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(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. 
Subtitle K—Encouraging Public 
Offerings Act 
SEC. 917. EXPANDING TESTING THE WATERS AND CON-
FIDENTIAL SUBMISSIONS. 
The Securities Act of 1933 (15 U.S.C. 77a et seq.) 
is amended— 
(1) in section 5(d)— 
(A) by striking ‘‘Notwithstanding’’ and in-
serting the following: 
‘‘(1) IN GENERAL.—Notwithstanding’’; 
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(B) by striking ‘‘an emerging growth com-
pany or any person authorized to act on behalf 
of an emerging growth company’’ and inserting 
‘‘an issuer or any person authorized to act on 
behalf of an issuer’’; and 
(C) by adding at the end the following: 
‘‘(2) ADDITIONAL REQUIREMENTS.— 
‘‘(A) IN GENERAL.—The Commission may 
issue regulations, subject to public notice and 
comment, to impose such other terms, condi-
tions, or requirements on the engaging in oral 
or written communications described under 
paragraph (1) by an issuer other than an 
emerging growth company as the Commission 
determines appropriate. 
‘‘(B) REPORT TO CONGRESS.—Prior to any 
rulemaking described under subparagraph (A), 
the Commission shall issue a report to the Con-
gress containing a list of the findings sup-
porting the basis of such rulemaking.’’; and 
(2) in section 6(e)— 
(A) in the heading, by striking ‘‘EMERG-
ING
GROWTH
COMPANIES’’ 
and 
inserting 
‘‘DRAFT REGISTRATION STATEMENTS’’; 
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(B) by redesignating paragraph (2) as 
paragraph (4); and 
(C) by striking paragraph (1) and insert-
ing the following: 
‘‘(1) PRIOR TO INITIAL PUBLIC OFFERING.— 
Any issuer, prior to its initial public offering date, 
may confidentially submit to the Commission a draft 
registration statement, for confidential nonpublic re-
view by the staff of the Commission prior to public 
filing, provided that the initial confidential submis-
sion and all amendments thereto shall be publicly 
filed with the Commission not later than 15 days be-
fore the date on which the issuer conducts a road 
show (as defined under section 230.433(h)(4) of title 
17, Code of Federal Regulations) or, in the absence 
of a road show, at least 15 days prior to the re-
quested effective date of the registration statement. 
‘‘(2) WITHIN 1 YEAR AFTER INITIAL PUBLIC 
OFFERING
OR
EXCHANGE
REGISTRATION.—Any 
issuer, within the 1-year period following its initial 
public offering or its registration of a security under 
section 12(b) of the Securities Exchange Act of 
1934, may confidentially submit to the Commission 
a draft registration statement, for confidential non-
public review by the staff of the Commission prior 
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to public filing, provided that the initial confidential 
submission and all amendments thereto shall be pub-
licly filed with the Commission not later than 15 
days before the date on which the issuer conducts a 
road show (as defined under section 230.433(h)(4) 
of title 17, Code of Federal Regulations) or, in the 
absence of a road show, at least 15 days prior to the 
requested effective date of the registration state-
ment. 
‘‘(3) ADDITIONAL REQUIREMENTS.— 
‘‘(A) IN GENERAL.—The Commission may 
issue regulations, subject to public notice and 
comment, to impose such other terms, condi-
tions, or requirements on the submission of 
draft registration statements described under 
this subsection by an issuer other than an 
emerging growth company as the Commission 
determines appropriate. 
‘‘(B) REPORT TO CONGRESS.—Prior to any 
rulemaking described under subparagraph (A), 
the Commission shall issue a report to the Con-
gress containing a list of the findings sup-
porting the basis of such rulemaking.’’. 
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Subtitle L—Risk-Based Credit 
Examination Act 
SEC. 918. RISK-BASED EXAMINATIONS OF NATIONALLY 
RECOGNIZED STATISTICAL RATING ORGANI-
ZATIONS. 
Section 15E(p)(3)(B) of the Securities Exchange Act 
of 1934 (15 U.S.C. 78o–7(p)(3)(B)) is amended in the 
matter preceding clause (i), by inserting ‘‘, as appro-
priate,’’ after ‘‘Each examination under subparagraph (A) 
shall include’’. 
Subtitle M—Protection of Source 
Code Act 
SEC. 919. PROCEDURE FOR OBTAINING CERTAIN INTEL-
LECTUAL PROPERTY. 
(a) PERSONS UNDER SECURITIES ACT OF 1933.— 
Section 8 of the Securities Act of 1933 (15 U.S.C. 77h) 
is amended by adding at the end the following: 
‘‘(g) PROCEDURE FOR OBTAINING CERTAIN INTEL-
LECTUAL PROPERTY.—The Commission is not authorized 
to compel under this title a person to produce or furnish 
source code, including algorithmic trading source code or 
similar intellectual property that forms the basis for de-
sign of the source code, to the Commission unless the 
Commission first issues a subpoena.’’. 
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(b) PERSONS UNDER THE SECURITIES EXCHANGE 
ACT OF 1934.—Section 23 of the Securities Exchange Act 
of 1934 (15 U.S.C. 78w) is amended by adding at the 
end the following: 
‘‘(e) PROCEDURE FOR OBTAINING CERTAIN INTEL-
LECTUAL PROPERTY.—The Commission is not authorized 
to compel under this title a person to produce or furnish 
source code, including algorithmic trading source code or 
similar intellectual property that forms the basis for de-
sign of the source code, to the Commission unless the 
Commission first issues a subpoena.’’. 
(c) INVESTMENT COMPANIES.—Section 31 of the In-
vestment Company Act of 1940 (15 U.S.C. 80a–30) is 
amended by adding at the end the following: 
‘‘(e) PROCEDURE FOR OBTAINING CERTAIN INTEL-
LECTUAL PROPERTY.—The Commission is not authorized 
to compel under this title an investment company to 
produce or furnish source code, including algorithmic trad-
ing source code or similar intellectual property that forms 
the basis for design of the source code, to the Commission 
unless the Commission first issues a subpoena.’’. 
