317 
repealed by such Act shall be restored or revived as if such 
Act had not been enacted into law. 
(b)(1) Section 450 of the District of Columbia Home 
Rule Act (sec. 1–204.50, D.C. Official Code) is amend-
ed— 
(A) in the first sentence, by striking ‘‘The 
General Fund’’ and inserting ‘‘(a) IN GEN-
ERAL.—The General Fund’’; and 
(B) by adding at the end the following new 
subsection: 
‘‘(b) APPLICATION
OF FEDERAL APPROPRIATIONS 
PROCESS.—Nothing in this Act shall be construed as cre-
ating a continuing appropriation of the General Fund de-
scribed in subsection (a). All funds provided for the Dis-
trict of Columbia shall be appropriated on an annual fiscal 
year basis through the Federal appropriations process. 
For each fiscal year, the District shall be subject to all 
applicable requirements of subchapter III of chapter 13 
and subchapter II of chapter 15 of title 31, United States 
Code (commonly known as the ‘Anti-Deficiency Act’), the 
Budget and Accounting Act of 1921, and all other require-
ments and restrictions applicable to appropriations for 
such fiscal year.’’. 
(2) Section 603(a) of such Act (sec. 1–206.03(a), 
D.C. Official Code) is amended—
318 
(A) by striking ‘‘existing’’; and 
(B) by striking the period at the end and in-
serting the following: ‘‘, or as authorizing the Dis-
trict of Columbia to make any such change.’’. 
(3) The amendments made by this subsection shall 
take effect as if included in the enactment of the District 
of Columbia Home Rule Act. 
SEC. 820. Except as expressly provided otherwise, 
any reference to ‘‘this Act’’ contained in this title or in 
title IV shall be treated as referring only to the provisions 
of this title or of title IV. 
TITLE IX—FINANCIAL REFORM 
Subtitle A—Helping Angels Lead Our Startups Act 
Sec. 901. Definition of angel investor group. 
Sec. 902. Clarification of general solicitation. 
Subtitle B—Credit Access and Inclusion Act 
Sec. 903. Positive credit reporting permitted. 
Subtitle C—Small Business Mergers, Acquisitions, Sales and Brokerage 
Simplification Act 
Sec. 904. Registration exemption for merger and acquisition brokers. 
Sec. 905. Effective date. 
Subtitle D—Mortgage Choice Act 
Sec. 906. Definition of points and fees. 
Sec. 907. Rulemaking. 
Subtitle E—Fair Investment Opportunities for Professional Experts Act 
Sec. 908. Definition of accredited investor. 
Subtitle F—Fostering Innovation Act 
Sec. 909. Temporary exemption for low-revenue issuers. 
Subtitle G—End Banking for Human Traffickers Act 
Sec. 910. Increasing the role of the financial industry in combating human traf-
ficking.
319 
Sec. 911. Coordination of human trafficking issues by the Office of Terrorism 
and Financial Intelligence. 
Sec. 912. Additional reporting requirement under the Trafficking Victims Pro-
tection Act of 2000. 
Sec. 913. Minimum standards for the elimination of trafficking. 
Subtitle H—Investing in Main Street Act 
Sec. 914. Investment in small business investment companies. 
Subtitle I—Privacy Notification Technical Clarification Act 
Sec. 915. Exception to annual notice requirement. 
Subtitle J—Financial Institution Customer Protection Act 
Sec. 916. Requirements for deposit account termination requests and orders. 
Subtitle K—Encouraging Public Offerings Act 
Sec. 917. Expanding testing the waters and confidential submissions. 
Subtitle L—Risk-Based Credit Examination Act 
Sec. 918. Risk-Based Examinations of Nationally Recognized Statistical Rating 
Organizations. 
Subtitle M—Protection of Source Code Act 
Sec. 919. Procedure for obtaining certain intellectual property. 
Subtitle N—Family Office Technical Correction Act 
Sec. 920. Accredited investor clarification. 
Subtitle O—Market Data Protection Act 
Sec. 921. Internal risk controls. 
Subtitle P—Financial Stability Oversight Council Improvement Act 
Sec. 922. SIFI designation process. 
Sec. 923. Rule of construction. 
Subtitle Q—Expanding Access to Capital for Rural Job Creators Act 
Sec. 925. Access to capital for rural-area small businesses. 
Subtitle R—Volcker Rule Regulatory Harmonization Act 
Sec. 926. Rulemaking authority under the Volcker rule. 
Sec. 927. Enforcement; anti-evasion. 
Sec. 928. Exclusion of community banks from Volcker rule. 
Subtitle S—Financial Institution Living Will Improvement Act 
Sec. 929. Living will reforms. 
Subtitle T—Financial Institutions Examination Fairness and Reform Act 
Sec. 930. Amendment to definition of financial institution.
320 
Sec. 931. Timeliness of examination reports. 
Sec. 932. Independent Examination Review Director. 
Sec. 933. Right to independent review of material supervisory determinations. 
Sec. 934. Additional amendments. 
Subtitle U—TRID Improvement Act 
Sec. 936. Amendments to mortgage disclosure requirements. 
Subtitle V—Common Sense Credit Union Capital Relief Act 
Sec. 938. Delay in effective date. 
Subtitle W—Bureau of Consumer Financial Protection–Inspector General 
Reform Act 
Sec. 939. Appointment of Inspector General. 
Sec. 940. Requirements for the Inspector General for the Bureau of Consumer 
Financial Protection. 
Sec. 941. Effective date. 
Sec. 942. Transition period. 
Subtitle X—BCFP on Appropriations 
Sec. 943. Bureau appropriations. 
Subtitle Y—Stress Test Relief for Nonbanks 
Sec. 944. Stress test relief for nonbanks. 
Subtitle Z—Interaffiliate Language 
Sec. 945. Interaffiliate treatment with respect to initial margin requirements. 
