765 
swap participant, whether prior or subsequent to be-
coming so associated— 
‘‘(A) has committed or omitted any act, or 
is subject to an order or finding, enumerated in 
subparagraph (A), (D), or (E) of paragraph (4) 
of section 15(b); 
‘‘(B) has been convicted of any offense 
specified in subparagraph (B) of such para-
graph (4) within 10 years of the commencement 
of the proceedings under this subsection; 
‘‘(C) is enjoined from any action, conduct, 
or practice specified in subparagraph (C) of 
such paragraph (4); 
‘‘(D) is subject to an order or a final order 
specified in subparagraph (F) or (H), respec-
tively, of such paragraph (4); or 
‘‘(E) has been found by a foreign financial 
regulatory authority to have committed or omit-
ted any act, or violated any foreign statute or 
regulation, enumerated in subparagraph (G) of 
such paragraph (4). 
‘‘(3) ASSOCIATED PERSONS.—With respect to 
any person who is associated, who is seeking to be-
come associated, or, at the time of the alleged mis-
conduct, who was associated or was seeking to be-
766 
come associated with a security-based swap dealer or 
major security-based swap participant for the pur-
pose of effecting or being involved in effecting secu-
rity-based swaps on behalf of such security-based 
swap dealer or major security-based swap partici-
pant, the Commission, by order, shall censure, place 
limitations on the activities or functions of such per-
son, or suspend for a period not exceeding 12 
months, or bar such person from being associated 
with a security-based swap dealer or major security- 
based swap participant, if the Commission finds, on 
the record after notice and opportunity for a hear-
ing, that such censure, placing of limitations, sus-
pension, or bar is in the public interest and that 
such person— 
‘‘(A) has committed or omitted any act, or 
is subject to an order or finding, enumerated in 
subparagraph (A), (D), or (E) of paragraph (4) 
of section 15(b); 
‘‘(B) has been convicted of any offense 
specified in subparagraph (B) of such para-
graph (4) within 10 years of the commencement 
of the proceedings under this subsection;
767 
‘‘(C) is enjoined from any action, conduct, 
or practice specified in subparagraph (C) of 
such paragraph (4); 
‘‘(D) is subject to an order or a final order 
specified in subparagraph (F) or (H), respec-
tively, of such paragraph (4); or 
‘‘(E) has been found by a foreign financial 
regulatory authority to have committed or omit-
ted any act, or violated any foreign statute or 
regulation, enumerated in subparagraph (G) of 
such paragraph (4). 
‘‘(4) UNLAWFUL CONDUCT.—It shall be unlaw-
ful— 
‘‘(A) for any person as to whom an order 
under paragraph (3) is in effect, without the 
consent of the Commission, willfully to become, 
or to be, associated with a security-based swap 
dealer or major security-based swap participant 
in contravention of such order; or 
‘‘(B) for any security-based swap dealer or 
major security-based swap participant to permit 
such a person, without the consent of the Com-
mission, to become or remain a person associ-
ated with the security-based swap dealer or 
major security-based swap participant in con-
768 
travention of such order, if such security-based 
swap dealer or major security-based swap par-
ticipant knew, or in the exercise of reasonable 
care should have known, of such order.’’. 
SEC. 3205. REPORTING AND RECORDKEEPING. 
(a) The Securities Exchange Act of 1934 (15 U.S.C. 
78a et seq.) is amended by inserting after section 13 the 
following section: 
‘‘SEC. 13A. REPORTING AND RECORDKEEPING FOR CER-
TAIN SECURITY-BASED SWAPS. 
‘‘(a) IN GENERAL.—Any person who enters into a se-
curity-based swap and— 
‘‘(1) did not clear the security-based swap in 
accordance with section 3A; and 
‘‘(2) did not have data regarding the security- 
based swap accepted by a security-based swap repos-
itory in accordance with rules adopted by the Com-
mission under section 13(n), 
shall meet the requirements in subsection (b). 
‘‘(b) REPORTS.—Any person described in subsection 
(a) shall— 
‘‘(1) make such reports in such form and man-
ner and for such period as the Commission shall pre-
scribe by rule or regulation regarding the security- 
based swaps held by the person; and
769 
‘‘(2) keep books and records pertaining to the 
security-based swaps held by the person in such 
form and manner and for such period as may be re-
quired by the Commission, which books and records 
shall be open to inspection by any representative of 
the Commission, an appropriate Federal banking 
agency, the Commodity Futures Trading Commis-
sion, the Financial Services Oversight Council, and 
the Department of Justice. 
‘‘(c) IDENTICAL DATA.—In adopting rules under this 
section, the Commission shall require persons described in 
subsection (a) to report the same or more comprehensive 
data than the Commission requires security-based swap 
repositories to collect under subsection (n).’’. 
(b) BENEFICIAL OWNERSHIP REPORTING.— 
(1) Section 13(d)(1) of the Securities Exchange 
Act of 1934 (15 U.S.C. 78m(d)(1)) is amended by 
inserting ‘‘or otherwise becomes or is deemed to be-
come a beneficial owner of any of the foregoing upon 
the purchase or sale of a security-based swap or 
other derivative instrument that the Commission 
may define by rule, and’’ after ‘‘Alaska Native 
Claims Settlement Act,’’; and 
(2) Section 13(g)(1) of the Securities Exchange 
Act of 1934 (15 U.S.C. 78m(g)(1)) is amended by
771 
(e) DERIVATIVES BENEFICIAL OWNERSHIP.—Section 
13 of the Securities Exchange Act of 1934 (15 U.S.C. 
78m) is amended by adding at the end the following: 
‘‘(o) BENEFICIAL OWNERSHIP.—For purposes of this 
section and section 16, a person shall be deemed to acquire 
beneficial ownership of an equity security based on the 
purchase or sale of a security-based swap or other deriva-
tive instrument only to the extent that the Commission, 
by rule, determines after consultation with the Prudential 
Regulators and the Secretary of the Treasury, that the 
purchase or sale of the security-based swap or other deriv-
ative instrument, or class of security-based swaps or other 
derivative instruments, provides incidents of ownership 
comparable to direct ownership of the equity security, and 
that it is necessary to achieve the purposes of this section 
that the purchase or sale of the security-based swaps or 
instrument, or class of security-based swap or instru-
ments, be deemed the acquisition of beneficial ownership 
of the equity security.’’. 
SEC. 3206. STATE GAMING AND BUCKET SHOP LAWS. 
Section 28(a) of the Securities Exchange Act of 1934 
(15 U.S.C. 78bb(a)) is amended to read as follows: 
‘‘(a) Except as provided in subsection (f), the rights 
and remedies provided by this title shall be in addition 
to any and all other rights and remedies that may exist
772 
at law or in equity; but no person permitted to maintain 
a suit for damages under the provisions of this title shall 
recover, through satisfaction of judgment in one or more 
actions, a total amount in excess of his actual damages 
on account of the act complained of. Except as otherwise 
specifically provided in this title, nothing in this title shall 
affect the jurisdiction of the securities commission (or any 
agency or officer performing like functions) of any State 
over any security or any person insofar as it does not con-
flict with the provisions of this title or the rules and regu-
lations thereunder. No State law which prohibits or regu-
lates the making or promoting of wagering or gaming con-
tracts, or the operation of ‘bucket shops’ or other similar 
or related activities, shall invalidate (1) any put, call, 
straddle, option, privilege, or other security subject to this 
title (except any security that has a pari-mutuel payout 
or otherwise is determined by the Commission, acting by 
rule, regulation, or order, to be appropriately subject to 
such laws), or apply to any activity which is incidental or 
related to the offer, purchase, sale, exercise, settlement, 
or closeout of any such security, (2) any security-based 
swap between eligible contract participants, or (3) any se-
curity-based swap effected on a national securities ex-
change registered pursuant to section 6(b). No provision 
of State law regarding the offer, sale, or distribution of
773 
securities shall apply to any transaction in a security- 
based swap or a security futures product, except that this 
sentence shall not be construed as limiting any State anti-
fraud law of general applicability. A security-based swap 
may not be regulated as an insurance contract under State 
law.’’. 
