U.S. persons, and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
OCTOBER 31, 2011 
Mr. HIMES (for himself and Mr. GARRETT) introduced the following bill; 
which was referred to the Committee on Financial Services, and in addi-
tion to the Committee on Agriculture, for a period to be subsequently de-
termined by the Speaker, in each case for consideration of such provisions 
as fall within the jurisdiction of the committee concerned 
A BILL 
To amend the Commodity Exchange Act and the Securities 
Exchange Act of 1934 to provide an exemption for cer-
tain swaps and security-based swaps involving non-U.S. 
persons, 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 ‘‘Swap Jurisdiction Cer-
tainty Act’’. 
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SEC. 2. COMMODITY EXCHANGE ACT. 
Section 4s(a) of the Commodity Exchange Act (7 
U.S.C. 6s(a)) is amended by adding at the end the fol-
lowing: 
‘‘(3) EXTRA-TERRITORIAL SWAP TRANSACTION 
APPLICATION OF TITLE VII.— 
‘‘(A) IN GENERAL.—A swap entered into 
between— 
‘‘(i) a swap dealer that is registered 
with the Commission who is either— 
‘‘(I) a U.S. person, or 
‘‘(II) a person that has a parent 
company that is a U.S. person, and 
‘‘(ii) a person who is— 
‘‘(I) a U.S. or non-U.S. sub-
sidiary, branch, or affiliate of such 
swap dealer, or 
‘‘(II) any other non-U.S. person 
that is not registered as a swap dealer 
with the Commission, 
shall not be subject to the provisions of 
title VII of the Dodd-Frank Wall Street 
Reform and Consumer Protection Act, and 
of amendments added by such title, so long 
as each swap dealer described under clause 
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(i) reports such swap to a swap data repos-
itory registered with the Commission. 
‘‘(B) SWAPS
ENTERED
INTO
BY
REG-
ISTERED NON-U.S. PERSONS.— 
‘‘(i) IN GENERAL.—A non-U.S. person 
that registers as a swap dealer with the 
Commission shall only be subject to the re-
quirements of title VII of the Dodd-Frank 
Wall Street Reform and Consumer Protec-
tion Act, and of amendments added by 
such title, with respect to swaps that such 
person enters into with a U.S. person who 
is not a U.S. subsidiary, branch, or affil-
iate of such non-U.S. person. 
‘‘(ii) 
CAPITAL
REQUIREMENTS.—A 
non-U.S. person that registers as a swap 
dealer with the Commission shall be per-
mitted by the Commission to comply with 
the capital requirements under subsection 
(e) by complying with comparable require-
ments established by the appropriate gov-
ernmental authorities in the home country 
of the non-U.S. person, so long as such 
home country is a signatory to the Basel 
Accords. 
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‘‘(C) NON-U.S. PERSON.—For purposes of 
this paragraph, the term ‘non-U.S. person’ in-
cludes— 
‘‘(i) any person that is not a U.S. per-
son; 
‘‘(ii) any discretionary account or 
similar account (other than an estate or 
trust) held for the benefit or account of a 
non-U.S. person by a dealer or other pro-
fessional fiduciary organized, incorporated, 
or (if an individual) resident in the United 
States; 
‘‘(iii) any agency or branch of a U.S. 
person located outside the United States 
if— 
‘‘(I) the agency or branch oper-
ates for valid business reasons; and 
‘‘(II) the agency or branch is en-
gaged in the business of insurance or 
banking and is subject to substantive 
insurance or banking regulation, re-
spectively, in the jurisdiction where it 
is located; 
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‘‘(iv) any trust of which any profes-
sional fiduciary acting as trustee is a U.S. 
person, if— 
‘‘(I) a trustee who is a non-U.S. 
person has sole or shared investment 
discretion with respect to the trust as-
sets; and 
‘‘(II) no beneficiary of the trust 
(and no settlor if the trust is rev-
ocable) is a U.S. person; 
‘‘(v) an employee benefit plan estab-
lished and administered in accordance with 
the law, customary practices, and docu-
mentation of a country other than the 
United States; and 
‘‘(vi) 
the 
International 
Monetary 
Fund, the International Bank for Recon-
struction and Development, the Inter- 
American Development Bank, the Asian 
Development Bank, the African Develop-
ment Bank, the United Nations, a central 
bank or its functional equivalent which is 
located in a non-U.S. jurisdiction and that 
is a signatory to the Basel Accords, and 
their agencies, affiliates and pension plans, 
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organized, incorporated, or (if an indi-
vidual) resident in the United States; and 
‘‘(viii) any partnership or corpora-
tion— 
‘‘(I) organized or incorporated 
under the laws of any foreign jurisdic-
tion; and 
‘‘(II) formed by a U.S. person 
principally for the purpose of invest-
ing in securities not registered under 
the Securities Act of 1933, unless it is 
organized or incorporated, and owned, 
by accredited investors (as such term 
is defined under section 230.501 of 
title 17, Code of Federal Regulations) 
that are not natural persons, estates, 
or trusts. 