Subtitle AA—Tailored Application of Prudential Standards 
Sec. 946. Tailored application of prudential standards. 
Subtitle BB—Authority to Remove Bureau Director 
Sec. 947. Authority to remove Bureau Director. 
Subtitle CC—Congressional Review of Bureau Rulemaking 
Sec. 948. Congressional review of Bureau rulemaking. 
Sec. 949. Budgetary effects of rules subject to section 802 of title 5, United 
States Code. 
Sec. 950. Government Accountability Office study of rules. 
Sec. 951. Effective date. 
Subtitle A—Helping Angels Lead 
Our Startups Act 
SEC. 901. DEFINITION OF ANGEL INVESTOR GROUP. 
As used in this subtitle, the term ‘‘angel investor 
group’’ means any group that—
321 
(1) is composed of accredited investors inter-
ested in investing personal capital in early-stage 
companies; 
(2) holds regular meetings and has defined 
processes and procedures for making investment de-
cisions, either individually or among the membership 
of the group as a whole; and 
(3) is neither associated nor affiliated with bro-
kers, dealers, or investment advisers. 
SEC. 902. CLARIFICATION OF GENERAL SOLICITATION. 
(a) IN GENERAL.—Not later than 6 months after the 
date of enactment of this Act, the Securities and Ex-
change Commission shall revise Regulation D of its rules 
(17 CFR 230.500 et seq.) to require that in carrying out 
the prohibition against general solicitation or general ad-
vertising contained in section 230.502(c) of title 17, Code 
of Federal Regulations, the prohibition shall not apply to 
a presentation or other communication made by or on be-
half of an issuer which is made at an event— 
(1) sponsored by— 
(A) the United States or any territory 
thereof, by the District of Columbia, by any 
State, by a political subdivision of any State or 
territory, or by any agency or public instrumen-
tality of any of the foregoing;
322 
(B) a college, university, or other institu-
tion of higher education; 
(C) a nonprofit organization; 
(D) an angel investor group; 
(E) a venture forum, venture capital asso-
ciation, or trade association; or 
(F) any other group, person or entity as 
the Securities and Exchange Commission may 
determine by rule; 
(2) where any advertising for the event does not 
reference any specific offering of securities by the 
issuer; 
(3) the sponsor of which— 
(A) 
does 
not 
make 
investment 
rec-
ommendations or provide investment advice to 
event attendees; 
(B) does not engage in an active role in 
any investment negotiations between the issuer 
and investors attending the event; 
(C) does not charge event attendees any 
fees other than administrative fees; and 
(D) does not receive any compensation 
with respect to such event that would require 
registration of the sponsor as a broker or a 
dealer under the Securities Exchange Act of
323 
1934, or as an investment advisor under the In-
vestment Advisers Act of 1940; and 
(4) where no specific information regarding an 
offering of securities by the issuer is communicated 
or distributed by or on behalf of the issuer, other 
than— 
(A) that the issuer is in the process of of-
fering securities or planning to offer securities; 
(B) the type and amount of securities 
being offered; 
(C) the amount of securities being offered 
that have already been subscribed for; and 
(D) the intended use of proceeds of the of-
fering. 
(b) RULE OF CONSTRUCTION.—Subsection (a) may 
only be construed as requiring the Securities and Ex-
change Commission to amend the requirements of Regula-
tion D with respect to presentations and communications, 
and not with respect to purchases or sales. 
Subtitle B—Credit Access and 
Inclusion Act 
SEC. 903. POSITIVE CREDIT REPORTING PERMITTED. 
(a) IN GENERAL.—Section 623 of the Fair Credit 
Reporting Act (15 U.S.C. 1681s–2) is amended by adding 
at the end the following new subsection:
324 
‘‘(f) FULL-FILE CREDIT REPORTING.— 
‘‘(1) IN GENERAL.—Subject to the limitation in 
paragraph (2) and notwithstanding any other provi-
sion of law, a person or the Secretary of Housing 
and Urban Development may furnish to a consumer 
reporting agency information relating to the per-
formance of a consumer in making payments— 
‘‘(A) under a lease agreement with respect 
to a dwelling, including such a lease in which 
the Department of Housing and Urban Devel-
opment provides subsidized payments for occu-
pancy in a dwelling; or 
‘‘(B) pursuant to a contract for a utility or 
telecommunications service. 
‘‘(2) LIMITATION.—Information about a con-
sumer’s usage of any utility services provided by a 
utility or telecommunication firm may be furnished 
to a consumer reporting agency only to the extent 
that such information relates to payment by the con-
sumer for the services of such utility or tele-
communication service or other terms of the provi-
sion of the services to the consumer, including any 
deposit, discount, or conditions for interruption or 
termination of the services.
325 
‘‘(3) PAYMENT PLAN.—An energy utility firm 
may not report payment information to a consumer 
reporting agency with respect to an outstanding bal-
ance of a consumer as late if— 
‘‘(A) the energy utility firm and the con-
sumer have entered into a payment plan (in-
cluding a deferred payment agreement, an ar-
rearage management program, or a debt for-
giveness program) with respect to such out-
standing balance; and 
‘‘(B) the consumer is meeting the obliga-
tions of the payment plan, as determined by the 
energy utility firm. 
‘‘(4) DEFINITIONS.—In this subsection, the fol-
lowing definitions shall apply: 
‘‘(A) ENERGY UTILITY FIRM.—The term 
‘energy utility firm’ means an entity that pro-
vides gas or electric utility services to the pub-
lic. 
‘‘(B) UTILITY
OR
TELECOMMUNICATION 
FIRM.—The term ‘utility or telecommunication 
firm’ means an entity that provides utility serv-
ices to the public through pipe, wire, landline, 
wireless, cable, or other connected facilities, or
326 
radio, electronic, or similar transmission (in-
cluding the extension of such facilities).’’. 