SEC. 3207. AMENDMENTS TO THE SECURITIES ACT OF 1933; 
TREATMENT OF SECURITY-BASED SWAPS. 
(a) DEFINITIONS.—Section 2(a) of the Securities Act 
of 1933 (15 U.S.C. 77b(a)) is amended— 
(1) in paragraph (1), by inserting ‘‘security- 
based swap,’’ after ‘‘security future,’’; 
(2) in paragraph (3) by adding at the end the 
following: ‘‘Any offer or sale of a security-based 
swap by or on behalf of the issuer of the securities 
upon which such security-based swap is based or is 
referenced, an affiliate of the issuer, or an under-
writer, shall constitute a contract for sale of, sale of, 
offer for sale, or offer to sell such securities.’’; and 
(3) by adding at the end the following: 
‘‘(17) The terms ‘swap’ and ‘security-based 
swap’ have the same meanings as provided in sec-
tions 1a(35) of the Commodity Exchange Act (7 
U.S.C. 1a(35)) and section 3(a)(68) of the Securi-
ties Exchange Act of 1934.
774 
‘‘(18) The terms ‘purchase’ or ‘sale’ of a secu-
rity-based swap shall be deemed to mean the execu-
tion, termination (prior to its scheduled maturity 
date), assignment, exchange, or similar transfer or 
conveyance of, or extinguishing of rights or obliga-
tions under, a security-based swap, as the context 
may require.’’. 
(b) EXEMPTION FROM REGISTRATION.—Section 3(a) 
of the Securities Act of 1933 is amended by adding at 
the end the following: 
‘‘(15) Any security-based swap, as defined in 
section 2(a)(17) that is not otherwise a security as 
defined in section 2(a)(1) and that satisfies such 
conditions as established by rule or regulation by the 
Commission consistent with the provisions of the 
Derivative Markets Transparency and Accountability 
Act of 2009. The Commission shall promulgate rules 
implementing this exemption.’’. 
(c) REGISTRATION OF SECURITY-BASED SWAPS.— 
Section 5 of the Securities Act of 1933 (15 U.S.C. 77e) 
is amended by adding at the end the following: 
‘‘(d) Notwithstanding the provisions of section 3 or 
section 4, unless a registration statement meeting the re-
quirements of subsection (a) of section 10 is in effect as 
to a security-based swap, it shall be unlawful for any per-
775 
son, directly or indirectly, to make use of any means or 
instruments of transportation or communication in inter-
state commerce or of the mails to offer to sell, offer to 
buy or purchase or sell a security-based swap to any per-
son who is not an eligible contract participant as defined 
in section 1a(12) of the Commodity Exchange Act (7 
U.S.C. 1a(12)).’’. 
SEC. 3208. OTHER AUTHORITY. 
Unless otherwise provided by its terms, this subtitle 
does not divest any appropriate Federal banking agency, 
the Commission, the Commodity Futures Trading Com-
mission, or other Federal or State agency, of any authority 
derived from any other applicable law. 
SEC. 3209. JURISDICTION. 
(a) Section 36 of the Securities Exchange Act of 
1934 (15 U.S.C. 78mm) is amended by adding at the end 
the following new subsection: 
‘‘(c) DERIVATIVES.—The Commission shall not grant 
exemptions from the security-based swap provisions of the 
Derivative Markets Transparency and Accountability Act 
of 2009, except as expressly authorized under the provi-
sions of that Act.’’. 
(b) Section 30 of the Securities Exchange Act of 
1934 is amended by adding at the end the following:
776 
‘‘(c) No provision of this Act that was added by the 
Derivative Markets Transparency and Accountability Act 
of 2009 or any rule or regulation thereunder shall apply 
to any person insofar as such person transacts a business 
in security-based swaps without the jurisdiction of the 
United States unless he transacts such business in con-
travention of such rules and regulations as the Commis-
sion may prescribe as necessary or appropriate to prevent 
the evasion of any provision of this Act that was added 
by the Derivative Markets Transparency and Account-
ability Act of 2009. This subsection shall not be construed 
to limit the jurisdiction of the Commission under any pro-
vision of this Act as in effect prior to enactment of the 
Derivative Markets Transparency and Accountability Act 
of 2009.’’. 
SEC. 3210. EFFECTIVE DATE. 
(a) Unless otherwise provided, the provisions of this 
subtitle shall become effective the later of 270 days after 
the date of the enactment of this subtitle or, to the extent 
a provision of this subtitle requires rulemaking, no less 
than 60 days after publication of a final rule or regulation 
implementing such provision of this subtitle. 
(b) Subsection (a) shall not preclude the Securities 
Exchange Commission from any rulemaking required to 
implement the provisions of this subtitle.
778 
United States Code,’’ and inserting ‘‘the Commis-
sions established under section 15301 of title 40, 
United States Code, the Board of Governors of the 
Federal Reserve System, the Commodity Futures 
Trading Commission, the National Credit Union Ad-
ministration, the Pension Benefit Guaranty Corpora-
tion, the Securities and Exchange Commission, or 
the Director of the Consumer Financial Protection 
Agency,’’. 
(b) EXCLUSION FROM DEFINITION OF DESIGNATED 
FEDERAL ENTITY.—Section 8G(a)(2) of the Inspector 
General Act of 1978 (5 U.S.C. App.) is amended— 
(1) by striking ‘‘the Board of Governors of the 
Federal Reserve System,’’; 
(2) by striking ‘‘the Commodity Futures Trad-
ing Commission,’’; 
(3) by striking ‘‘the National Credit Union Ad-
ministration,’’; and 
(4) by striking ‘‘the Pension Benefit Guaranty 
Corporation, the Securities and Exchange Commis-
sion,’’.
779 
SEC. 3302. CONTINUATION OF PROVISIONS RELATING TO 
PERSONNEL. 
(a) IN GENERAL.—The Inspector General Act of 
1978 (5 U.S.C. App.) is amended by inserting after sec-
tion 8L the following: 
‘‘SEC. 8M. SPECIAL PROVISIONS CONCERNING CERTAIN ES-
TABLISHMENTS. 
‘‘(a) DEFINITION.—For purposes of this section, the 
term ‘covered establishment’ means the Board of Gov-
ernors of the Federal Reserve System, the Commodity Fu-
tures Trading Commission, the National Credit Union Ad-
ministration, the Pension Benefit Guaranty Corporation, 
and the Securities and Exchange Commission. 