(d) INVESTMENT ADVISERS.—Section 204 of the In-
vestment Advisers Act of 1940 (15 U.S.C. 80b–4) is 
amended— 
(1) by adding at the end the following: 
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‘‘(f) PROCEDURE FOR OBTAINING CERTAIN INTEL-
LECTUAL PROPERTY.—The Commission is not authorized 
to compel under this title an investment adviser to produce 
or furnish source code, including algorithmic trading 
source code or similar intellectual property that forms the 
basis for design of the source code, to the Commission un-
less the Commission first issues a subpoena.’’; and 
(2) in the second subsection (d), by striking 
‘‘(d)’’ and inserting ‘‘(e)’’. 
Subtitle N—Family Office 
Technical Correction Act 
SEC. 920. ACCREDITED INVESTOR CLARIFICATION. 
(a) IN GENERAL.—Subject to subsection (b), any 
family office or a family client of a family office, as defined 
in section 275.202(a)(11)(G)–1 of title 17, Code of Fed-
eral Regulations, shall be deemed to be an accredited in-
vestor, as defined in Regulation D of the Securities and 
Exchange Commission (or any successor thereto) under 
the Securities Act of 1933. 
(b) LIMITATION.—Subsection (a) only applies to a 
family office with assets under management in excess of 
$5,000,000, and a family office or a family client not 
formed for the specific purpose of acquiring the securities 
offered, and whose purchase is directed by a person who 
has such knowledge and experience in financial and busi-
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ness matters that such person is capable of evaluating the 
merits and risks of the prospective investment. 
Subtitle O—Market Data 
Protection Act 
SEC. 921. INTERNAL RISK CONTROLS. 
The Securities Exchange Act of 1934 (15 U.S.C. 78a 
et seq.) is amended— 
(1) by inserting after section 4E the following: 
‘‘SEC. 4F. INTERNAL RISK CONTROLS. 
‘‘(a) IN GENERAL.—Each of the following entities, in 
consultation with the Chief Economist, shall develop com-
prehensive internal risk control mechanisms to safeguard 
and govern the storage of all market data by such entity, 
all market data sharing agreements of such entity, and 
all academic research performed at such entity using mar-
ket data: 
‘‘(1) The Commission. 
‘‘(2) Each national securities association reg-
istered pursuant to section 15A. 
‘‘(3) The operator of the consolidated audit 
trail created by a national market system plan ap-
proved pursuant to section 242.613 of title 17, Code 
of Federal Regulations (or any successor regulation). 
‘‘(b) CONSOLIDATED
AUDIT
TRAIL
PROHIBITED 
FROM ACCEPTING MARKET DATA UNTIL MECHANISMS 
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DEVELOPED.—The operator described in paragraph (3) of 
subsection (a) may not accept market data (or shall cease 
accepting market data) until the operator has developed 
the mechanisms required by such subsection. Any require-
ment for a person to provide market data to the operator 
shall not apply during any time when the operator is pro-
hibited by this subsection from accepting such data. 
‘‘(c) TREATMENT
OF
PREVIOUSLY
DEVELOPED 
MECHANISMS.—The development of comprehensive inter-
nal risk control mechanisms required by subsection (a) 
may occur, in whole or in part, before the date of the en-
actment of this section, if such development and such 
mechanisms meet the requirements of such subsection (in-
cluding consultation with the Chief Economist).’’; and 
(2) in section 3(a)— 
(A) by redesignating the second paragraph 
(80) (relating to funding portals) as paragraph 
(81); and 
(B) by adding at the end the following: 
‘‘(82) CHIEF
ECONOMIST.—The term ‘Chief 
Economist’ means the Director of the Division of 
Economic and Risk Analysis, or an employee of the 
Commission with comparable authority, as deter-
mined by the Commission.’’. 
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Subtitle 
P—Financial 
Stability 
Oversight Council Improvement 
Act 
SEC. 922. SIFI DESIGNATION PROCESS. 
Section 113 of the Financial Stability Act of 2010 
(12 U.S.C. 5323) is amended— 
(1) in subsection (a)(2)— 
(A) in subparagraph (J), by striking ‘‘and’’ 
at the end; 
(B) by redesignating subparagraph (K) as 
subparagraph (L); and 
(C) by inserting after subparagraph (J) 
the following: 
‘‘(K) the appropriateness of the imposition 
of prudential standards as opposed to other 
forms of regulation to mitigate the identified 
risks; and’’; 
(2) in subsection (b)(2)— 
(A) in subparagraph (J), by striking ‘‘and’’ 
at the end; 
(B) by redesignating subparagraph (K) as 
subparagraph (L); 
(C) by inserting after subparagraph (J) 
the following: 
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‘‘(K) the appropriateness of the imposition 
of prudential standards as opposed to other 
forms of regulation to mitigate the identified 
risks; and’’; and 
(3) by amending subsection (d) to read as fol-
lows: 
‘‘(d) REEVALUATION AND RESCISSION.— 
‘‘(1) ANNUAL
REEVALUATION.—Not less fre-
quently than annually, the Council shall reevaluate 
each determination made under subsections (a) and 
(b) with respect to a nonbank financial company su-
pervised by the Board of Governors and shall— 
‘‘(A) provide written notice to the nonbank 
financial company being reevaluated and afford 
such company an opportunity to submit written 
materials, within such time as the Council de-
termines to be appropriate (but which shall be 
not less than 30 days after the date of receipt 
by the company of such notice), to contest the 
determination, including materials concerning 
whether, in the company’s view, material finan-
cial distress at the company, or the nature, 
scope, size, scale, concentration, interconnected-
ness, or mix of the activities of the company 
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could pose a threat to the financial stability of 
the United States; 
‘‘(B) provide an opportunity for the 
nonbank financial company to meet with the 
Council to present the information described in 
subparagraph (A); and 
‘‘(C) if the Council does not rescind the de-
termination, provide notice to the nonbank fi-
nancial company, its primary financial regu-
latory agency and the primary financial regu-
latory agency of any of the company’s signifi-
cant subsidiaries of the reasons for the Coun-
cil’s decision, which notice shall address with 
specificity how the Council assessed the mate-
rial factors presented by the company under 
subparagraphs (A) and (B). 