(b) LIMITATION ON LIABILITY.—Section 623(c) of 
the Consumer Credit Protection Act (15 U.S.C. 1681s– 
2(c)) is amended— 
(1) in paragraph (2), by striking ‘‘or’’ at the 
end; 
(2) by redesignating paragraph (3) as para-
graph (4); and 
(3) by inserting after paragraph (2) the fol-
lowing new paragraph: 
‘‘(3) subsection (f) of this section, including any 
regulations issued thereunder; or’’. 
(c) GAO STUDY AND REPORT.—Not later than 2 
years after the date of the enactment of this Act, the 
Comptroller General of the United States shall submit to 
Congress a report on the impact of furnishing information 
pursuant to subsection (f) of section 623 of the Fair Cred-
it Reporting Act (15 U.S.C. 1681s–2) (as added by this 
subtitle) on consumers.
327 
Subtitle C—Small Business Merg-
ers, Acquisitions, Sales and Bro-
kerage Simplification Act 
SEC. 904. REGISTRATION EXEMPTION FOR MERGER AND 
ACQUISITION BROKERS. 
Section 15(b) of the Securities Exchange Act of 1934 
(15 U.S.C. 78o(b)) is amended by adding at the end the 
following: 
‘‘(13) REGISTRATION EXEMPTION FOR MERGER 
AND ACQUISITION BROKERS.— 
‘‘(A) IN GENERAL.—Except as provided in 
subparagraph (B), an M&A broker shall be ex-
empt from registration under this section. 
‘‘(B) EXCLUDED
ACTIVITIES.—An M&A 
broker is not exempt from registration under 
this paragraph if such broker does any of the 
following: 
‘‘(i) Directly or indirectly, in connec-
tion with the transfer of ownership of an 
eligible privately held company, receives, 
holds, transmits, or has custody of the 
funds or securities to be exchanged by the 
parties to the transaction. 
‘‘(ii) Engages on behalf of an issuer in 
a public offering of any class of securities
328 
that is registered, or is required to be reg-
istered, with the Commission under section 
12 or with respect to which the issuer files, 
or is required to file, periodic information, 
documents, and reports under subsection 
(d). 
‘‘(iii) Engages on behalf of any party 
in a transaction involving a shell company, 
other than a business combination related 
shell company. 
‘‘(iv) Directly, or indirectly through 
any of its affiliates, provides financing re-
lated to the transfer of ownership of an eli-
gible privately held company. 
‘‘(v) Assists any party to obtain fi-
nancing from an unaffiliated third party 
without— 
‘‘(I) complying with all other ap-
plicable laws in connection with such 
assistance, including, if applicable, 
Regulation T (12 CFR 220 et seq.); 
and 
‘‘(II) disclosing any compensation 
in writing to the party.
330 
‘‘(i) suspension or revocation of reg-
istration under paragraph (4); 
‘‘(ii) a statutory disqualification de-
scribed in section 3(a)(39); 
‘‘(iii) a disqualification under the 
rules adopted by the Commission under 
section 926 of the Investor Protection and 
Securities Reform Act of 2010 (15 U.S.C. 
77d note); or 
‘‘(iv) a final order described in para-
graph (4)(H). 
‘‘(D) RULE OF CONSTRUCTION.—Nothing 
in this paragraph shall be construed to limit 
any other authority of the Commission to ex-
empt any person, or any class of persons, from 
any provision of this title, or from any provision 
of any rule or regulation thereunder. 
‘‘(E) DEFINITIONS.—In this paragraph: 
‘‘(i) 
BUSINESS
COMBINATION
RE-
LATED SHELL COMPANY.—The term ‘busi-
ness combination related shell company’ 
means a shell company that is formed by 
an entity that is not a shell company— 
‘‘(I) solely for the purpose of 
changing the corporate domicile of
331 
that entity solely within the United 
States; or 
‘‘(II) solely for the purpose of 
completing a business combination 
transaction (as defined under section 
230.165(f) of title 17, Code of Fed-
eral Regulations) among one or more 
entities other than the company itself, 
none of which is a shell company. 
‘‘(ii) CONTROL.—The term ‘control’ 
means the power, directly or indirectly, to 
direct the management or policies of a 
company, whether through ownership of 
securities, by contract, or otherwise. There 
is a presumption of control for any person 
who— 
‘‘(I) is a director, general part-
ner, member or manager of a limited 
liability company, or corporate officer 
of a corporation or limited liability 
company, and exercises executive re-
sponsibility (or has similar status or 
functions); 
‘‘(II) has the right to vote 25 
percent or more of a class of voting
332 
securities or the power to sell or direct 
the sale of 25 percent or more of a 
class of voting securities; or 
‘‘(III) in the case of a partner-
ship or limited liability company, has 
the right to receive upon dissolution, 
or has contributed, 25 percent or 
more of the capital. 
‘‘(iii) ELIGIBLE
PRIVATELY
HELD 
COMPANY.—The term ‘eligible privately 
held company’ means a privately held com-
pany that meets both of the following con-
ditions: 
‘‘(I) The company does not have 
any class of securities registered, or 
required to be registered, with the 
Commission under section 12 or with 
respect to which the company files, or 
is required to file, periodic informa-
tion, documents, and reports under 
subsection (d). 
‘‘(II) In the fiscal year ending 
immediately before the fiscal year in 
which the services of the M&A broker 
are initially engaged with respect to
333 
the securities transaction, the com-
pany meets either or both of the fol-
lowing conditions (determined in ac-
cordance with the historical financial 
accounting records of the company): 
‘‘(aa) The earnings of the 
company before interest, taxes, 
depreciation, and amortization 
are less than $25,000,000. 
‘‘(bb) The gross revenues of 
the 
company 
are 
less 
than 
$250,000,000. 
For purposes of this subclause, the 
Commission may by rule modify the 
dollar figures if the Commission deter-
mines that such a modification is nec-
essary or appropriate in the public in-
terest or for the protection of inves-
tors. 