‘‘(b) PROVISIONS RELATING TO ALL COVERED ES-
TABLISHMENTS.— 
‘‘(1) PROVISIONS
RELATING
TO
INSPECTORS 
GENERAL.—In the case of the Inspector General of 
a covered establishment, subsections (b) and (c) of 
section 4 of the Inspector General Reform Act of 
2008 (Public Law 110–409) shall apply in the same 
manner as if such covered establishment were a des-
ignated Federal entity under section 8G. An Inspec-
tor General who is subject to the preceding sentence 
shall not be subject to section 3(e). 
‘‘(2) PROVISIONS
RELATING
TO
OTHER
PER-
SONNEL.—Notwithstanding paragraphs (7) and (8)
780 
of section 6(a), the Inspector General of a covered 
establishment may select, appoint, and employ such 
officers and employees as may be necessary for car-
rying out the functions, powers, and duties of the 
Office of Inspector General of such establishment 
and to obtain the temporary or intermittent services 
of experts or consultants or an organization of ex-
perts or consultants, subject to the applicable laws 
and regulations that govern such selections, appoint-
ments, and employment, and the obtaining of such 
services, within such establishment. 
‘‘(c) PROVISION RELATING TO THE BOARD OF GOV-
ERNORS OF THE FEDERAL RESERVE SYSTEM.—The pro-
visions of subsection (a) of section 8D (other than the pro-
visions of subparagraphs (A), (B), (C), and (E) of para-
graph (1) of such subsection (a)) shall apply to the Inspec-
tor General of the Board of Governors of the Federal Re-
serve System and the Chairman of the Board of Governors 
of the Federal Reserve System in the same manner as 
such provisions apply to the Inspector General of the De-
partment of the Treasury and the Secretary of the Treas-
ury, respectively.’’. 
(b) CONFORMING AMENDMENT.—Paragraph (3) of 
section 8G(g) of the Inspector General Act of 1978 (5 
U.S.C. App.) is repealed.
781 
SEC. 3303. CORRECTIVE RESPONSES BY HEADS OF CER-
TAIN ESTABLISHMENTS TO DEFICIENCIES 
IDENTIFIED BY INSPECTORS GENERAL. 
The Chairman of the Board of Governors of the Fed-
eral Reserve System, the Chairman of the Commodity Fu-
tures Trading Commission, the Chairman of the National 
Credit Union Administration, the Director of the Pension 
Benefit Guaranty Corporation, and the Chairman of the 
Securities and Exchange Commission shall each— 
(1) take action to address deficiencies identified 
by a report or investigation of the Inspector General 
of the establishment concerned; or 
(2) certify to both Houses of Congress that no 
action is necessary or appropriate in connection with 
a deficiency described in paragraph (1). 
SEC. 3304. EFFECTIVE DATE; TRANSITION RULE. 
(a) EFFECTIVE DATE.—This subtitle and the amend-
ments made by this subtitle shall take effect 30 days after 
the date of the enactment of this subtitle. 
(b) TRANSITION RULE.—An individual serving as In-
spector General of the Board of Governors of the Federal 
Reserve System, the Commodity Futures Trading Com-
mission, the National Credit Union Administration, the 
Pension Benefit Guaranty Corporation, or the Securities 
and Exchange Commission on the effective date of this 
subtitle pursuant to an appointment made under section
782 
8G of the Inspector General Act of 1978 (5 U.S.C. 
App.)— 
(1) may continue so serving until the President 
makes an appointment under section 3(a) of such 
Act with respect to the Board of Governors of the 
Federal Reserve System, the Commodity Futures 
Trading Commission, the National Credit Union Ad-
ministration, the Pension Benefit Guaranty Corpora-
tion, or the Securities and Exchange Commission, as 
the case may be, consistent with the amendments 
made by section 301; and 
(2) shall, while serving under paragraph (1), re-
main subject to the provisions of section 8G of such 
Act which, immediately before the effective date of 
this subtitle, applied with respect to the Inspector 
General of the Board of Governors of the Federal 
Reserve System, the Commodity Futures Trading 
Commission, the National Credit Union Administra-
tion, the Pension Benefit Guaranty Corporation, or 
the Securities and Exchange Commission, as the 
case may be, and suffer no reduction in pay.
783 
SEC. 3305. AUTHORITY OF THE COMMODITY FUTURES 
TRADING COMMISSION TO DEFINE ‘‘COMMER-
CIAL RISK’’, ‘‘OPERATING RISK’’, AND ‘‘BAL-
ANCE SHEET RISK’’. 
(a) IN GENERAL.—Section 1a of the Commodity Ex-
change Act (7 U.S.C. 1a), as amended by the preceding 
provisions of this Act, is amended by adding at the end 
the following: 
‘‘(51) COMMERCIAL
RISK; OPERATING
RISK; 
BALANCE
SHEET
RISK.—The terms ‘commercial 
risk’, ‘operating risk’, and ‘balance sheet risk’ shall 
have such meanings as the Commission may pre-
scribe.’’. 
(b) EFFECTIVE DATE.—The amendment made by 
subsection (a) shall take effect as if included in subtitle 
A. 
SEC. 3306. CONFLICTS OF INTEREST IN CLEARING ORGANI-
ZATIONS. 
(a) COMMODITY EXCHANGE ACT.— 
(1) DEFINITION OF RESTRICTED OWNER.—Sec-
tion 1a of the Commodity Exchange Act (7 U.S.C. 
1a) (as amended by the preceding provisions of this 
Act) is further amended by adding at the end the 
following: 
‘‘(51) RESTRICTED
OWNER.—The term ‘re-
stricted owner’ means any swap dealer, security-
784 
based swap dealer, major swap participant, or major 
security-based swap participant, that is an identified 
financial holding company as defined in Section 
1000(b)(5) of the Financial Stability Improvement 
Act of 2009, or a person associated with a swap 
dealer or a major swap participant that is an identi-
fied financial holding company, or a person associ-
ated with a security-based swap dealer or major se-
curity-based swap participant that is an identified fi-
nancial holding company.’’. 
(2) CONFLICTS OF INTEREST.— 
(A) Subparagraph (P) of section 5b(c)(2) 
of the Commodity Exchange Act (as added by 
the preceding provisions of this Act) is amended 
by adding at the end of such subparagraph the 
following: ‘‘The rules of the derivatives clearing 
organization that clears swaps shall provide 
that a restricted owner shall not be permitted 
directly or indirectly to acquire beneficial own-
ership of interests in the organization or in per-
sons with a controlling interest in the organiza-
tion, to the extent that such an acquisition 
would result in restricted owners being entitled 
to vote, cause the voting of, or cause the with-
holding of votes of, more than 20 percent of the
785 
votes entitled to be cast on any matter by the 
holders of the ownership interests. The rules of 
the derivatives clearing organization shall pro-
vide that a majority of the directors of the or-
ganization shall not be associated with a re-
stricted owner. This subparagraph shall not be 
construed to require divestiture of any interest 
of a restricted owner in an established and 
operational derivatives clearing organization ac-
quired prior to January 1, 2010, provided that 
acquisitions by such restricted owner after such 
date shall be subject to this subparagraph. The 
Commission may determine whether any acqui-
sition by a restricted owner during any interim 
period prior to the date of the enactment of this 
Act has been made for the purpose of avoiding 
the effect of this subparagraph.’’. 