‘‘(2) PERIODIC REEVALUATION.— 
‘‘(A) REVIEW.—Every 5 years after the 
date of a final determination with respect to a 
nonbank financial company under subsection 
(a) or (b), as applicable, the nonbank financial 
company may submit a written request to the 
Council for a reevaluation of such determina-
tion. Upon receipt of such a request, the Coun-
cil shall conduct a reevaluation of such deter-
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mination and hold a vote on whether to rescind 
such determination. 
‘‘(B) PROCEDURES.—Upon receipt of a 
written request under paragraph (A), the Coun-
cil shall fix a time (not earlier than 30 days 
after the date of receipt of the request) and 
place at which such company may appear, per-
sonally or through counsel, to— 
‘‘(i) submit written materials (which 
may include a plan to modify the com-
pany’s business, structure, or operations, 
which shall specify the length of the imple-
mentation period); and 
‘‘(ii) provide oral testimony and oral 
argument before the members of the Coun-
cil. 
‘‘(C) TREATMENT OF PLAN.—If the com-
pany submits a plan in accordance with sub-
paragraph (B)(i), the Council shall consider 
whether the plan, if implemented, would cause 
the company to no longer meet the standards 
for a final determination under subsection (a) 
or (b), as applicable. The Council shall provide 
the nonbank financial company an opportunity 
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to revise the plan after consultation with the 
Council. 
‘‘(D) EXPLANATION FOR CERTAIN COMPA-
NIES.—With respect to a reevaluation under 
this paragraph where the determination being 
reevaluated was made before the date of enact-
ment of this paragraph, the nonbank financial 
company may require the Council, as part of 
such reevaluation, to explain with specificity the 
basis for such determination. 
‘‘(3) RESCISSION OF DETERMINATION.— 
‘‘(A) IN GENERAL.—If the Council, by a 
vote of not fewer than 2⁄3 of the voting members 
then serving, including an affirmative vote by 
the Chairperson, determines under this sub-
section that a nonbank financial company no 
longer meets the standards for a final deter-
mination under subsection (a) or (b), as appli-
cable, the Council shall rescind such determina-
tion. 
‘‘(B) APPROVAL OF COMPANY PLAN.—Ap-
proval by the Council of a plan submitted or re-
vised in accordance with paragraph (2) shall re-
quire a vote of not fewer than 2⁄3 of the voting 
members then serving, including an affirmative 
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vote by the Chairperson. If such plan is ap-
proved by the Council, the company shall imple-
ment the plan during the period identified in 
the plan, except that the Council, in its sole dis-
cretion and upon request from the company, 
may grant one or more extensions of the imple-
mentation period. After the end of the imple-
mentation period, including any extensions 
granted by the Council, the Council shall pro-
ceed to a vote as described under subparagraph 
(A).’’; 
(4) by amending subsection (e) to read as fol-
lows: 
‘‘(e) REQUIREMENTS FOR PROPOSED DETERMINA-
TION, NOTICE AND OPPORTUNITY FOR HEARING, AND 
FINAL DETERMINATION.— 
‘‘(1) NOTICE OF IDENTIFICATION FOR INITIAL 
EVALUATION
AND
OPPORTUNITY
FOR
VOLUNTARY 
SUBMISSION.—Upon identifying a nonbank financial 
company for comprehensive analysis of the potential 
for the nonbank company to pose a threat to the fi-
nancial stability of the United States, the Council 
shall provide the nonbank financial company with— 
‘‘(A) written notice that explains with 
specificity the basis for so identifying the com-
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pany, a copy of which shall be provided to the 
company’s primary financial regulatory agency; 
‘‘(B) an opportunity to submit written ma-
terials for consideration by the Council as part 
of the Council’s initial evaluation of the risk 
profile and characteristics of the company; 
‘‘(C) an opportunity to meet with the 
Council to discuss the Council’s analysis; and 
‘‘(D) a list of the public sources of infor-
mation being considered by the Council as part 
of such analysis. 
‘‘(2) REQUIREMENTS BEFORE MAKING A PRO-
POSED
DETERMINATION.—Before making a pro-
posed determination with respect to a nonbank fi-
nancial company under paragraph (3), the Council 
shall— 
‘‘(A) by a vote of not fewer than 2⁄3 of the 
voting members then serving, including an af-
firmative vote by the Chairperson, approve a 
resolution that identifies with specificity any 
risks to the financial stability of the United 
States the Council has identified relating to the 
nonbank financial company; 
‘‘(B) with respect to nonbank financial 
company with a primary financial regulatory 
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agency, provide a copy of the resolution de-
scribed under subparagraph (A) to the primary 
financial regulatory agency and provide such 
agency with at least 180 days from the receipt 
of the resolution to— 
‘‘(i) consider the risks identified in the 
resolution; and 
‘‘(ii) provide a written response to the 
Council that includes its assessment of the 
risks identified and the degree to which 
they are or could be addressed by existing 
regulation and, as appropriate, issue pro-
posed regulations or undertake other regu-
latory action to mitigate the identified 
risks; 
‘‘(C) provide the nonbank financial com-
pany with written notice that the Council— 
‘‘(i) is considering whether to make a 
proposed determination with respect to the 
nonbank financial company under sub-
section (a) or (b), as applicable, which no-
tice explains with specificity the basis for 
the Council’s consideration, including any 
aspects of the company’s operations or ac-
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tivities that are a primary focus for the 
Council; or 
‘‘(ii) has determined not to subject the 
company to further review, which action 
shall not preclude the Council from issuing 
a notice to the company under subpara-
graph (1)(A) at a future time; and 
‘‘(D) in the case of a notice to the nonbank 
financial company under subparagraph (C)(i), 
provide the company with— 
‘‘(i) an opportunity to meet with the 
Council to discuss the Council’s analysis; 
‘‘(ii) an opportunity to submit written 
materials, within such time as the Council 
deems appropriate (but not less than 30 
days after the date of receipt by the com-
pany of the notice described under clause 
(i)), to the Council to inform the Council’s 
consideration of the nonbank financial 
company for a proposed determination, in-
cluding materials concerning the com-
pany’s views as to whether it satisfies the 
standard for determination set forth in 
subsection (a) or (b), as applicable; 
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‘‘(iii) an explanation of how any re-
quest by the Council for information from 
the nonbank financial company relates to 
potential risks to the financial stability of 
the United States and the Council’s anal-
ysis of the company; 
‘‘(iv) written notice when the Council 
deems its evidentiary record regarding 
such nonbank financial company to be 
complete; and 
‘‘(v) an opportunity to meet with the 
members of the Council. 