‘‘(iv) M&A BROKER.—The term ‘M&A 
broker’ means a broker, and any person 
associated with a broker, engaged in the 
business of effecting securities transactions 
solely in connection with the transfer of 
ownership of an eligible privately held com-
334 
pany, regardless of whether the broker acts 
on behalf of a seller or buyer, through the 
purchase, sale, exchange, issuance, repur-
chase, or redemption of, or a business com-
bination involving, securities or assets of 
the eligible privately held company, if the 
broker reasonably believes that— 
‘‘(I) upon consummation of the 
transaction, any person acquiring se-
curities or assets of the eligible pri-
vately held company, acting alone or 
in concert, will control and, directly or 
indirectly, will be active in the man-
agement of the eligible privately held 
company or the business conducted 
with the assets of the eligible privately 
held company; and 
‘‘(II) if any person is offered se-
curities in exchange for securities or 
assets of the eligible privately held 
company, such person will, prior to 
becoming legally bound to consum-
mate the transaction, receive or have 
reasonable access to the most recent 
fiscal year-end financial statements of
335 
the issuer of the securities as custom-
arily prepared by the management of 
the issuer in the normal course of op-
erations and, if the financial state-
ments of the issuer are audited, re-
viewed, or compiled, any related state-
ment by the independent accountant, 
a balance sheet dated not more than 
120 days before the date of the offer, 
and information pertaining to the 
management, business, results of op-
erations for the period covered by the 
foregoing financial statements, and 
material loss contingencies of the 
issuer. 
‘‘(v) SHELL
COMPANY.—The term 
‘shell company’ means a company that at 
the time of a transaction with an eligible 
privately held company— 
‘‘(I) has no or nominal oper-
ations; and 
‘‘(II) has— 
‘‘(aa) no or nominal assets; 
‘‘(bb) assets consisting solely 
of cash and cash equivalents; or
336 
‘‘(cc) assets consisting of 
any amount of cash and cash 
equivalents and nominal other as-
sets. 
‘‘(F) INFLATION ADJUSTMENT.— 
‘‘(i) IN GENERAL.—On the date that 
is 5 years after the date of the enactment 
of the Small Business Mergers, Acquisi-
tions, Sales, and Brokerage Simplification 
Act of 2018, and every 5 years thereafter, 
each 
dollar 
amount 
in 
subparagraph 
(E)(ii)(II) shall be adjusted by— 
‘‘(I) dividing the annual value of 
the Employment Cost Index For 
Wages and Salaries, Private Industry 
Workers (or any successor index), as 
published by the Bureau of Labor 
Statistics, for the calendar year pre-
ceding the calendar year in which the 
adjustment is being made by the an-
nual value of such index (or suc-
cessor) for the calendar year ending 
December 31, 2012; and
337 
‘‘(II) multiplying such dollar 
amount by the quotient obtained 
under subclause (I). 
‘‘(ii) 
ROUNDING.—Each 
dollar 
amount determined under clause (i) shall 
be rounded to the nearest multiple of 
$100,000.’’. 
SEC. 905. EFFECTIVE DATE. 
This subtitle and any amendment made by this sub-
title shall take effect on the date that is 90 days after 
the date of the enactment of this Act. 
Subtitle D—Mortgage Choice Act 
SEC. 906. DEFINITION OF POINTS AND FEES. 
(a) AMENDMENT TO SECTION 103 OF TILA.—Sec-
tion 103(bb)(4) of the Truth in Lending Act (15 U.S.C. 
1602(bb)(4)) is amended— 
(1) by striking ‘‘paragraph (1)(B)’’ and insert-
ing ‘‘paragraph (1)(A) and section 129C’’; 
(2) in subparagraph (C)— 
(A) by inserting ‘‘and insurance’’ after 
‘‘taxes’’; 
(B) in clause (ii), by inserting ‘‘, except as 
retained by a creditor or its affiliate as a result 
of their participation in an affiliated business 
arrangement (as defined in section 2(7) of the
338 
Real Estate Settlement Procedures Act of 1974 
(12 U.S.C. 2602(7))’’ after ‘‘compensation’’; 
and 
(C) by striking clause (iii) and inserting 
the following: 
‘‘(iii) the charge is— 
‘‘(I) a bona fide third-party charge 
not retained by the mortgage originator, 
creditor, or an affiliate of the creditor or 
mortgage originator; or 
‘‘(II) a charge set forth in section 
106(e)(1);’’; and 
(3) in subparagraph (D)— 
(A) by striking ‘‘accident,’’; and 
(B) by striking ‘‘or any payments’’ and in-
serting ‘‘and any payments’’. 
(b) AMENDMENT TO SECTION 129C OF TILA.—Sec-
tion 129C of the Truth in Lending Act (15 U.S.C. 1639c) 
is amended— 
(1) in subsection (a)(5)(C), by striking ‘‘103’’ 
and all that follows through ‘‘or mortgage origi-
nator’’ and inserting ‘‘103(bb)(4)’’; and 
(2) in subsection (b)(2)(C)(i), by striking ‘‘103’’ 
and all that follows through ‘‘or mortgage origi-
nator)’’ and inserting ‘‘103(bb)(4)’’.
339 
SEC. 907. RULEMAKING. 
Not later than the end of the 90-day period beginning 
on the date of the enactment of this Act, the Bureau of 
Consumer Financial Protection shall issue final regula-
tions to carry out the amendments made by this subtitle, 
and such regulations shall be effective upon issuance. 
Subtitle E—Fair Investment Oppor-
tunities for Professional Experts 
Act 
SEC. 908. DEFINITION OF ACCREDITED INVESTOR. 