(B) Section 4s(g)(1) of the Commodity Ex-
change Act (as added by the preceding provi-
sions of this Act) is amended— 
(i) by striking ‘‘and’’ at the end of 
subparagraph (C); and 
(ii) by redesignating subparagraph 
(D) as subparagraph (E) and insert after 
subparagraph (C) the following:
786 
‘‘(D) the prevention of self-dealing, by lim-
iting the extent to which such a swap dealer or 
major swap participant may conduct business 
with a derivatives clearing organization, a board 
of trade, or an alternative swap execution facil-
ity that clears or trades swaps and in which 
such a swap dealer or major swap participant 
has a material debt or equity investment; and’’. 
(C) Paragraph (12) of section 5h(d) of the 
Commodity Exchange Act (as added by the pre-
ceding provisions of this Act) is amended by 
adding at the end the following new subpara-
graph: 
‘‘(C) The rules of the swap execution facil-
ity shall provide that a restricted owner shall 
not be permitted directly or indirectly to ac-
quire beneficial ownership of interests in the fa-
cility or in persons with a controlling interest in 
the facility, to the extent that such an acquisi-
tion would result in restricted owners being en-
titled to vote, cause the voting of, or cause the 
withholding of votes of, more than 20 percent 
of the votes entitled to be cast on any matter 
by the holders of the ownership interests. This 
subparagraph shall not be construed to require
787 
divestiture of any interest of a restricted owner 
in an established and operational swap execu-
tion facility acquired prior to January 1, 2010, 
provided that acquisitions by such restricted 
owner after such date shall be subject to this 
subparagraph. The Commission may determine 
whether any acquisition by a restricted owner 
during any interim period prior to the date of 
the enactment of this Act has been made for 
the purpose of avoiding the effect of this sub-
paragraph. 
‘‘(D) The rules of the swap execution facil-
ity shall provide that a majority of the directors 
of the facility shall not be associated with a re-
stricted owner.’’. 
(D) Section 5(d) of the Commodity Ex-
change Act (as amended by the preceding provi-
sions of this Act) is further amended by strik-
ing paragraph (15) and inserting the following: 
‘‘(15) CONFLICTS OF INTEREST.— 
‘‘(A) The board of trade shall establish 
and enforce rules to minimize conflicts of inter-
est in the decisionmaking process of the con-
tract market, and establish a process for resolv-
ing any such conflicts of interest.
788 
‘‘(B) The rules of a board of trade that 
trades swaps shall provide that a restricted 
owner shall not be permitted directly or indi-
rectly to acquire beneficial ownership of inter-
ests in the board of trade or in persons with a 
controlling interest in the board of trade, to the 
extent that such an acquisition would result in 
restricted owners being entitled to vote, cause 
the voting of, or cause the withholding of votes 
of, more than 20 percent of the votes entitled 
to be cast on any matter by the holders of the 
ownership interests. This paragraph shall not 
be construed to require divestiture of any inter-
est of a restricted owner in an established and 
operational board of trade acquired prior to 
January 1, 2010, provided that acquisitions by 
such restricted owner after such date shall be 
subject to this paragraph. The Commission may 
determine whether any acquisition by a re-
stricted owner during any interim period prior 
to the date of the enactment of this Act has 
been made for the purpose of avoiding the ef-
fect of this paragraph. 
‘‘(C) The rules of a board of trade that 
trades swaps shall provide that a majority of
789 
the directors of the board of trade shall not be 
associated with a restricted owner.’’. 
(b) SECURITIES EXCHANGE ACT OF 1934.— 
(1) DEFINITION OF RESTRICTED OWNER.—Sec-
tion 3(a) of the Securities Exchange Act of 1934 
(15 U.S.C. 78c(a)) (as amended by the preceding 
provisions of this Act) is further amended by adding 
at the end the following: 
‘‘(78) RESTRICTED
OWNER.—The term ‘re-
stricted owner’ has the same meaning as in section 
1a(51) of the Commodity Exchange Act.’’. 
(2) CONFLICTS OF INTEREST.— 
(A) Paragraph (10) of section 3C(d) of the 
Securities Exchange Act of 1934 (as added by 
the preceding provisions of this Act) is amended 
by adding after subparagraph (B) the following: 
‘‘The rules of the swap execution facility shall provide that 
a restricted owner shall not be permitted directly or indi-
rectly to acquire beneficial ownership of interests in the 
facility or in persons with a controlling interest in the fa-
cility, to the extent that such an acquisition would result 
in restricted owners being entitled to vote, cause the voting 
of, or cause the withholding of votes of, more than 20 per-
cent of the votes entitled to be cast on any matter by the 
holders of the ownership interests. The rules of the swap
790 
execution facility shall provide that a majority of the direc-
tors of the facility shall not be associated with a restricted 
owner. This paragraph shall not be construed to require 
divestiture of any interest of a restricted owner in an es-
tablished and operational swap execution facility acquired 
prior to January 1, 2010, provided that acquisitions by 
such restricted owner after such date shall be subject to 
this paragraph. The Commission may determine whether 
any acquisition by a restricted owner during any interim 
period prior to the date of the enactment of this Act has 
been made for the purpose of avoiding the effect of this 
paragraph.’’. 
(B) Section 15F(g)(1) of the Securities 
Exchange Act of 1934 (as added by the pre-
ceding provisions of this Act) is amended— 
(i) in subparagraph (C), strike ‘‘and’’; 
and 
(ii) insert after subparagraph (C) the 
following (and redesignate the succeeding 
subparagraph accordingly): 
‘‘(D) the prevention of self-dealing by lim-
iting the extent to which a security-based swap 
dealer or major security-based swap participant 
may conduct business with a clearing agency, 
an exchange, or an alternative swap execution
791 
facility that clears or trades security-based 
swaps and in which such a dealer or participant 
has a material debt or equity investment; and’’. 
(C) Section 6(b) of the Securities Ex-
change Act of 1934 (15 U.S.C. 78f(b)) is 
amended by adding at the end the following 
new paragraphs: 
‘‘(10) The rules of the exchange minimize con-
flicts of interest in its decision-making process and 
establish a process for resolving such conflicts of in-
terest. 
‘‘(11) The rules of an exchange that trades se-
curity-based swaps provide that a majority of the di-
rectors of the exchange shall not be associated with 
a restricted owner. 
‘‘(12) The rules of an exchange that trades se-
curity-based swaps provide that a restricted owner 
shall not be permitted directly or indirectly to ac-
quire beneficial ownership of interests in the ex-
change or in persons with a controlling interest in 
the exchange, to the extent that such an acquisition 
would result in restricted owners being entitled to 
vote, cause the voting of, or cause the withholding 
of votes of, more than 20 percent of the votes enti-
tled to be cast on any matter by the holders of the
792 
ownership interests. This paragraph shall not be 
construed to require divestiture of any interest of a 
restricted owner in an established and operational 
exchange acquired prior to January 1, 2010, pro-
vided that acquisitions by such restricted owner 
after such date shall be subject to this paragraph. 
The Commission may determine whether any acqui-
sition by a restricted owner during any interim pe-
riod prior to the date of the enactment of this Act 
has been made for the purpose of avoiding the effect 
of this paragraph.’’. 