‘‘(3) PROPOSED DETERMINATION.— 
‘‘(A) VOTING.—The Council may, by a 
vote of not fewer than 2⁄3 of the voting members 
then serving, including an affirmative vote by 
the Chairperson, propose to make a determina-
tion in accordance with the provisions of sub-
section (a) or (b), as applicable, with respect to 
a nonbank financial company. 
‘‘(B) DEADLINE FOR MAKING A PROPOSED 
DETERMINATION.—With respect to a nonbank 
financial company provided with a written no-
tice under paragraph (2)(C)(i), if the Council 
does not provide the company with the written 
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notice of a proposed determination described 
under paragraph (4) within the 180-day period 
following the date on which the Council notifies 
the company under paragraph (2)(C) that the 
evidentiary record is complete, the Council may 
not make such a proposed determination with 
respect to such company unless the Council re-
peats the procedures described under paragraph 
(2). 
‘‘(C) REVIEW OF ACTIONS OF PRIMARY FI-
NANCIAL REGULATORY AGENCY.—With respect 
to a nonbank financial company with a primary 
financial regulatory agency, the Council may 
not vote under subparagraph (A) to make a 
proposed determination unless— 
‘‘(i) the Council first determines that 
any proposed regulations or other regu-
latory actions taken by the primary finan-
cial regulatory agency after receipt of the 
resolution 
described 
under 
paragraph 
(2)(A) are insufficient to mitigate the risks 
identified in the resolution; 
‘‘(ii) the primary financial regulatory 
agency has notified the Council that the 
agency has no proposed regulations or 
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other regulatory actions to mitigate the 
risks identified in the resolution; or 
‘‘(iii) the period allowed by the Coun-
cil under paragraph (2)(B) has elapsed 
and the primary financial regulatory agen-
cy has taken no action in response to the 
resolution. 
‘‘(4) NOTICE OF PROPOSED DETERMINATION.— 
The Council shall— 
‘‘(A) provide to a nonbank financial com-
pany written notice of a proposed determination 
of the Council, including an explanation of the 
basis of the proposed determination of the 
Council, that a nonbank financial company shall 
be supervised by the Board of Governors and 
shall be subject to prudential standards in ac-
cordance with this title, an explanation of the 
specific risks to the financial stability of the 
United States presented by the nonbank finan-
cial company, and a detailed explanation of why 
existing regulations or other regulatory action 
by the company’s primary financial regulatory 
agency, if any, is insufficient to mitigate such 
risk; and 
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‘‘(B) provide the primary financial regu-
latory agency of the nonbank financial company 
a copy of the nonpublic written explanation of 
the Council’s proposed determination. 
‘‘(5) HEARING.— 
‘‘(A) IN
GENERAL.—Not later than 30 
days after the date of receipt of any notice of 
a proposed determination under paragraph (4), 
the nonbank financial company may request, in 
writing, an opportunity for a written or oral 
hearing before the Council to contest the pro-
posed determination, including the opportunity 
to present a plan to modify the company’s busi-
ness, structure, or operations in order to miti-
gate the risks identified in the notice, and 
which plan shall also include any steps the com-
pany expects to take during the implementation 
period to mitigate such risks. 
‘‘(B) GRANT OF HEARING.—Upon receipt 
of a timely request, the Council shall fix a time 
(not earlier than 30 days after the date of re-
ceipt of the request) and place at which such 
company may appear, personally or through 
counsel, to— 
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‘‘(i) submit written materials (which 
may include a plan to modify the com-
pany’s business, structure, or operations); 
or 
‘‘(ii) provide oral testimony and oral 
argument to the members of the Council. 
‘‘(6) COUNCIL
CONSIDERATION
OF
COMPANY 
PLAN.— 
‘‘(A) IN GENERAL.—If a nonbank financial 
company submits a plan in accordance with 
paragraph (5), the Council shall, prior to mak-
ing a final determination— 
‘‘(i) consider whether the plan, if im-
plemented, would mitigate the risks identi-
fied in the notice under paragraph (4); and 
‘‘(ii) provide the nonbank financial 
company an opportunity to revise the plan 
after consultation with the Council. 
‘‘(B) VOTING.—Approval by the Council of 
a plan submitted under paragraph (5) or re-
vised under subparagraph (A)(ii) shall require a 
vote of not fewer than 2⁄3 of the voting members 
then serving, including an affirmative vote by 
the Chairperson. 
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‘‘(E) 
AUTHORITY
TO
RESCIND
AP-
PROVAL.— 
‘‘(i) IN GENERAL.—During the imple-
mentation period described under subpara-
graph (C), including any extensions grant-
ed by the Council, the Council shall retain 
the authority to rescind its approval of the 
plan if the Council finds, by a vote of not 
fewer than 2⁄3 of the voting members then 
serving, including an affirmative vote by 
the Chairperson, that the company’s imple-
mentation of the plan is no longer suffi-
cient to mitigate or prevent the risks iden-
tified in the resolution described under 
paragraph (2)(A). 
‘‘(ii) FINAL DETERMINATION VOTE.— 
The Council may proceed to a vote on final 
determination under subsection (a) or (b), 
as applicable, not earlier than 10 days 
after providing the nonbank financial com-
pany with written notice that the Council 
has rescinded the approval of the com-
pany’s plan pursuant to clause (i). 
‘‘(F) ACTIONS AFTER IMPLEMENTATION.— 
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‘‘(i) EVALUATION
OF
IMPLEMENTA-
TION.—After the end of the implementa-
tion period described under subparagraph 
(C), including any extensions granted by 
the Council, the Council shall consider 
whether the plan, as implemented by the 
nonbank financial company, adequately 
mitigates or prevents the risks identified in 
the resolution described under paragraph 
(2)(A). 