(a) IN GENERAL.—Section 2(a)(15) of the Securities 
Act of 1933 (15 U.S.C. 77b(a)(15) is amended— 
(1) by redesignating clauses (i) and (ii) as sub-
paragraphs (A) and (F), respectively; and 
(2) in subparagraph (A) (as so redesignated), 
by striking ‘‘; or’’ and inserting a semicolon, and in-
serting after such subparagraph the following: 
‘‘(B) any natural person whose individual 
net worth, or joint net worth with that person’s 
spouse, exceeds $1,000,000 (which amount, 
along with the amounts set forth in subpara-
graph (C), shall be adjusted for inflation by the 
Commission every 5 years to the nearest 
$10,000 to reflect the change in the Consumer 
Price Index for All Urban Consumers published 
by the Bureau of Labor Statistics) where, for
340 
purposes of calculating net worth under this 
subparagraph— 
‘‘(i) the person’s primary residence 
shall not be included as an asset; 
‘‘(ii) indebtedness that is secured by 
the person’s primary residence, up to the 
estimated fair market value of the primary 
residence at the time of the sale of securi-
ties, shall not be included as a liability (ex-
cept that if the amount of such indebted-
ness outstanding at the time of sale of se-
curities exceeds the amount outstanding 60 
days before such time, other than as a re-
sult of the acquisition of the primary resi-
dence, the amount of such excess shall be 
included as a liability); and 
‘‘(iii) indebtedness that is secured by 
the person’s primary residence in excess of 
the estimated fair market value of the pri-
mary residence at the time of the sale of 
securities shall be included as a liability; 
‘‘(C) any natural person who had an indi-
vidual income in excess of $200,000 in each of 
the 2 most recent years or joint income with 
that person’s spouse in excess of $300,000 in
341 
each of those years and has a reasonable expec-
tation of reaching the same income level in the 
current year; 
‘‘(D) any natural person who is currently 
licensed or registered as a broker or investment 
adviser by the Commission, the Financial In-
dustry Regulatory Authority, or an equivalent 
self-regulatory organization (as defined in sec-
tion 3(a)(26) of the Securities Exchange Act of 
1934), or the securities division of a State or 
the equivalent State division responsible for li-
censing or registration of individuals in connec-
tion with securities activities; 
‘‘(E) any natural person the Commission 
determines, by regulation, to have demonstrable 
education or job experience to qualify such per-
son as having professional knowledge of a sub-
ject related to a particular investment, and 
whose education or job experience is verified by 
the Financial Industry Regulatory Authority or 
an equivalent self-regulatory organization (as 
defined in section 3(a)(26) of the Securities Ex-
change Act of 1934); or’’. 
(b) RULEMAKING.—The Commission shall revise the 
definition of accredited investor under Regulation D (17
342 
CFR 230.501 et seq.) to conform with the amendments 
made by subsection (a). 
Subtitle F—Fostering Innovation 
Act 
SEC. 909. TEMPORARY EXEMPTION FOR LOW-REVENUE 
ISSUERS. 
Section 404 of the Sarbanes-Oxley Act of 2002 (15 
U.S.C. 7262) is amended by adding at the end the fol-
lowing: 
‘‘(d) TEMPORARY EXEMPTION FOR LOW-REVENUE 
ISSUERS.— 
‘‘(1) LOW-REVENUE
EXEMPTION.—Subsection 
(b) shall not apply with respect to an audit report 
prepared for an issuer that— 
‘‘(A) ceased to be an emerging growth 
company on the last day of the fiscal year of 
the issuer following the fifth anniversary of the 
date of the first sale of common equity securi-
ties of the issuer pursuant to an effective reg-
istration statement under the Securities Act of 
1933; 
‘‘(B) had average annual gross revenues of 
less than $50,000,000 as of its most recently 
completed fiscal year; and 
‘‘(C) is not a large accelerated filer.
343 
‘‘(2) EXPIRATION
OF
TEMPORARY
EXEMP-
TION.—An issuer ceases to be eligible for the exemp-
tion described under paragraph (1) at the earliest 
of— 
‘‘(A) the last day of the fiscal year of the 
issuer following the tenth anniversary of the 
date of the first sale of common equity securi-
ties of the issuer pursuant to an effective reg-
istration statement under the Securities Act of 
1933; 
‘‘(B) the last day of the fiscal year of the 
issuer during which the average annual gross 
revenues of the issuer exceed $50,000,000; or 
‘‘(C) the date on which the issuer becomes 
a large accelerated filer. 
‘‘(3) DEFINITIONS.—For purposes of this sub-
section: 
‘‘(A) AVERAGE
ANNUAL
GROSS
REVE-
NUES.—The term ‘average annual gross reve-
nues’ means the total gross revenues of an 
issuer over its most recently completed three 
fiscal years divided by three. 
‘‘(B) EMERGING GROWTH COMPANY.—The 
term ‘emerging growth company’ has the mean-
344 
ing given such term under section 3 of the Se-
curities Exchange Act of 1934 (15 U.S.C. 78c). 
‘‘(C) LARGE
ACCELERATED
FILER.—The 
term ‘large accelerated filer’ has the meaning 
given that term under section 240.12b–2 of title 
17, Code of Federal Regulations, or any suc-
cessor thereto.’’. 
Subtitle G—End Banking for 
Human Traffickers Act 
SEC. 910. INCREASING THE ROLE OF THE FINANCIAL IN-
DUSTRY 
IN 
COMBATING 
HUMAN 
TRAF-
FICKING. 
(a) TREASURY AS A MEMBER OF THE PRESIDENT’S 
INTERAGENCY TASK FORCE TO MONITOR AND COMBAT 
TRAFFICKING.—Section 105(b) of the Victims of Traf-
ficking and Violence Protection Act of 2000 (22 U.S.C. 
7103(b)) is amended by inserting ‘‘the Secretary of the 
Treasury,’’ after ‘‘the Secretary of Education,’’. 