(D) Section 17A(b)(3) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78f(b)) is 
amended by adding at the end the following 
new subparagraphs: 
‘‘(J) The rules of a clearing agency that 
clears security-based swaps shall provide that a 
restricted owner shall not be permitted directly 
or indirectly to acquire beneficial ownership of 
interests in the agency or in persons with a con-
trolling interest in the agency, to the extent 
that such an acquisition would result in re-
stricted owners being entitled to vote, cause the 
voting of, or cause the withholding of votes of, 
more than 20 percent of the votes entitled to be
793 
cast on any matter by the holders of the owner-
ship interests. This subparagraph shall not be 
construed to require divestiture of any interest 
of a restricted owner in an established and 
operational clearing agency acquired prior to 
January 1, 2010, provided that acquisitions by 
such restricted owner after such date shall be 
subject to this subparagraph. The Commission 
may determine whether any acquisition by a re-
stricted owner during any interim period prior 
to the date of the enactment of this Act has 
been made for the purpose of avoiding the ef-
fect of this subparagraph. 
‘‘(K) The rules of the clearing agency shall 
provide that a majority of the directors of the 
agency shall not be associated with a restricted 
owner.’’. 
SEC. 3307. DEFINITIONS OF MAJOR SWAP PARTICIPANT 
AND MAJOR SECURITY-BASED SWAP PARTICI-
PANT. 
(a) MAJOR SWAP PARTICIPANT.—Section 1a(39) of 
the Commodity Exchange Act (7 U.S.C. 1a), as added by 
the preceding provisions of this Act, is amended to read 
as follows: 
‘‘(39) MAJOR SWAP PARTICIPANT.—
794 
‘‘(A) IN GENERAL.—The term ‘major swap 
participant’ means any person who is not a 
swap dealer, and— 
‘‘(i) maintains a substantial net posi-
tion in outstanding swaps, excluding posi-
tions held primarily for hedging, reducing 
or otherwise mitigating its commercial 
risk; or 
‘‘(ii) whose outstanding swaps create 
substantial net counterparty exposure that 
could have serious adverse effects on the 
financial stability of the United States 
banking system or financial markets. 
‘‘(B) DEFINITION
OF
SUBSTANTIAL
NET 
POSITION.—The Commission shall define by 
rule or regulation the term ‘substantial net po-
sition’ at a threshold that the Commission de-
termines prudent for the effective monitoring, 
management, and oversight of entities which 
are systemically important or can significantly 
impact the financial system. In setting the defi-
nitions, the Commission shall consider the per-
son’s relative position in uncleared as opposed 
to cleared swaps.
795 
‘‘(C) A person may be designated a major 
swap participant for 1 or more individual types 
of swaps without being classified as a major 
swap participant for all classes of swaps.’’. 
(b) MAJOR SECURITY-BASED SWAP PARTICIPANT.— 
Section 3(a)(67) of the Securities Exchange Act of 1934 
(15 U.S.C. 78c(a)), as added by the preceding provisions 
of this Act, is amended to read as follows: 
‘‘(67) MAJOR SECURITY-BASED SWAP PARTICI-
PANT.— 
‘‘(A) IN GENERAL.—The term ‘major secu-
rity-based swap participant’ means any person 
who is not a security-based swap dealer, and— 
‘‘(i) maintains a substantial net posi-
tion in outstanding security-based swaps, 
excluding positions held primarily for hedg-
ing, reducing or otherwise mitigating its 
commercial risk; or 
‘‘(ii) whose outstanding security-based 
swaps create substantial net counterparty 
exposure that could have serious adverse 
effects on the financial stability of the 
United States banking system or financial 
markets.
796 
‘‘(B) DEFINITION
OF
SUBSTANTIAL
NET 
POSITION.—The Commission shall define by 
rule or regulation the term ‘substantial net po-
sition’ at a threshold that the Commission de-
termines prudent for the effective monitoring, 
management, and oversight of entities which 
are systemically important or can significantly 
impact the financial system. In setting the defi-
nitions, the Commission shall consider the per-
son’s relative position in uncleared as opposed 
to cleared security-based swaps. 
‘‘(C) A person may be designated a major 
security-based swap participant for 1 or more 
individual types of security-based swaps without 
being classified as a major security-based swap 
participant for all classes of security-based 
swaps.’’. 
(c) EFFECTIVE DATES.— 
(1) MAJOR SWAP PARTICIPANT.—The amend-
ment made by subsection (a)(1) shall take effect as 
if included in subtitle A. 
(2) MAJOR
SECURITY-BASED
SWAP
PARTICI-
PANT.—The amendment made by subsection (a)(2) 
shall take effect as if included in subtitle B.
797 
TITLE 
IV—CONSUMER 
FINAN-
CIAL 
PROTECTION 
AGENCY 
ACT 
SEC. 4001. SHORT TITLE. 
This title may be cited as the ‘‘Consumer Financial 
Protection Agency Act of 2009’’. 
SEC. 4002. DEFINITIONS. 
For the purposes of subtitles A through F of this 
title, the following definitions shall apply: 
(1) AFFILIATE.—The term ‘‘affiliate’’ means 
any person that controls, is controlled by, or is 
under common control with another person. 
(2) AGENCY.—The term ‘‘Agency’’ means— 
(A) before the Agency conversion date, the 
Consumer Financial Protection Agency; and 
(B) on and after the Agency conversion 
date, the commission established under section 
4103. 
(3) BANK
HOLDING
COMPANY.—The term 
‘‘bank holding company’’ has the same meaning as 
in section 2(a) of the Bank Holding Company Act 
of 1956. 
(4) BOARD.—Except when used in connection 
with the term ‘‘Board of Governors’’, the term
798 
‘‘Board’’ means the Consumer Financial Protection 
Oversight Board. 
(5) BOARD OF GOVERNORS.—The term ‘‘Board 
of Governors’’ means the Board of Governors of the 
Federal Reserve System. 
(6) BUSINESS
OF
INSURANCE.—The term 
‘‘business of insurance’’ means the writing of insur-
ance or the reinsuring of risks by an insurer, includ-
ing all acts necessary to such writing or reinsuring 
and the activities relating to the writing of insurance 
or the reinsuring of risks conducted by persons who 
act as, or are, officers, directors, agents, or employ-
ees of insurers or who are other persons authorized 
to act on behalf of such persons. 
(7) CONSUMER.—The term ‘‘consumer’’ means 
an individual or an agent, trustee, or representative 
acting on behalf of an individual. 
(8) CONSUMER FINANCIAL PRODUCT OR SERV-
ICE.—The term ‘‘consumer financial product or 
service’’ means any financial product, other than a 
Federal tax return, or service to be used by a con-
sumer primarily for personal, family, or household 
purposes. 
(9) COVERED PERSON.—
799 
(A) IN GENERAL.—The term ‘‘covered per-
son’’ means any person who engages directly or 
indirectly in a financial activity, in connection 
with the provision of a consumer financial prod-
uct or service. 
(B) EXCLUSION.—The term ‘‘covered per-
son’’ shall not include the Secretary, the De-
partment of the Treasury, any agency or bu-
reau under the jurisdiction of the Secretary, or 
any person collecting Federal taxes for the 
United States to the extent such person is act-
ing in such capacity. 
(10) CREDIT.—The term ‘‘credit’’ means the 
right granted by a person to a consumer to defer 
payment of a debt, incur debt and defer its payment, 
or purchase property or services and defer payment 
for such purchase. 
(11) CREDIT UNION.—The term ‘‘credit union’’ 
means a Federal credit union or a State credit union 
as defined in section 101 of the Federal Credit 
Union Act. 
(12) DEPOSIT.—The term ‘‘deposit’’— 
(A) has the same meaning as in section 
3(l) of the Federal Deposit Insurance Act; and
800 
(B) includes a share in a member account 
(as defined in section 101(5) of the Federal 
Credit Union Act) at a credit union. 