‘‘(ii) VOTING.—If, after performing 
an evaluation under clause (i), not fewer 
than 2⁄3 of the voting members of the 
Council then serving, including an affirma-
tive vote by the Chairperson, determine 
that the plan, as implemented, adequately 
mitigates or prevents the identified risks, 
the Council shall not make a final deter-
mination under subsection (a) or (b), as 
applicable, with respect to the nonbank fi-
nancial company and shall notify the com-
pany of the Council’s decision to take no 
further action. 
‘‘(7) FINAL COUNCIL DECISIONS.— 
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‘‘(A) IN
GENERAL.—Not later than 90 
days after the date of a hearing under para-
graph (5), the Council shall notify the nonbank 
financial company of— 
‘‘(i) a final determination under sub-
section (a) or (b), as applicable; 
‘‘(ii) the Council’s approval of a plan 
submitted by the nonbank financial com-
pany under paragraph (5) or revised under 
paragraph (6); or 
‘‘(iii) the Council’s decision to take no 
further action with respect to the nonbank 
financial company. 
‘‘(B) EXPLANATORY STATEMENT.—A final 
determination of the Council, under subsection 
(a) or (b), shall contain a statement of the basis 
for the decision of the Council, including the 
reasons why the Council rejected any plan by 
the nonbank financial company submitted under 
paragraph (5) or revised under paragraph (6). 
‘‘(C) NOTICE TO PRIMARY FINANCIAL REG-
ULATORY AGENCY.—In the case of a final de-
termination under subsection (a) or (b), the 
Council shall provide the primary financial reg-
ulatory agency of the nonbank financial com-
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pany a copy of the nonpublic written expla-
nation of the Council’s final determination.’’; 
(5) in subsection (g), strike ‘‘before the Council 
makes any final determination’’ and insert ‘‘from 
the outset of the Council’s consideration of the com-
pany, including before the Council makes any pro-
posed or final determination’’; and 
(6) by adding at the end the following: 
‘‘(j) PUBLIC
DISCLOSURE
REQUIREMENT.—The 
Council shall— 
‘‘(1) in each case where a nonbank financial 
company has been notified that it is subject to the 
Council’s review and the company has publicly dis-
closed such fact, confirm that the nonbank financial 
company is subject to the Council’s review, in re-
sponse to a request from a third party; 
‘‘(2) upon making a final determination, pub-
licly provide a written explanation of the basis for its 
decision with sufficient detail to provide the public 
with an understanding of the specific bases of the 
Council’s determination, including any assumptions 
related thereof, subject to the requirements of sec-
tion 112(d)(5); 
‘‘(3) include, in the annual report required by 
section 112, the number of nonbank financial com-
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panies from the previous year subject to preliminary 
analysis, further review, and subject to a proposed 
or final determination; and 
‘‘(4) within 90 days after the enactment of this 
subsection, publish information regarding its meth-
odology for calculating any quantitative thresholds 
or other metrics used to identify nonbank financial 
companies for analysis by the Council. 
‘‘(k) PERIODIC ASSESSMENT
OF
THE IMPACT
OF 
DESIGNATIONS.— 
‘‘(1) ASSESSMENT.—Every five years after the 
date of enactment of this section, the Council 
shall— 
‘‘(A) conduct a study of the Council’s de-
terminations that nonbank financial companies 
shall be supervised by the Board of Governors 
and shall be subject to prudential standards; 
and 
‘‘(B) comprehensively assess the impact of 
such determinations on the companies for which 
such determinations were made and the wider 
economy, including whether such determina-
tions are having the intended result of improv-
ing the financial stability of the United States. 
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‘‘(2) REPORT.—Not later than 90 days after 
completing a study required under paragraph (1), 
the Council shall issue a report to the Congress 
that— 
‘‘(A) describes all findings and conclusions 
made by the Council in carrying out such study; 
and 
‘‘(B) identifies whether any of the Coun-
cil’s determinations should be rescinded or 
whether related regulations or regulatory guid-
ance should be modified, streamlined, expanded, 
or repealed.’’. 
SEC. 923. RULE OF CONSTRUCTION. 
None of the amendments made by this subtitle may 
be construed as limiting the Financial Stability Oversight 
Council’s emergency powers under section 113(f) of the 
Financial Stability Act of 2010 (12 U.S.C. 5323(f)). 
Subtitle Q—Expanding Access to 
Capital for Rural Job Creators Act 
SEC. 925. ACCESS TO CAPITAL FOR RURAL-AREA SMALL 
BUSINESSES. 
Section 4(j) of the Securities Exchange Act of 1934 
(15 U.S.C. 78d(j)) is amended— 
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(1) in paragraph(4)(C), by inserting ‘‘rural-area 
small businesses,’’ after ‘‘women-owned small busi-
nesses,’’; and 
(2) in paragraph (6)(B)(iii), by inserting 
‘‘rural-area small businesses,’’ after ‘‘women-owned 
small businesses,’’. 
Subtitle R—Volcker Rule 
Regulatory Harmonization Act 
SEC. 926. RULEMAKING AUTHORITY UNDER THE VOLCKER 
RULE. 
(a) IN GENERAL.—Paragraph (2) of section 13(b) of 
the Bank Holding Company Act of 1956 (12 U.S.C. 
1851(b)(2)) is amended to read as follows: 
‘‘(2) RULEMAKING.— 
‘‘(A) IN GENERAL.—The Board may, as 
appropriate, consult with the Comptroller of the 
Currency, the Federal Deposit Insurance Cor-
poration, the Securities and Exchange Commis-
sion, or the Commodity Futures Trading Com-
mission to adopt rules or guidance to carry out 
this section, as provided in subparagraph (B). 
