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‘‘(II) foreign central banks; and 
‘‘(III) foreign ministries. 
‘‘(H) CONFIDENTIALITY AND INDEMNIFICA-
TION
AGREEMENT.—Before the security-based 
swap data repository may share information 
with any entity described in subparagraph 
(G)— 
‘‘(i) the security-based swap data re-
pository shall receive a written agreement 
from each entity stating that the entity 
shall abide by the confidentiality require-
ments described in section 24 relating to the 
information on security-based swap trans-
actions that is provided; and 
‘‘(ii) each entity shall agree to indem-
nify the security-based swap data repository 
and the Commission for any expenses aris-
ing from litigation relating to the informa-
tion provided under section 24. 
‘‘(6) DESIGNATION OF CHIEF COMPLIANCE OFFI-
CER.— 
‘‘(A) IN
GENERAL.—Each security-based 
swap data repository shall designate an indi-
vidual to serve as a chief compliance officer.
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‘‘(B) DUTIES.—The chief compliance officer 
shall— 
‘‘(i) report directly to the board or to 
the senior officer of the security-based swap 
data repository; 
‘‘(ii) review the compliance of the secu-
rity-based swap data repository with re-
spect to the core principles described in 
paragraph (7); 
‘‘(iii) in consultation with the board of 
the security-based swap data repository, a 
body performing a function similar to the 
board of the security-based swap data repos-
itory, or the senior officer of the security- 
based swap data repository, resolve any 
conflicts of interest that may arise; 
‘‘(iv) be responsible for administering 
each policy and procedure that is required 
to be established pursuant to this section; 
‘‘(v) ensure compliance with this title 
(including regulations) relating to agree-
ments, contracts, or transactions, including 
each rule prescribed by the Commission 
under this section;
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† HR 4173 PP
‘‘(vi) establish procedures for the reme-
diation of noncompliance issues identified 
by the chief compliance officer through 
any— 
‘‘(I) compliance office review; 
‘‘(II) look-back; 
‘‘(III) internal or external audit 
finding; 
‘‘(IV) self-reported error; or 
‘‘(V) validated complaint; and 
‘‘(vii) establish and follow appropriate 
procedures for the handling, management 
response, remediation, retesting, and closing 
of noncompliance issues. 
‘‘(C) ANNUAL REPORTS.— 
‘‘(i) IN GENERAL.—In accordance with 
rules prescribed by the Commission, the 
chief compliance officer shall annually pre-
pare and sign a report that contains a de-
scription of— 
‘‘(I) the compliance of the secu-
rity-based swap data repository of the 
chief compliance officer with respect to 
this title (including regulations); and
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‘‘(II) each policy and procedure of 
the security-based swap data repository 
of the chief compliance officer (includ-
ing the code of ethics and conflict of 
interest policies of the security-based 
swap data repository). 
‘‘(ii) REQUIREMENTS.—A compliance 
report under clause (i) shall— 
‘‘(I) accompany each appropriate 
financial report of the security-based 
swap data repository that is required 
to be furnished to the Commission pur-
suant to this section; and 
‘‘(II) include a certification that, 
under penalty of law, the compliance 
report is accurate and complete. 
‘‘(7) CORE PRINCIPLES APPLICABLE TO SECU-
RITY-BASED SWAP DATA REPOSITORIES.— 
‘‘(A) ANTITRUST CONSIDERATIONS.—Unless 
necessary or appropriate to achieve the purposes 
of this title, the swap data repository shall not— 
‘‘(i) adopt any rule or take any action 
that results in any unreasonable restraint of 
trade; or
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‘‘(ii) impose any material anticompeti-
tive burden on the trading, clearing, or re-
porting of transactions. 
‘‘(B) GOVERNANCE ARRANGEMENTS.—Each 
security-based swap data repository shall estab-
lish governance arrangements that are trans-
parent— 
‘‘(i) to fulfill public interest require-
ments; and 
‘‘(ii) to support the objectives of the 
Federal Government, owners, and partici-
pants. 
‘‘(C) CONFLICTS OF INTEREST.—Each secu-
rity-based swap data repository shall— 
‘‘(i) establish and enforce rules to min-
imize conflicts of interest in the decision- 
making process of the security-based swap 
data repository; and 
‘‘(ii) establish a process for resolving 
any conflicts of interest described in clause 
(i). 