(13) DEPOSIT-TAKING, MONEY
ACCEPTANCE, 
OR MONEY MOVEMENT ACTIVITY.—The term ‘‘de-
posit-taking, money acceptance, or money movement 
activities’’ means— 
(A) the acceptance of deposits, the mainte-
nance of deposit accounts, or the provision of 
services related to the acceptance of deposits; 
(B) the acceptance of money, the provision 
of other services related to the acceptance of 
money, or the maintenance of members’ share 
accounts by a credit union; or 
(C) the receipt of money or its equivalent, 
as the Director may determine by regulation or 
order, received or held by the covered person 
(or an agent for the person) for the purpose of 
facilitating a payment or transferring funds or 
value of funds by a consumer to a third party. 
(14) DESIGNATED TRANSFER DATE.—The term 
‘‘designated transfer date’’ has the meaning pro-
vided in section 4602. 
(15) 
DIRECTOR.—The 
term 
‘‘Director’’ 
means—
801 
(A) before the Agency conversion date, the 
Director of the Agency; and 
(B) on and after the Agency conversion 
date, the commission established under section 
4103. 
(16) ENUMERATED
CONSUMER
LAWS.—The 
term ‘‘enumerated consumer laws’’ means each of 
the following: 
(A) The Alternative Mortgage Transaction 
Parity Act (12 U.S.C. 3801 et seq.). 
(B) The Electronic Funds Transfer Act 
(15 U.S.C. 1693 et seq.). 
(C) The Equal Credit Opportunity Act (15 
U.S.C. 1691 et seq.). 
(D) The Fair Credit Reporting Act (15 
U.S.C. 1681 et seq.), except with respect to sec-
tions 615(e) and 628 of such Act. 
(E) The Fair Debt Collection Practices Act 
(15 U.S.C. 1692 et seq.). 
(F) Subsections (b), (c), (d), (e), and (f) of 
section 43 of the Federal Deposit Insurance Act 
(12 U.S.C. 1831t). 
(G) Sections 502, 503, 504, 505, 506, 
507, 508, and 509 of the Gramm-Leach-Bliley
802 
Act (15 U.S.C. 6802 et seq.) except for section 
505 as it applies to section 501(b). 
(H) The Homeowners Protection Act of 
1998. 
(I) The Home Mortgage Disclosure Act 
(12 U.S.C. 2801 et seq.). 
(J) The Real Estate Settlement Proce-
dures Act (12 U.S.C. 2601 et seq.). 
(K) The Secure and Fair Enforcement for 
Mortgage Licensing Act (12 U.S.C. 5101 et 
seq.). 
(L) The Truth in Lending Act (15 U.S.C. 
1601 et seq.). 
(M) The Truth in Savings Act (12 U.S.C. 
4301 et seq.). 
(N) Section 626 of the Omnibus Appro-
priations Act, 2009 (Public Law 111–8). 
(O) The Unlawful Internet Gambling En-
forcement Act of 2006. 
(17) FEDERAL BANKING AGENCY.—The term 
‘‘Federal banking agency’’ means the Board of Gov-
ernors, the Comptroller of the Currency, the Direc-
tor of the Office of Thrift Supervision, the Federal 
Deposit Insurance Corporation, or the National
803 
Credit Union Administration and the term ‘‘Federal 
banking agencies’’ means all of such agencies. 
(18) FAIR LENDING.—The term ‘‘fair lending’’ 
means fair, equitable, and nondiscriminatory access 
to credit for both individuals and communities. 
(19) FINANCIAL ACTIVITY.— 
(A) IN GENERAL.—The term ‘‘financial ac-
tivity’’ means any of the following activities: 
(i) Deposit-taking, money acceptance, 
or money movement activities. 
(ii) Extending credit and servicing 
loans, including— 
(I) acquiring, purchasing, selling, 
brokering, or servicing loans or other 
extensions of credit; and 
(II) engaging in any other activ-
ity usual in connection with extensions 
of credit or servicing loans, including 
performing appraisals of real estate 
and personal property. 
(iii) Check cashing and check-guar-
anty services, including— 
(I) authorizing a subscribing 
merchant to accept personal checks 
tendered by the merchant’s customers
804 
in payment for goods and services; 
and 
(II) purchasing from a sub-
scribing merchant validly authorized 
checks that are subsequently dishon-
ored. 
(iv) Collecting, analyzing, maintain-
ing, and providing consumer report infor-
mation or other account information by 
covered persons, including information re-
lating to the credit history of consumers 
and providing the information to a credit 
grantor who is considering a consumer ap-
plication for credit or who has extended 
credit to the borrower, except that fur-
nishing a consumer report to another per-
son that it has reason to believe intends to 
use the information for employment pur-
poses, including for security investigations, 
government licensing and evaluating a con-
sumer’s residential or tenant history shall 
not be considered a financial activity. 
(v) Collection of debt related to any 
consumer financial product or service.
805 
(vi) Providing real estate settlement 
services. 
(vii) Leasing personal or real property 
or acting as agent, broker, or adviser in 
leasing such property if— 
(I) the lease is on a non-oper-
ating basis; 
(II) the initial term of the lease 
is at least 90 days; and 
(III) in the case of leases involv-
ing real property, at the inception of 
the initial lease, the transaction is in-
tended to result in ownership of the 
leased property to be transferred to 
the lessee, subject to standards pre-
scribed by the Director. 
(viii) Acting as an investment adviser 
to any person (excluding an investment ad-
viser that is a person regulated by the 
Commodity Futures Trading Commission, 
the Securities and Exchange Commission, 
or a person regulated as an investment ad-
viser by any securities commission (or any 
agency or office performing like functions) 
of any State).
806 
(ix) Acting as financial adviser to any 
person (excluding an investment adviser 
that is a person regulated by the Com-
modity Futures Trading Commission, the 
Securities and Exchange Commission, or 
any securities commission (or any agency 
or office performing like functions) of any 
State), including— 
(I) providing financial and other 
related advisory services; 
(II) 
providing 
educational 
courses, and instructional materials to 
consumers 
on 
individual 
financial 
management matters; 
(III) providing credit counseling 
or tax planning services to any person 
(excluding the preparation of returns, 
or claims for refund, of tax imposed 
by the Internal Revenue Code or ad-
vice with respect to positions taken 
therein, or services regulated by the 
Secretary of the Treasury under sec-
tion 330 of title 31, United States 
Code); or
807 
(IV) providing services to assist a 
consumer with debt management or 
debt settlement, with modifying the 
terms of any extension of credit, or 
with avoiding foreclosure. 
(x) For purposes of this title, the fol-
lowing shall not be considered acting as fi-
nancial adviser: 
(I) Publishing any bona fide 
newspaper, news magazine or business 
or financial publication of general and 
regular circulation, including pub-
lishing market data, news, or data 
analytics or investment information or 
recommendations that are not tailored 
to the individual needs of a particular 
consumer. 
(II) Providing advice, analyses, 
or reports that do not relate to any 
securities other than securities which 
are direct obligations of or obligations 
guaranteed as to principal or interest 
by the United States, or securities 
issued or guaranteed by corporations 
in which the United States has a di-
808 
rect or indirect interest which shall 
have been designated by the Secretary 
of the Treasury, pursuant to section 
3(a)(12) of the Securities Exchange 
Act of 1934, as exempted securities 
for the purposes of that Act. 