‘‘(B) RULEMAKING
REQUIREMENTS.—In 
adopting a rule or guidance under subpara-
graph (A), the Board— 
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‘‘(i) shall consider the findings of the 
report required in paragraph (1) and, as 
appropriate, subsequent reports; 
‘‘(ii) shall assure, to the extent pos-
sible, that such rule or guidance provide 
for consistent application and implementa-
tion of the applicable provisions of this sec-
tion to avoid providing advantages or im-
posing disadvantages to the companies af-
fected by this subsection and to protect the 
safety and soundness of banking entities 
and nonbank financial companies super-
vised by the Board; and 
‘‘(iii) shall include requirements to en-
sure compliance with this section, such as 
requirements regarding internal controls 
and recordkeeping. 
‘‘(C) AUTHORITY.—The Board shall have 
sole authority to issue and amend rules under 
this section after the date of the enactment of 
this paragraph. 
‘‘(D) CONFORMING AUTHORITY.— 
‘‘(i) CONTINUITY OF REGULATIONS.— 
Any rules or guidance issued under this 
section prior to the date of enactment of 
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this paragraph shall continue in effect 
until the Board issues a successor rule or 
guidance, or amends such rule or guidance, 
pursuant to subparagraph (C). 
‘‘(ii) APPLICABLE GUIDANCE.—In per-
forming examinations or other supervisory 
duties, the appropriate Federal banking 
agencies, the Securities and Exchange 
Commission, and the Commodity Futures 
Trading Commission, as appropriate, shall 
update any applicable policies and proce-
dures to ensure that such policies and pro-
cedures are consistent (to the extent prac-
ticable) with any rules or guidance issued 
pursuant to subparagraph (C).’’. 
(b) CONFORMING AMENDMENTS.—Section 13 of the 
Bank Holding Company Act of 1956 (12 U.S.C. 1851) 
is amended— 
(1) by striking ‘‘the appropriate Federal bank-
ing agencies, the Securities and Exchange Commis-
sion, and the Commodity Futures Trading Commis-
sion,’’ each place it appears and inserting ‘‘the 
Board’’; 
(2) by striking ‘‘appropriate Federal banking 
agencies, the Securities and Exchange Commission, 
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and the Commodity Futures Trading Commission’’ 
each place it appears and inserting ‘‘Board’’; 
(3) in subsection (c)(5), by striking ‘‘Notwith-
standing paragraph (2)’’ and all that follows 
through ‘‘provided in subsection (b)(2),’’ and insert-
ing ‘‘The Board shall have the authority’’; and 
(4) in subsection (d)(1)— 
(A) in subparagraph (F)(ii)— 
(i) by striking ‘‘the appropriate Fed-
eral banking agencies’’ and inserting ‘‘the 
Board’’; and 
(ii) by striking ‘‘have not jointly’’ and 
inserting ‘‘has not’’; and 
(B) in subparagraph (G)(viii), by striking 
‘‘appropriate Federal banking agencies, the Se-
curities and Exchange Commission, or the Com-
modity Futures Trading Commission,’’ and in-
serting ‘‘Board,’’. 
SEC. 927. ENFORCEMENT; ANTI-EVASION. 
(a) IN GENERAL.—Subsection (e) of section 13 of the 
Bank Holding Company Act of 1956 (12 U.S.C. 1851(e)) 
is amended to read as follows: 
‘‘(e) ENFORCEMENT; ANTI-EVASION.— 
‘‘(1) APPROPRIATE FEDERAL BANKING AGEN-
CY.—Notwithstanding any other provision of law ex-
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cept for any rules or guidance issued under sub-
section (b)(2), whenever the appropriate Federal 
banking agency has reasonable cause to believe that 
a banking entity or nonbank financial company su-
pervised by the Board has made an investment or 
engaged in an activity in a manner that either vio-
lates the restrictions under this section, or that 
functions as an evasion of the requirements of this 
section (including through an abuse of any permitted 
activity), such appropriate Federal banking agency 
shall order, after due notice and opportunity for 
hearing, the banking entity or nonbank financial 
company supervised by the Board to terminate the 
activity and, as relevant, dispose of the investment. 
‘‘(2) SECURITIES AND EXCHANGE COMMISSION 
AND COMMODITY FUTURES TRADING COMMISSION.— 
‘‘(A) IN GENERAL.—Notwithstanding any 
other provision of law except for any rules or 
guidance issued under subsection (b)(2), when-
ever the Securities and Exchange Commission 
or the Commodity Futures Trading Commis-
sion, as appropriate, has reasonable cause to 
believe that a covered nonbank financial com-
pany for which the respective agency is the pri-
mary Federal regulator has made an investment 
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or engaged in an activity in a manner that ei-
ther violates the restrictions under this section, 
or that functions as an evasion of the require-
ments of this section (including through an 
abuse of any permitted activity), the Securities 
and Exchange Commission or the Commodity 
Futures Trading Commission, as appropriate, 
shall order, after due notice and opportunity for 
hearing, the covered nonbank financial company 
to terminate the activity and, as relevant, dis-
pose of the investment. 
‘‘(B) COVERED NONBANK FINANCIAL COM-
PANY DEFINED.—In this paragraph, the term 
‘covered nonbank financial company’ means a 
nonbank financial company (as defined in sec-
tion 102 of the Financial Stability Act of 2010) 
supervised by the Securities and Exchange 
Commission or the Commodity Futures Trading 
Commission, as appropriate.’’. 
(b) RULE OF CONSTRUCTION.—Nothing in this sec-
tion shall be construed to abrogate, reduce, or eliminate 
the backup authority of the Federal Deposit Insurance 
Corporation authority under the Dodd-Frank Wall Street 
Reform and Consumer Protection Act (12 U.S.C. 5301 
et seq.), the Federal Deposit Insurance Act (12 U.S.C. 
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1811), or Federal Deposit Insurance Corporation Im-
provement Act of 1991. 
SEC. 
928. 
EXCLUSION 
OF 
COMMUNITY 
BANKS 
FROM 
VOLCKER RULE. 