(b) REQUIRED REVIEW OF PROCEDURES.—Not later 
than 180 days after the date of the enactment of this Act, 
the Financial Institutions Examination Council, in con-
sultation with the Secretary of the Treasury, the private 
sector, and appropriate law enforcement agencies, shall— 
(1) review and enhance training and examina-
tions procedures to improve the capabilities of anti-
345 
money laundering and countering the financing of 
terrorism programs to detect financial transactions 
relating to severe forms of trafficking in persons; 
(2) review and enhance procedures for referring 
potential cases relating to severe forms of trafficking 
in persons to the appropriate law enforcement agen-
cy; and 
(3) determine, as appropriate, whether require-
ments for financial institutions are sufficient to de-
tect and deter money laundering relating to severe 
forms of trafficking in persons. 
(c) INTERAGENCY TASK FORCE RECOMMENDATIONS 
TARGETING MONEY LAUNDERING RELATED TO HUMAN 
TRAFFICKING.— 
(1) IN
GENERAL.—Not later than 270 days 
after the date of the enactment of this Act, the 
Interagency Task Force to Monitor and Combat 
Trafficking shall submit to the Committee on Finan-
cial Services and the Committee on the Judiciary of 
the House of Representatives, the Committee on 
Banking, Housing, and Urban Affairs and the Com-
mittee on the Judiciary of the Senate, and the head 
of each appropriate Federal banking agency— 
(A) an analysis of anti-money laundering 
efforts of the United States Government and
346 
United States financial institutions relating to 
severe forms of trafficking in persons; and 
(B) appropriate legislative, administrative, 
and other recommendations to strengthen ef-
forts against money laundering relating to se-
vere forms of trafficking in persons. 
(2) REQUIRED RECOMMENDATIONS.—The rec-
ommendations under paragraph (1) shall include— 
(A) feedback from financial institutions on 
best practices of successful programs to combat 
severe forms of trafficking in persons currently 
in place that may be suitable for broader adop-
tion by similarly situated financial institutions; 
(B) feedback from stakeholders, including 
victims of severe forms of trafficking in persons 
and financial institutions, on policy proposals 
derived from the analysis conducted by the task 
force referred to in paragraph (1) that would 
enhance the efforts and programs of financial 
institutions to detect and deter money laun-
dering relating to severe forms of trafficking in 
persons, including any recommended changes to 
internal policies, procedures, and controls relat-
ing to severe forms of trafficking in persons;
347 
(C) any recommended changes to training 
programs at financial institutions to better 
equip employees to deter and detect money 
laundering relating to severe forms of traf-
ficking in persons; 
(D) any recommended changes to expand 
information sharing relating to severe forms of 
trafficking in persons among financial institu-
tions and between such financial institutions, 
appropriate law enforcement agencies, and ap-
propriate Federal agencies; and 
(E) recommended changes, if necessary, to 
existing statutory law to more effectively detect 
and deter money laundering relating to severe 
forms of trafficking in persons, where such 
money laundering involves the use of emerging 
technologies and virtual currencies. 
(d) LIMITATION.—Nothing in this subtitle shall be 
construed to grant rulemaking authority to the Inter-
agency Task Force to Monitor and Combat Trafficking. 
(e) DEFINITIONS.—As used in this section— 
(1) the term ‘‘appropriate Federal banking 
agency’’ has the meaning given the term in section 
3(q) of the Federal Deposit Insurance Act (12 
U.S.C. 1813(q));
348 
(2) the term ‘‘severe forms of trafficking in per-
sons’’ has the meaning given such term in section 
103 of the Trafficking Victims Protection Act of 
2000 (22 U.S.C. 7102); 
(3) the term ‘‘Interagency Task Force to Mon-
itor and Combat Trafficking’’ means the Interagency 
Task Force to Monitor and Combat Trafficking es-
tablished by the President pursuant to section 105 
of the Victims of Trafficking and Violence Protec-
tion Act of 2000 (22 U.S.C. 7103); and 
(4) the term ‘‘law enforcement agency’’ means 
an agency of the United States, a State, or a polit-
ical subdivision of a State, authorized by law or by 
a government agency to engage in or supervise the 
prevention, detection, investigation, or prosecution of 
any violation of criminal or civil law. 
SEC. 911. COORDINATION OF HUMAN TRAFFICKING ISSUES 
BY THE OFFICE OF TERRORISM AND FINAN-
CIAL INTELLIGENCE. 
(a) FUNCTIONS.—Section 312(a)(4) of title 31, 
United States Code, is amended— 
(1) by redesignating subparagraphs (E), (F), 
and (G) as subparagraphs (F), (G), and (H), respec-
tively; and
349 
(2) by inserting after subparagraph (D) the fol-
lowing: 
‘‘(E) combating illicit financing relating to 
severe forms of trafficking in persons;’’. 
(b) INTERAGENCY COORDINATION.—Section 312(a) 
of title 31, United States Code, is amended by adding at 
the end the following: 
‘‘(8) INTERAGENCY COORDINATION.—The Sec-
retary of the Treasury, after consultation with the 
Undersecretary for Terrorism and Financial Crimes, 
shall designate an office within the OTFI that shall 
coordinate efforts to combat the illicit financing of 
severe forms of trafficking in persons with— 
‘‘(A) other offices of the Department of the 
Treasury; 
‘‘(B) other Federal agencies, including— 
‘‘(i) the Office to Monitor and Combat 
Trafficking in Persons of the Department 
of State; and 
‘‘(ii) the Interagency Task Force to 
Monitor and Combat Trafficking; 
‘‘(C) State and local law enforcement agen-
cies; and 
‘‘(D) foreign governments.’’.
350 
(c) DEFINITION.—Section 312(a) of title 31, United 
States Code, as amended by this section, is further amend-
ed by adding at the end the following: 
‘‘(9) DEFINITION.—In this subsection, the term 
‘severe forms of trafficking in persons’ has the 
meaning given such term in section 103 of the Traf-
ficking Victims Protection Act of 2000 (22 U.S.C. 