‘‘(8) REQUIRED REGISTRATION FOR SECURITY- 
BASED SWAP DATA REPOSITORIES.—Any person that 
is required to be registered as a security-based swap 
data repository under this subsection shall register
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† HR 4173 PP
with the Commission, regardless of whether that per-
son is also licensed under the Commodity Exchange 
Act as a swap data repository. 
‘‘(9) RULES.—The Commission shall adopt rules 
governing persons that are registered under this sub-
section.’’. 
SEC. 764. REGISTRATION AND REGULATION OF SECURITY- 
BASED SWAP DEALERS AND MAJOR SECU-
RITY-BASED SWAP PARTICIPANTS. 
The Securities Exchange Act of 1934 (15 U.S.C. 78a 
et seq.) is amended by inserting after section 15E (15 
U.S.C. 78o–7) the following: 
‘‘SEC. 15F. REGISTRATION AND REGULATION OF SECURITY- 
BASED SWAP DEALERS AND MAJOR SECU-
RITY-BASED SWAP PARTICIPANTS. 
‘‘(a) REGISTRATION.— 
‘‘(1) SECURITY-BASED SWAP DEALERS.—It shall 
be unlawful for any person to act as a security-based 
swap dealer unless the person is registered as a secu-
rity-based swap dealer with the Commission. 
‘‘(2) MAJOR
SECURITY-BASED
SWAP
PARTICI-
PANTS.—It shall be unlawful for any person to act as 
a major security-based swap participant unless the 
person is registered as a major security-based swap 
participant with the Commission.
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‘‘(b) REQUIREMENTS.— 
‘‘(1) IN GENERAL.—A person shall register as a 
security-based swap dealer or major security-based 
swap participant by filing a registration application 
with the Commission. 
‘‘(2) CONTENTS.— 
‘‘(A) IN GENERAL.—The application shall 
be made in such form and manner as prescribed 
by the Commission, and shall contain such infor-
mation, as the Commission considers necessary 
concerning the business in which the applicant is 
or will be engaged. 
‘‘(B) CONTINUAL
REPORTING.—A person 
that is registered as a security-based swap dealer 
or major security-based swap participant shall 
continue to submit to the Commission reports 
that contain such information pertaining to the 
business of the person as the Commission may 
require. 
‘‘(3) EXPIRATION.—Each registration under this 
section shall expire at such time as the Commission 
may prescribe by rule or regulation. 
‘‘(4) RULES.—Except as provided in subsections 
(c), (e), and (f), the Commission may prescribe rules 
applicable to security-based swap dealers and major
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security-based swap participants, including rules that 
limit the activities of non-bank security-based swap 
dealers and non-bank major security-based swap par-
ticipants. 
‘‘(5) TRANSITION.—Not later than 1 year after 
the date of enactment of the Wall Street Transparency 
and Accountability Act of 2010, the Commission shall 
issue rules under this section to provide for the reg-
istration of security-based swap dealers and major se-
curity-based swap participants. 
‘‘(6) STATUTORY DISQUALIFICATION.—Except to 
the extent otherwise specifically provided by rule, reg-
ulation, or order of the Commission, it shall be un-
lawful for a security-based swap dealer or a major se-
curity-based swap participant to permit any person 
associated with a security-based swap dealer or a 
major security-based swap participant who is subject 
to a statutory disqualification to effect or be involved 
in effecting security-based swaps on behalf of the secu-
rity-based swap dealer or major security-based swap 
participant, if the security-based swap dealer or 
major security-based swap participant knew, or in 
the exercise of reasonable care should have known, of 
the statutory disqualification. 
‘‘(c) DUAL REGISTRATION.—
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‘‘(1) SECURITY-BASED SWAP DEALER.—Any per-
son that is required to be registered as a security- 
based swap dealer under this section shall register 
with the Commission, regardless of whether the person 
also is registered with the Commodity Futures Trad-
ing Commission as a swap dealer. 
‘‘(2) MAJOR
SECURITY-BASED
SWAP
PARTICI-
PANT.—Any person that is required to be registered 
as a major security-based swap participant under 
this section shall register with the Commission, re-
gardless of whether the person also is registered with 
the Commodity Futures Trading Commission as a 
major swap participant. 