Section 13(h)(1) of the Bank Holding Company Act 
of 1956 (12 U.S.C. 1851(h)(1)) is amended— 
(1) in subparagraph (D), by redesignating 
clauses (i) and (ii) as subclauses (I) and (II), respec-
tively, and adjusting the margins accordingly; 
(2) by redesignating subparagraphs (A), (B), 
(C), and (D) as clauses (i), (ii), (iii), and (iv), re-
spectively, and adjusting the margins accordingly; 
(3) in the matter preceding clause (i), as so re-
designated, in the second sentence, by striking ‘‘in-
stitution that functions solely in a trust or fiduciary 
capacity, if—’’ and inserting the following: ‘‘institu-
tion— 
‘‘(A) that functions solely in a trust or fi-
duciary capacity, if—’’; 
(4) in clause (iv)(II), as so redesignated, by 
striking the period at the end and inserting ‘‘; or’’; 
and 
(5) by adding at the end the following: 
‘‘(B) that does not have and is not con-
trolled by a company that has— 
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‘‘(i) more than $10,000,000,000 in 
total consolidated assets; and 
‘‘(ii) total trading assets and trading 
liabilities, as reported on the most recent 
applicable regulatory filing filed by the in-
stitution, that are more than 5 percent of 
total consolidated assets.’’. 
Subtitle S—Financial Institution 
Living Will Improvement Act 
SEC. 929. LIVING WILL REFORMS. 
(a) IN GENERAL.—Section 165(d) of the Dodd- 
Frank Wall Street Reform and Consumer Protection Act 
(12 U.S.C. 5365(d)) is amended— 
(1) in paragraph (1), by striking ‘‘periodically’’ 
and inserting ‘‘every 2 years’’; and 
(2) in paragraph (3)— 
(A) by striking ‘‘The Board’’ and inserting 
the following: 
‘‘(A) IN GENERAL.—The Board’’; 
(B) by striking ‘‘shall review’’ and insert-
ing the following: ‘‘shall— 
‘‘(i) review’’; 
(C) by striking the period and inserting ‘‘; 
and’’; and 
(D) by adding at the end the following: 
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‘‘(ii) not later than the end of the 6- 
month period beginning on the date the 
company submits the resolution plan, pro-
vide feedback to the company on such 
plan. 
‘‘(B) 
DISCLOSURE
OF
ASSESSMENT 
FRAMEWORK.—The Board of Governors and 
the Corporation shall publicly disclose the as-
sessment framework that is used to review in-
formation under this paragraph.’’. 
(b) TREATMENT OF OTHER RESOLUTION PLAN RE-
QUIREMENTS.— 
(1) IN GENERAL.—With respect to an appro-
priate Federal banking agency that requires a bank-
ing organization to submit to the agency a resolution 
plan not described under section 165(d) of the 
Dodd-Frank Wall Street Reform and Consumer Pro-
tection Act— 
(A) the respective agency shall ensure that 
the review of such resolution plan is consistent 
with the requirements contained in the amend-
ments made by this subtitle; 
(B) the agency may not require the sub-
mission of such a resolution plan more often 
than every 2 years; and 
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(C) paragraphs (6) and (7) of such section 
165(d) shall apply to such a resolution plan. 
(2) DEFINITIONS.—For purposes of this sub-
section: 
(A) 
APPROPRIATE
FEDERAL
BANKING 
AGENCY.—The 
term 
‘‘appropriate 
Federal 
banking agency’’— 
(i) has the meaning given such term 
under section 3 of the Federal Deposit In-
surance Act; and 
(ii) means the National Credit Union 
Administration, in the case of an insured 
credit union. 
(B) BANKING ORGANIZATION.—The term 
‘‘banking organization’’ means— 
(i) an insured depository institution; 
(ii) an insured credit union; 
(iii) a depository institution holding 
company; 
(iv) a company that is treated as a 
bank holding company for purposes of sec-
tion 8 of the International Banking Act; 
and 
(v) a U.S. intermediate holding com-
pany established by a foreign banking or-
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ganization pursuant to section 252.153 of 
title 12, Code of Federal Regulations. 
(C) INSURED CREDIT UNION.—The term 
‘‘insured credit union’’ has the meaning given 
that term under section 101 of the Federal 
Credit Union Act. 
(D) OTHER BANKING TERMS.—The terms 
‘‘depository institution holding company’’ and 
‘‘insured depository institution’’ have the mean-
ing given those terms, respectively, under sec-
tion 3 of the Federal Deposit Insurance Act. 
(c) RULE OF CONSTRUCTION.—Nothing in this sub-
title, or any amendment made by this subtitle, shall be 
construed as limiting the authority of an appropriate Fed-
eral banking agency (as defined under subsection (b)(2)) 
to obtain information from an institution in connection 
with such agency’s authority to examine or require reports 
from the institution. 
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Subtitle T—Financial Institutions 
Examination Fairness and Re-
form Act 
SEC. 930. AMENDMENT TO DEFINITION OF FINANCIAL IN-
STITUTION. 
Section 1003(3) of the Federal Financial Institutions 
Examination Council Act of 1978 (12 U.S.C. 3302(3)) is 
amended to read as follows: 
‘‘(3) the term ‘financial institution’— 
‘‘(A) means a commercial bank, a savings 
bank, a trust company, a savings association, a 
building and loan association, a homestead as-
sociation, a cooperative bank, or a credit union; 
and 
‘‘(B) for purposes of sections 1012, 1013, 
and 1014, includes a nondepository covered per-
son subject to supervision by the Bureau of 
Consumer Financial Protection under section 
1024 of the Consumer Financial Protection Act 
of 2010 (12 U.S.C. 5514).’’. 
SEC. 931. TIMELINESS OF EXAMINATION REPORTS. 
The Federal Financial Institutions Examination 
Council Act of 1978 (12 U.S.C. 3301 et seq.) is amended 
by adding at the end the following: 
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‘‘SEC. 1012. TIMELINESS OF EXAMINATION REPORTS. 
‘‘(a) IN GENERAL.— 
‘‘(1) FINAL EXAMINATION REPORT.—A Federal 
financial institutions regulatory agency shall provide 
a final examination report to a financial institution 
not later than 60 days after the later of— 
‘‘(A) the exit interview for an examination 
of the institution; or 
‘‘(B) the provision of additional informa-
tion by the institution relating to the examina-
tion. 