7102).’’. 
SEC. 912. ADDITIONAL REPORTING REQUIREMENT UNDER 
THE 
TRAFFICKING 
VICTIMS 
PROTECTION 
ACT OF 2000. 
Section 105(d)(7) of the Trafficking Victims Protec-
tion Act of 2000 (22 U.S.C. 7103(d)(7)) is amended— 
(1) in the matter preceding subparagraph (A)— 
(A) by inserting ‘‘the Committee on Finan-
cial Services,’’ after ‘‘the Committee on Foreign 
Affairs,’’; and 
(B) by inserting ‘‘the Committee on Bank-
ing, Housing, and Urban Affairs,’’ after ‘‘the 
Committee on Foreign Relations,’’; 
(2) in subparagraph (Q)(vii), by striking ‘‘; 
and’’ and inserting a semicolon; 
(3) in subparagraph (R), by striking the period 
at the end and inserting ‘‘; and’’; and 
(4) by adding at the end the following:
351 
‘‘(S) the efforts of the United States to 
eliminate money laundering relating to severe 
forms of trafficking in persons and the number 
of investigations, arrests, indictments, and con-
victions in money laundering cases with a nexus 
to severe forms of trafficking in persons.’’. 
SEC. 913. MINIMUM STANDARDS FOR THE ELIMINATION OF 
TRAFFICKING. 
Section 108(b) of the Trafficking Victims Protection 
Act of 2000 (22 U.S.C. 7106(b)) is amended by adding 
at the end the following new paragraph: 
‘‘(13) Whether the government of the country, 
consistent with the capacity of the country, has in 
effect a framework to prevent financial transactions 
involving the proceeds of severe forms of trafficking 
in persons, and is taking steps to implement such a 
framework, including by investigating, prosecuting, 
convicting, and sentencing individuals who attempt 
or conduct such transactions.’’. 
Subtitle H—Investing in Main 
Street Act 
SEC. 914. INVESTMENT IN SMALL BUSINESS INVESTMENT 
COMPANIES. 
Section 302(b) of the Small Business Investment Act 
of 1958 (15 U.S.C. 682(b)) is amended—
352 
(1) in paragraph (1), by inserting before the pe-
riod the following: ‘‘or, subject to the approval of the 
appropriate Federal banking agency, 15 percent of 
such capital and surplus’’; 
(2) in paragraph (2), by inserting before the pe-
riod the following: ‘‘or, subject to the approval of the 
appropriate Federal banking agency, 15 percent of 
such capital and surplus’’; and 
(3) by adding at the end the following: 
‘‘(3) APPROPRIATE FEDERAL BANKING AGENCY 
DEFINED.—For purposes of this subsection, the 
term ‘appropriate Federal banking agency’ has the 
meaning given that term under section 3 of the Fed-
eral Deposit Insurance Act.’’. 
Subtitle I—Privacy Notification 
Technical Clarification Act 
SEC. 915. EXCEPTION TO ANNUAL NOTICE REQUIREMENT. 
Section 503 of the Gramm-Leach-Bliley Act (15 
U.S.C. 6803) is amended by adding at the end the fol-
lowing: 
‘‘(g) ADDITIONAL EXCEPTION TO ANNUAL NOTICE 
REQUIREMENT.— 
‘‘(1) IN
GENERAL.—A vehicle financial com-
pany that has not changed its policies and practices 
with regard to disclosing nonpublic personal infor-
353 
mation from the policies and practices that were dis-
closed in the most recent disclosure sent to con-
sumers in accordance with this section shall not be 
required to provide an annual disclosure under this 
section if— 
‘‘(A) the vehicle financial company makes 
its current policy available to consumers on its 
website and via mail upon written request sent 
to a designated address identified for the pur-
pose of requesting the policy or upon telephone 
request made using a toll free consumer service 
telephone number; 
‘‘(B) the vehicle financial company con-
spicuously notifies consumers of the availability 
of the current policy, including— 
‘‘(i) with respect to consumers who 
are entitled to a periodic billing statement, 
a message on the front page of each peri-
odic billing statement; and 
‘‘(ii) with respect to consumers who 
are not entitled to a periodic billing state-
ment, through other reasonable means 
such as through a link on the landing page 
of the company’s website or with other 
written communication, including elec-
354 
tronic communication, sent to the con-
sumer; and 
‘‘(C) the vehicle financial company— 
‘‘(i) provides consumers with the abil-
ity to opt out, subject to any exemption or 
exception provided under subsection (b)(2) 
or (e) of section 502 or under regulations 
prescribed under section 504(b), of having 
the consumer’s nonpublic personal infor-
mation disclosed to a nonaffiliated third 
party; and 
‘‘(ii) includes a description about 
where to locate the procedures for a con-
sumer to select such opt out in each peri-
odic billing statement sent to the con-
sumer. 
‘‘(2) TREATMENT OF MULTIPLE POLICIES.—If 
a vehicle financial company maintains more than one 
set of policies described under paragraph (1) that 
vary depending on the consumer’s account status or 
State of residence, the vehicle financial company 
may comply with the website posting requirement in 
paragraph (1)(A) by posting all of such policies to 
the public section of the vehicle financial company’s
355 
website, with instructions for choosing the applicable 
policy. 
‘‘(3) 
VEHICLE
FINANCIAL
COMPANY
DE-
FINED.—For purposes of this subsection, the term 
‘vehicle financial company’ means— 
‘‘(A) a financial institution that— 
‘‘(i) is regularly engaged in the busi-
ness of extending credit for the purchase of 
vehicles; 
‘‘(ii) is affiliated with a vehicle manu-
facturer; and 
‘‘(iii) only shares nonpublic personal 
information 
of 
consumers 
with 
non-
affiliated third parties that are vehicle 
dealers; or 
‘‘(B) a financial institution that— 
‘‘(i) regularly engages in the business 
of extending credit for the purchase or 
lease of vehicles from vehicle dealers; or 
‘‘(ii) purchases vehicle installment 
sales contracts or leases from vehicle deal-
ers.’’.