(xi) Financial data processing by any 
technological means, including providing 
data processing, access to or use of data-
bases or facilities, or advice regarding 
processing or archiving, if the data to be 
processed, furnished, stored, or archived 
are financial, banking, or economic, except 
that it shall not be considered a ‘‘financial 
activity’’ with respect to financial data 
processing— 
(I) to the extent the person is 
providing interactive computer service, 
as defined in section 230 of the Com-
munications Act of 1934 (47 U.S.C. 
230); or 
(II) if the person— 
(aa) unknowingly or inciden-
tally transmits, processes, or 
stores financial data in a manner
809 
that such data is undifferentiated 
from other types of data that the 
person transmits, processes, or 
stores; 
(bb) does not provide to any 
consumer a consumer financial 
product or service in connection 
with or relating to in any manner 
financial data processing; and 
(cc) does not provide a ma-
terial service to any covered per-
son in connection with the provi-
sion of a consumer financial 
product or service. 
(xii) Money transmitting. 
(xiii) Sale, provision or issuance of 
stored value, except that, in the case of a 
sale, only if the seller influences the terms 
or conditions of the stored value provided 
to the consumer. 
(xiv) Acting as a money services busi-
ness. 
(xv) Acting as a custodian of money 
or any financial instrument.
810 
(xvi)(I) Any other activity that the Di-
rector defines, by regulation, as a financial 
activity after finding that— 
(aa) the activity is financial 
in nature or is otherwise a per-
missible activity for a bank or 
bank holding company, including 
a financial holding company, 
under any provision of Federal 
law or regulation applicable to a 
bank or bank holding company, 
including 
a 
financial 
holding 
company; 
(bb) the activity is incidental 
or complementary to any other fi-
nancial activity regulated by the 
Agency; or 
(cc) the activity is entered 
into or conducted as a subterfuge 
or with a purpose to evade any 
requirement under this title, the 
enumerated consumer laws, and 
the authorities transferred under 
subtitles F and H.
811 
(II) For purposes of subclause (I)(bb), 
the following activities provided to a cov-
ered person shall not be ‘‘incidental or 
complementary’’: 
(aa) Providing information prod-
ucts or services to a covered person 
for identity authentication. 
(bb) Providing information prod-
ucts or services for fraud or identify 
theft detection, prevention, or inves-
tigation. 
(cc) Providing document retrieval 
or delivery services. 
(dd) Providing public records in-
formation retrieval. 
(ee) Providing information prod-
ucts or services for anti-money laun-
dering activities. 
(B) EXCEPTIONS.—The term ‘‘financial 
activity’’ shall not include the business of insur-
ance or the provision of electronic data trans-
mission, routing, intermediate or transient stor-
age, or connections to a system or network, 
where the person providing such services does 
not select or modify the content of the elec-
812 
tronic data, is not the sender or the intended 
recipient of the data, and such person trans-
mits, routes, stores, or provides connections for 
electronic data, including financial data, in a 
manner that such financial data is undifferen-
tiated from other types of data that such per-
son transmits, routes, stores, or provides con-
nections. 
(20) FINANCIAL PRODUCT OR SERVICE.—The 
term ‘‘financial product or service’’ means any prod-
uct or service that, directly or indirectly, results 
from or is related to engaging in 1 or more financial 
activities. 
(21) FOREIGN EXCHANGE.—The term ‘‘foreign 
exchange’’ means the exchange, for compensation, of 
currency of the United States or of a foreign govern-
ment for currency of another government. 
(22) INSURED CREDIT UNION.—The term ‘‘in-
sured credit union’’ has the same meaning as in sec-
tion 101 of the National Credit Union Act. 
(23) INSURED DEPOSITORY INSTITUTION.—The 
term ‘‘insured depository institution’’ has the same 
meaning as in section 3 of the Federal Deposit In-
surance Act and shall include any uninsured branch
813 
or agency of a foreign bank or a commercial lending 
company owned or controlled by a foreign bank. 
(24) MONEY SERVICES BUSINESS.—The term 
‘‘money services business’’ means a person that— 
(A) receives currency, monetary value, or 
payment instruments for the purpose of ex-
changing or transmitting the same by any 
means, including transmission by wire, fac-
simile, electronic transfer, courier, the Internet, 
or through bill payment services, or other busi-
nesses that facilitate third-party transfers with-
in the United States or to or from the United 
States; or 
(B) issues payment instruments or stored 
value. 
(25) 
MONEY
TRANSMITTING.—The 
term 
‘‘money transmitting’’ means the receipt by a person 
of currency, monetary value, or payment instru-
ments for the purpose of transmitting the same to 
any third-party by any means, including trans-
mission by wire, facsimile, electronic transfer, cou-
rier, the Internet, or through bill payment services. 
(26) PAYMENT INSTRUMENT.—The term ‘‘pay-
ment instrument’’ means a check, draft, warrant, 
money order, traveler’s check, electronic instrument,
814 
or other instrument, payment of money, or monetary 
value (other than currency). 
(27) PERSON.—The term ‘‘person’’ means an 
individual, partnership, company, corporation, asso-
ciation (incorporated or unincorporated), trust, es-
tate, cooperative organization, or other entity. 
(28) PERSON REGULATED BY A STATE INSUR-
ANCE REGULATOR.—The term ‘‘person regulated by 
a State insurance regulator’’ means any person who 
is— 
(A) engaged in the business of insurance; 
and 
(B) subject to regulation by any State in-
surance regulator, 
but only to the extent that such person acts in such 
capacity. 
(29) PERSON REGULATED BY THE COMMODITY 
FUTURES TRADING COMMISSION.—The term ‘‘person 
regulated by the Commodity Futures Trading Com-
mission’’ means any futures commission merchant, 
commodity trading adviser, commodity pool oper-
ator, introducing broker, boards of trade, derivatives 
clearing organizations, multilateral clearing organi-
zations, retail foreign exchange dealer, or swap exe-
cution facility to the extent that such person’s ac-
815 
tions are subject to the jurisdiction of the Com-
modity Futures Trading Commission under the 
Commodity Exchange Act and any agent, employee, 
or contractor acting on behalf of, registered with, or 
providing services to such person but only to the ex-
tent the person, or the employee, agent, or con-
tractor of such person, acts in a registered capacity. 
(30) PERSON REGULATED BY THE SECURITIES 
AND
EXCHANGE
COMMISSION.—The term ‘‘person 
regulated by the Securities and Exchange Commis-
sion’’ means— 
(A) a broker or dealer that is required to 
be registered under the Securities Exchange Act 
of 1934; 
(B) an investment adviser that is reg-
istered under the Investment Advisers Act of 
1940; 
(C) an investment company that— 
(i) is required to be registered under 
the Investment Company Act of 1940; or 
(ii) is excepted from the definition of 
investment company under section 3(c) of 
such Act, or any successor provision;
816 
(D) a national securities exchange that is 
required to be registered under the Securities 
Exchange Act of 1934; 
(E) a transfer agent that is required to be 
registered under the Securities Exchange Act of 
1934; 
(F) a clearing corporation that is required 
to be registered under the Securities Exchange 
Act of 1934; 
(G) any municipal securities dealer that is 
registered with the Securities and Exchange 
Commission; 
(H) any self-regulatory organization that is 
registered with the Securities and Exchange 
Commission; 
(I) any national securities exchange or 
other entity that is required to be registered 
under the Securities Exchange Act of 1934; 
and 
(J) the Municipal Securities Rulemaking 
Board, 
and any employee, agent, or contractor acting on be-
half of, registered with, or providing services to, any 
such person, but only to the extent that any person 
described in any subparagraph of this paragraph, or
817 
the employee agent, or contractor of such person, 
acts in a registered capacity, or, with respect to a 
person described in subparagraph (C)(ii), any em-
ployee, agent, or contractor acting on behalf of, or 
providing services to any such person, but only to 
the extent that such person, or the employee, agent, 
or contractor of such person acts in such exempt ca-
pacity. 