‘‘(2) EXIT INTERVIEW.—If a financial institu-
tion is not subject to a resident examiner program, 
the exit interview shall occur not later than the end 
of the 9-month period beginning on the commence-
ment of the examination, except that such period 
may be extended by the Federal financial institu-
tions regulatory agency by providing written notice 
to the institution and the Independent Examination 
Review Director describing with particularity the 
reasons that a longer period is needed to complete 
the examination. 
‘‘(b) EXAMINATION MATERIALS.—Upon the request 
of a financial institution, the Federal financial institutions 
regulatory agency shall include with the final report an 
appendix listing all examination or other factual informa-
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tion relied upon by the agency in support of a material 
supervisory determination.’’. 
SEC. 932. INDEPENDENT EXAMINATION REVIEW DIRECTOR. 
The Federal Financial Institutions Examination 
Council Act of 1978 (12 U.S.C. 3301 et seq.), as amended 
by section 931, is further amended by adding at the end 
the following: 
‘‘SEC. 1013. OFFICE OF INDEPENDENT EXAMINATION RE-
VIEW. 
‘‘(a) ESTABLISHMENT.—There is established in the 
Council an Office of Independent Examination Review 
(the ‘Office’). 
‘‘(b) HEAD OF OFFICE.—There is established the po-
sition of the Independent Examination Review Director 
(the ‘Director’), as the head of the Office. The Director 
shall be appointed by the Council and shall be independent 
from any member agency of the Council. 
‘‘(c) TERM.—The Director shall serve for a term of 
5 years, and may be appointed to serve a subsequent 5- 
year term. 
‘‘(d) STAFFING.—The Director is authorized to hire 
staff to support the activities of the Office. 
‘‘(e) DUTIES.—The Director shall— 
‘‘(1) receive and, at the Director’s discretion, 
investigate complaints from financial institutions, 
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their representatives, or another entity acting on be-
half of such institutions, concerning examinations, 
examination practices, or examination reports; 
‘‘(2) hold meetings, at least once every three 
months and in locations designed to encourage par-
ticipation from all sections of the United States, 
with financial institutions, their representatives, or 
another entity acting on behalf of such institutions, 
to discuss examination procedures, examination 
practices, or examination policies; 
‘‘(3) in accordance with subsection (f), review 
examination procedures of the Federal financial in-
stitutions regulatory agencies to ensure that the 
written examination policies of those agencies are 
being followed in practice and adhere to the stand-
ards for consistency established by the Council; 
‘‘(4) conduct a continuing and regular review of 
examination quality assurance for all examination 
types conducted by the Federal financial institutions 
regulatory agencies; 
‘‘(5) adjudicate any supervisory appeal initiated 
under section 1014; and 
‘‘(6) report annually to the Committee on Fi-
nancial Services of the House of Representatives, the 
Committee on Banking, Housing, and Urban Affairs 
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of the Senate, and the Council, on the reviews car-
ried out pursuant to paragraphs (3) and (4), includ-
ing compliance with the requirements set forth in 
section 1012 regarding timeliness of examination re-
ports, and the Council’s recommendations for im-
provements in examination procedures, practices, 
and policies. 
‘‘(f) STANDARD FOR REVIEWING EXAMINATION PRO-
CEDURES.—In conducting reviews pursuant to subsection 
(e)(4), the Director shall prioritize factors relating to the 
safety and soundness of the financial system of the United 
States. 
‘‘(g) REMOVAL.—If the Director is removed from of-
fice, the Council shall communicate in writing the reasons 
for any such removal to the Committee on Financial Serv-
ices of the House of Representatives and the Committee 
on Banking, Housing, and Urban Affairs of the Senate 
not later than 30 days before the removal. 
‘‘(h) CONFIDENTIALITY.—The Director shall keep 
confidential all meetings with, discussions with, and infor-
mation provided by financial institutions.’’. 
SEC. 933. RIGHT TO INDEPENDENT REVIEW OF MATERIAL 
SUPERVISORY DETERMINATIONS. 
The Federal Financial Institutions Examination 
Council Act of 1978 (12 U.S.C. 3301 et seq.), as amended 
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by section 932, is further amended by adding at the end 
the following: 
‘‘SEC. 1014. RIGHT TO INDEPENDENT REVIEW OF MATERIAL 
SUPERVISORY DETERMINATIONS. 
‘‘(a) IN GENERAL.—A financial institution shall have 
the right to obtain an independent review of a material 
supervisory determination contained in a final report of 
examination. 
‘‘(b) NOTICE.— 
‘‘(1) TIMING.—A financial institution seeking 
review of a material supervisory determination under 
this section shall file a written notice with the Inde-
pendent Examination Review Director (the ‘Direc-
tor’) within 60 days after receiving the final report 
of examination that is the subject of such review. 
‘‘(2) IDENTIFICATION
OF
DETERMINATION.— 
The written notice shall identify the material super-
visory determination that is the subject of the inde-
pendent examination review, and a statement of the 
reasons why the institution believes that the deter-
mination is incorrect or should otherwise be modi-
fied. 
‘‘(3) INFORMATION TO BE PROVIDED TO INSTI-
TUTION.—Any information relied upon by the agen-
cy in the final report that is not in the possession 
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of the financial institution may be requested by the 
financial institution and shall be delivered promptly 
by the agency to the financial institution. 
‘‘(c) RIGHT TO HEARING.— 
‘‘(1) IN GENERAL.—The Director shall deter-
mine the merits of the appeal on the record or, at 
the financial institution’s election, shall refer the ap-
peal to an Administrative Law Judge to conduct a 
confidential hearing pursuant to the procedures set 
forth under sections 556 and 557 of title 5, United 
States Code, which hearing shall take place not later 
than 60 days after the petition for review was re-
ceived by the Director, and to issue a proposed deci-
sion to the Director based upon the record estab-
lished at such hearing. 
‘‘(2) STANDARD OF REVIEW.—In rendering a 
determination or recommendation under this sub-
section, neither the Administrative Law Judge nor 
the Director shall defer to the opinions of the exam-
iner or agency, but shall conduct a de novo review 
to independently determine the appropriateness of 
the agency’s decision based upon the relevant stat-
utes, regulations, and other appropriate guidance, as 
well as evidence adduced at any hearing. 
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