‘‘(d) RULEMAKING.— 
‘‘(1) IN GENERAL.—The Commission shall adopt 
rules for persons that are registered as security-based 
swap dealers or major security-based swap partici-
pants under this section. 
‘‘(2) EXCEPTION
FOR
PRUDENTIAL
REQUIRE-
MENTS.— 
‘‘(A) IN GENERAL.—The Commission may 
not prescribe rules imposing prudential require-
ments on security-based swap dealers or major 
security-based swap participants that are deposi-
tory institutions, as that term is defined in sec-
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tion 3 of the Federal Deposit Insurance Act (12 
U.S.C. 1813). 
‘‘(B) APPLICABILITY.—Subparagraph (A) 
does not limit the authority of the Commission 
to prescribe appropriate business conduct, re-
porting, and recordkeeping requirements on secu-
rity-based swap dealers or major security-based 
swap participants that are depository institu-
tions to protect investors. 
‘‘(e) CAPITAL AND MARGIN REQUIREMENTS.— 
‘‘(1) IN GENERAL.— 
‘‘(A) SECURITY-BASED SWAP DEALERS AND 
MAJOR
SECURITY-BASED
SWAP
PARTICIPANTS 
THAT
ARE
DEPOSITORY
INSTITUTIONS.—Each 
registered security-based swap dealer and major 
security-based swap participant that is a deposi-
tory institution, as that term is defined in sec-
tion 3 of the Federal Deposit Insurance Act (12 
U.S.C. 1813), shall meet such minimum capital 
requirements and minimum initial and vari-
ation margin requirements as the appropriate 
Federal banking agency shall by rule or regula-
tion prescribe under paragraph (2)(A) to help 
ensure the safety and soundness of the security-
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† HR 4173 PP
based swap dealer or major security-based swap 
participant. 
‘‘(B) SECURITY-BASED SWAP DEALERS AND 
MAJOR
SECURITY-BASED
SWAP
PARTICIPANTS 
THAT
ARE
NOT
DEPOSITORY
INSTITUTIONS.— 
Each registered security-based swap dealer and 
major security-based swap participant that is 
not a depository institution, as that term is de-
fined in section 3 of the Federal Deposit Insur-
ance Act (12 U.S.C. 1813), shall meet such min-
imum capital requirements and minimum ini-
tial and variation margin requirements as the 
Commission shall by rule or regulation prescribe 
under paragraph (2)(B) to help ensure the safety 
and soundness of the security-based swap dealer 
or major security-based swap participant. 
‘‘(2) RULES.— 
‘‘(A) SECURITY-BASED SWAP DEALERS AND 
MAJOR
SECURITY-BASED
SWAP
PARTICIPANTS 
THAT ARE DEPOSITORY INSTITUTIONS.—The ap-
propriate Federal banking agencies, in consulta-
tion with the Commission and the Commodity 
Futures Trading Commission, shall adopt rules 
imposing capital and margin requirements 
under this subsection for security-based swap
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dealers and major security-based swap partici-
pants that are depository institutions, as that 
term is defined in section 3 of the Federal De-
posit Insurance Act (12 U.S.C. 1813). 
‘‘(B) SECURITY-BASED SWAP DEALERS AND 
MAJOR
SECURITY-BASED
SWAP
PARTICIPANTS 
THAT ARE NOT DEPOSITORY INSTITUTIONS.—The 
Commission shall adopt rules imposing capital 
and margin requirements under this subsection 
for security-based swap dealers and major secu-
rity-based swap participants that are not deposi-
tory institutions, as that term is defined in sec-
tion 3 of the Federal Deposit Insurance Act (12 
U.S.C. 1813). 
‘‘(3) CAPITAL.— 
‘‘(A) SECURITY-BASED SWAP DEALERS AND 
MAJOR
SECURITY-BASED
SWAP
PARTICIPANTS 
THAT ARE DEPOSITORY INSTITUTIONS.—The cap-
ital requirements prescribed under paragraph 
(2)(A) for security-based swap dealers and major 
security-based swap participants that are deposi-
tory institutions shall contain— 
‘‘(i) a capital requirement that is 
greater than zero for security-based swaps 
that are cleared by a clearing agency; and
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† HR 4173 PP
‘‘(ii) to offset the greater risk to the se-
curity-based swap dealer or major security- 
based swap participant and to the financial 
system arising from the use of security- 
based swaps that are not cleared, substan-
tially higher capital requirements for secu-
rity-based swaps that are not cleared by a 
clearing agency than for security-based 
swaps that are cleared. 