356 
Subtitle J—Financial Institution 
Customer Protection Act 
SEC. 916. REQUIREMENTS FOR DEPOSIT ACCOUNT TERMI-
NATION REQUESTS AND ORDERS. 
(a) TERMINATION REQUESTS OR ORDERS MUST BE 
VALID.— 
(1) IN
GENERAL.—An appropriate Federal 
banking agency may not formally or informally re-
quest or order a depository institution to terminate 
a specific customer account or group of customer ac-
counts or to otherwise restrict or discourage a de-
pository institution from entering into or maintain-
ing a banking relationship with a specific customer 
or group of customers unless— 
(A) the agency has a valid reason for such 
request or order; and 
(B) such reason is not based solely on rep-
utation risk. 
(2) 
TREATMENT
OF
NATIONAL
SECURITY 
THREATS.—If an appropriate Federal banking agen-
cy believes a specific customer or group of customers 
is, or is acting as a conduit for, an entity which— 
(A) poses a threat to national security; 
(B) is involved in terrorist financing;
357 
(C) is an agency of the Government of 
Iran, North Korea, Syria, or any country listed 
from time to time on the State Sponsors of 
Terrorism list; 
(D) is located in, or is subject to the juris-
diction of, any country specified in subpara-
graph (C); or 
(E) does business with any entity described 
in subparagraph (C) or (D), unless the appro-
priate Federal banking agency determines that 
the customer or group of customers has used 
due diligence to avoid doing business with any 
entity described in subparagraph (C) or (D), 
such belief shall satisfy the requirement under para-
graph (1). 
(b) NOTICE REQUIREMENT.— 
(1) IN GENERAL.—If an appropriate Federal 
banking agency formally or informally requests or 
orders a depository institution to terminate a spe-
cific customer account or a group of customer ac-
counts, the agency shall— 
(A) provide such request or order to the 
institution in writing; and 
(B) accompany such request or order with 
a written justification for why such termination
358 
is needed, including any specific laws or regula-
tions the agency believes are being violated by 
the customer or group of customers, if any. 
(2) JUSTIFICATION
REQUIREMENT.—A jus-
tification described under paragraph (1)(B) may not 
be based solely on the reputation risk to the deposi-
tory institution. 
(c) CUSTOMER NOTICE.— 
(1) NOTICE
REQUIRED.—Except as provided 
under paragraph (2) or as otherwise prohibited from 
being disclosed by law, if an appropriate Federal 
banking agency orders a depository institution to 
terminate a specific customer account or a group of 
customer accounts, the depository institution shall 
inform the specific customer or group of customers 
of the justification for the customer’s account termi-
nation described under subsection (b). 
(2) NOTICE PROHIBITED.— 
(A) NOTICE PROHIBITED IN CASES OF NA-
TIONAL SECURITY.—If an appropriate Federal 
banking agency requests or orders a depository 
institution to terminate a specific customer ac-
count or a group of customer accounts based on 
a belief that the customer or customers pose a 
threat to national security, or are otherwise de-
359 
scribed under subsection (a)(2), neither the de-
pository institution nor the appropriate Federal 
banking agency may inform the customer or 
customers of the justification for the customer’s 
account termination. 
(B) 
NOTICE
PROHIBITED
IN
OTHER 
CASES.—If an appropriate Federal banking 
agency determines that the notice required 
under paragraph (1) may interfere with an au-
thorized criminal investigation, neither the de-
pository institution nor the appropriate Federal 
banking agency may inform the specific cus-
tomer or group of customers of the justification 
for the customer’s account termination. 
(d) REPORTING REQUIREMENT.—Each appropriate 
Federal banking agency shall issue an annual report to 
the Congress stating— 
(1) the aggregate number of specific customer 
accounts that the agency requested or ordered a de-
pository institution to terminate during the previous 
year; and 
(2) the legal authority on which the agency re-
lied in making such requests and orders and the fre-
quency on which the agency relied on each such au-
thority.
360 
(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’’;
361 
(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’’;
362 
(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
363 
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.’’.
364 
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.’’.
365 
(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:
366 
‘‘(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-
367 
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
368 
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.’’.
369 
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:
370 
‘‘(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
371 
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-
372 
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
374 
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-
375 
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
376 
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-
377 
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;
378 
‘‘(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
379 
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
380 
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
381 
‘‘(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—
382 
‘‘(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.
383 
‘‘(C) 
IMPLEMENTATION
OF
APPROVED 
PLAN.—With respect to a nonbank financial 
company’s plan approved by the Council under 
subparagraph (B), the company shall have one 
year to implement the plan, except that the 
Council, in its sole discretion and upon request 
from the nonbank financial company, may 
grant one or more extensions of the implemen-
tation period. 
‘‘(D) OVERSIGHT OF IMPLEMENTATION.— 
‘‘(i) PERIODIC REPORTS.—The Coun-
cil, acting through the Office of Financial 
Research, may require the submission of 
periodic reports from a nonbank financial 
company for the purpose of evaluating the 
company’s progress in implementing a plan 
approved by the Council under subpara-
graph (B). 
‘‘(ii) INSPECTIONS.—The Council may 
direct the primary financial regulatory 
agency of a nonbank financial company or 
its subsidiaries (or, if none, the Board of 
Governors) to inspect the company or its 
subsidiaries for the purpose of evaluating 
the implementation of the company’s plan.
384 
‘‘(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.—
385 
‘‘(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.—
386 
‘‘(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-
387 
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-
388 
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.
389 
‘‘(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—
390 
(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—
391 
‘‘(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
392 
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,
393 
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-
394 
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
395 
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.
396 
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—
403 
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,