‘‘(E) 
ANTI-EVASION.—Notwithstanding 
any other provision of this paragraph, each reg-
istered swap dealer shall be subject to the pro-
vision under section 2(i)(2).’’. 
SEC. 3. SECURITIES EXCHANGE ACT OF 1934. 
Section 15F(a) of the Securities Exchange Act of 
1934 (78o–10(a)) is amended by adding at the end the 
following: 
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‘‘(3) EXTRA-TERRITORIAL SWAP TRANSACTION 
APPLICATION OF TITLE VII.— 
‘‘(A) IN GENERAL.—A security-based swap 
entered into between— 
‘‘(i) a security-based swap dealer that 
is registered with the Commission who is 
either— 
‘‘(I) a U.S. person, or 
‘‘(II) a person that has a parent 
company that is a U.S. person, and 
‘‘(ii) a person who is— 
‘‘(I) a U.S. or non-U.S. sub-
sidiary, branch, or affiliate of such se-
curity-based swap dealer, or 
‘‘(II) any other non-U.S. person 
that is not registered as a security- 
based swap dealer with the Commis-
sion, 
shall not be subject to the provisions of 
title VII of the Dodd-Frank Wall Street 
Reform and Consumer Protection Act, and 
of amendments added by such title, so long 
as each security-based swap dealer de-
scribed under clause (i) reports such secu-
rity-based swap to a security-based swap 
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data repository registered with the Com-
mission. 
‘‘(B) SECURITY-BASED
SWAPS
ENTERED 
INTO BY REGISTERED NON-U.S. PERSONS.— 
‘‘(i) IN GENERAL.—A non-U.S. person 
that registers as a security-based swap 
dealer with the Commission shall only be 
subject to the requirements of title VII of 
the Dodd-Frank Wall Street Reform and 
Consumer Protection Act, and of amend-
ments added by such title, with respect to 
security-based swaps that such person en-
ters into with a U.S. person who is not a 
U.S. subsidiary, branch, or affiliate of such 
non-U.S. person. 
‘‘(ii) 
CAPITAL
REQUIREMENTS.—A 
non-U.S. person that registers as a secu-
rity-based swap dealer with the Commis-
sion shall be permitted by the Commission 
to comply with the capital requirements 
under subsection (e) by complying with 
comparable requirements established by 
the appropriate governmental authorities 
in the home country of the non-U.S. per-
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son, so long as such home country is a sig-
natory to the Basel Accords. 
‘‘(C) NON-U.S. PERSON.—For purposes of 
this paragraph, the term ‘non-U.S. person’ in-
cludes— 
‘‘(i) any person that is not a U.S. per-
son; 
‘‘(ii) any discretionary account or 
similar account (other than an estate or 
trust) held for the benefit or account of a 
non-U.S. person by a dealer or other pro-
fessional fiduciary organized, incorporated, 
or (if an individual) resident in the United 
States; 
‘‘(iii) any agency or branch of a U.S. 
person located outside the United States 
if— 
‘‘(I) the agency or branch oper-
ates for valid business reasons; and 
‘‘(II) the agency or branch is en-
gaged in the business of insurance or 
banking and is subject to substantive 
insurance or banking regulation, re-
spectively, in the jurisdiction where it 
is located; 
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‘‘(iv) any trust of which any profes-
sional fiduciary acting as trustee is a U.S. 
person, if— 
‘‘(I) a trustee who is a non-U.S. 
person has sole or shared investment 
discretion with respect to the trust as-
sets; and 
‘‘(II) no beneficiary of the trust 
(and no settlor if the trust is rev-
ocable) is a U.S. person; 
‘‘(v) an employee benefit plan estab-
lished and administered in accordance with 
the law, customary practices, and docu-
mentation of a country other than the 
United States; and 
‘‘(vi) 
the 
International 
Monetary 
Fund, the International Bank for Recon-
struction and Development, the Inter- 
American Development Bank, the Asian 
Development Bank, the African Develop-
ment Bank, the United Nations, a central 
bank or its functional equivalent which is 
located in a non-U.S. jurisdiction and that 
is a signatory to the Basel Accords, and 
their agencies, affiliates and pension plans, 
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and any other similar international organi-
zations, their agencies, affiliates and pen-
sion plans. 
‘‘(D) U.S. PERSON.—For purposes of this 
paragraph, the term ‘U.S. person’ includes— 
‘‘(i) any natural person resident in the 
United States; 
‘‘(ii) any partnership or corporation 
organized or incorporated under the laws 
of the United States; 
‘‘(iii) any estate of which any executor 
or administrator is a U.S. person; 
‘‘(iv) any trust of which any trustee is 
a U.S. person; 
‘‘(v) any agency or branch of a for-
eign entity located in the United States; 
‘‘(vi) any non-discretionary account or 
similar account (other than an estate or 
trust) held by a dealer or other fiduciary 
for the benefit or account of a United 
States person; 
‘‘(vii) any discretionary account or 
similar account (other than an estate or 
trust) held by a dealer or other fiduciary 
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