‘‘(B) SECURITY-BASED SWAP DEALERS AND 
MAJOR
SECURITY-BASED
SWAP
PARTICIPANTS 
THAT ARE NOT DEPOSITORY INSTITUTIONS.—The 
capital requirements prescribed under paragraph 
(2)(B) for security-based swap dealers and major 
security-based swap participants that are not de-
pository institutions shall be as strict as or 
stricter than the capital requirements prescribed 
for security-based swap dealers and major secu-
rity-based swap participants that are depository 
institutions under paragraph (2)(A). 
‘‘(C) RULE OF CONSTRUCTION.— 
‘‘(i) IN GENERAL.—Nothing in this sec-
tion shall limit, or be construed to limit, the 
authority—
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‘‘(I) of the Commission to set fi-
nancial responsibility rules for a 
broker or dealer registered pursuant to 
section 
15(b) 
(except 
for 
section 
15(b)(11) thereof) in accordance with 
section 15(c)(3); or 
‘‘(II) of the Commodity Futures 
Trading Commission to set financial 
responsibility rules for a futures com-
mission 
merchant 
or 
introducing 
broker registered pursuant to section 
4f(a) of the Commodity Exchange Act 
(except for section 4f(a)(3) thereof) in 
accordance with section 4f(b) of the 
Commodity Exchange Act. 
‘‘(ii) 
FUTURES
COMMISSION
MER-
CHANTS AND OTHER DEALERS.—A futures 
commission merchant, introducing broker, 
broker, or dealer shall maintain sufficient 
capital to comply with the stricter of any 
applicable capital requirements to which 
such futures commission merchant, intro-
ducing broker, broker, or dealer is subject to 
under this title or the Commodity Exchange 
Act.
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‘‘(4) MARGIN.— 
‘‘(A) SECURITY-BASED SWAP DEALERS AND 
MAJOR
SECURITY-BASED
SWAP
PARTICIPANTS 
THAT ARE DEPOSITORY INSTITUTIONS.—The ap-
propriate Federal banking agency for security- 
based swap dealers and major security-based 
swap participants that are depository institu-
tions shall impose both initial and variation 
margin requirements in accordance with para-
graph (2)(A) on all security-based swaps that 
are not cleared by a clearing agency. 
‘‘(B) SECURITY-BASED SWAP DEALERS AND 
MAJOR
SECURITY-BASED
SWAP
PARTICIPANTS 
THAT ARE NOT DEPOSITORY INSTITUTIONS.—The 
Commission shall impose both initial and vari-
ation margin requirements in accordance with 
paragraph (2)(B) for security-based swap dealers 
and major security-based swap participants that 
are not depository institutions on all security- 
based swaps that are not cleared by a clearing 
agency. Any such initial and variation margin 
requirements shall be as strict as or stricter than 
the margin requirements prescribed under para-
graph (4)(A).
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swap participant shall establish robust and profes-
sional risk management systems adequate for man-
aging the day-to-day business of the security-based 
swap dealer or major security-based swap partici-
pant. 
‘‘(3) DISCLOSURE OF GENERAL INFORMATION.— 
The security-based swap dealer or major security- 
based swap participant shall disclose to the Commis-
sion and to the prudential regulator for the security- 
based swap dealer or major security-based swap par-
ticipant, as applicable, information concerning— 
‘‘(A) terms and conditions of its security- 
based swaps; 
‘‘(B) security-based swap trading oper-
ations, mechanisms, and practices; 
‘‘(C) financial integrity protections relating 
to security-based swaps; and 
‘‘(D) other information relevant to its trad-
ing in security-based swaps. 
‘‘(4) ABILITY TO OBTAIN INFORMATION.—The se-
curity-based swap dealer or major security-based 
swap participant shall— 
‘‘(A) establish and enforce internal systems 
and procedures to obtain any necessary informa-