(31) PROVISION
OF
A
CONSUMER
FINANCIAL 
PRODUCT OR SERVICE.—The terms ‘‘provision of a 
consumer financial product or service’’ and ‘‘pro-
viding a consumer financial product or service’’ 
mean the advertisement, marketing, solicitation, 
sale, disclosure, delivery, or account maintenance or 
servicing of a consumer financial product or service. 
(32) PERSON
THAT
PERFORMS
INCOME
TAX 
PREPARATION
ACTIVITIES
FOR
CONSUMERS.—The 
term ‘‘person that performs income tax preparation 
activities for consumers’’ means— 
(A) any tax return preparer (as defined in 
section 7701(a)(36) of the Internal Revenue 
Code of 1986), regardless of whether com-
pensated, but only to the extent that the person 
acts in such capacity;
818 
(B) any person regulated by the Secretary 
of the Treasury under section 330 of title 31, 
United States Code, but only to the extent that 
the person acts in such capacity; and 
(C) any authorized IRS e-file Providers (as 
defined for purposes of section 7216 of the In-
ternal Revenue Code of 1986), but only to the 
extent that the person acts in such capacity. 
(33) RELATED PERSON.— 
(A) IN GENERAL.—The term ‘‘related per-
son’’, when used in connection with a covered 
person that is not a bank holding company, 
credit union, depository institution, means— 
(i) any director, officer, employee 
charged with managerial responsibility, or 
controlling stockholder of, or agent for, 
such covered person; 
(ii) any shareholder, consultant, joint 
venture partner, and any other person as 
determined by the Director (by regulation 
or on a case-by-case basis) who materially 
participates in the conduct of the affairs of 
such covered person; and 
(iii) any independent contractor (in-
cluding any attorney, appraiser, or ac-
819 
countant), with respect to such covered 
person, who knowingly or recklessly par-
ticipates in any— 
(I) violation of any law or regula-
tion; or 
(II) breach of fiduciary duty. 
(B) TREATMENT OF A RELATED PERSON 
AS A COVERED PERSON.—Any person who is a 
related person under subparagraph (A) shall be 
deemed to be a covered person for all purposes 
of this title, any enumerated consumer law, and 
any law for which authorities were transferred 
by subtitles F and H. 
(34) 
SECRETARY.—The 
term 
‘‘Secretary’’ 
means the Secretary of the Treasury. 
(35) SERVICE PROVIDER.— 
(A) IN GENERAL.—The term ‘‘service pro-
vider’’ means any person who provides a mate-
rial service to a covered person in the provision 
of a consumer financial product or service, in-
cluding a person who— 
(i) facilitates the design of, or oper-
ations relating to the provision of, the con-
sumer financial product or service;
820 
(ii) has direct interaction with a con-
sumer (whether in person or via tele-
communication device or other similar 
technology) regarding the consumer finan-
cial product or service; or 
(iii) processes transactions relating to 
the consumer financial product or service. 
(B) EXCEPTIONS.—The term ‘‘service pro-
vider’’ shall not apply to a person solely by vir-
tue of such person providing or selling to a cov-
ered person— 
(i) a support service of a type pro-
vided to businesses generally or a similar 
ministerial service; 
(ii) a service that does not materially 
affect the terms or conditions of the con-
sumer financial product or service, its per-
formance or operation, or the propensity of 
a consumer to obtain or use such product 
or service; or 
(iii) time or space for an advertise-
ment for a consumer financial product or 
service through print, newspaper, or elec-
tronic media.
821 
(36) STATE.—The term ‘‘State’’ means any 
State, territory, or possession of the United States, 
the District of Columbia, Commonwealth of Puerto 
Rico, Commonwealth of the Northern Mariana Is-
lands, Guam, American Samoa, or the United States 
Virgin Islands or any federally recognized Indian 
tribe as defined by the Secretary of the Interior 
under section 104(a) of the Federally Recognized In-
dian Tribe List Act of 1994 (25 U.S.C. 479a–1(a)). 
(37) 
STORED
VALUE.—The 
term 
‘‘stored 
value’’— 
(A) means funds or monetary value rep-
resented in any electronic format, whether or 
not specially encrypted, and stored or capable 
of storage on electronic media in such a way as 
to be retrievable and transferred electronically; 
and 
(B) includes a prepaid debit card or prod-
uct (other than a card or product used solely 
for telephone services) or any other similar 
product, 
regardless of whether the amount of the funds or 
monetary value may be increased or reloaded.
822 
(38) AGENCY
CONVERSION
DATE.—The term 
‘‘Agency conversion date’’ means the date that is 2 
years after the designated transfer date. 
Subtitle A—Establishment of the 
Agency 
SEC. 4101. ESTABLISHMENT OF THE CONSUMER FINANCIAL 
PROTECTION AGENCY. 
(a) AGENCY ESTABLISHED.—There is established the 
Consumer Financial Protection Agency as an independent 
agency to regulate the provision of consumer financial 
products or services under this title, the enumerated con-
sumer laws, and the authorities transferred under sub-
titles F and H. 
(b) AGENCY STRUCTURE.— 
(1) INITIAL STRUCTURE.—The Agency shall be 
led by a Director or Acting Director, established 
pursuant to section 4102, until the day before the 
Agency conversion date. 
(2) SUBSEQUENT STRUCTURE.—On and after 
the Agency conversion date, the Agency shall consist 
of the commission established under section 4103. 
(c) PRINCIPAL OFFICE.—The principal office of the 
Agency shall be located in the city of Washington, District 
of Columbia, at 1 or more sites.
823 
SEC. 4102. DIRECTOR. 
(a) ESTABLISHMENT OF POSITION.— 
(1) IN GENERAL.—There is hereby established 
the position of the Director of the Agency who shall 
be the head of the Agency. 
(2) 
AUTHORITY
TO
PRESCRIBE
REGULA-
TIONS.—The Director may prescribe such regula-
tions and issue such orders in accordance with this 
title as the Director may determine to be necessary 
for carrying out this title and all other laws within 
the Director’s jurisdiction and shall exercise any au-
thorities granted under this title and all other laws 
within the Director’s jurisdiction. 
(b) APPOINTMENT; TERM.— 
(1) NOMINATION.—Within 60 days after the 
date of enactment of this title, the President shall 
nominate the Director, from among individuals 
who— 
(A) are citizens of the United States; and 
(B) have strong competencies and experi-
ences related to consumer financial protection. 
(2) APPOINTMENT
SUBJECT
TO
CONFIRMA-
TION.—The Director nominated under paragraph 
(1) shall be appointed by and with the advice and 
consent of the Senate.
824 
(3) ACTING DIRECTOR BEFORE SENATE CON-
FIRMATION.—The individual nominated pursuant to 
paragraph (1) shall serve as Acting Director with 
full authorities granted to the Director under this 
title until the Director is confirmed by the Senate. 
(4) TERM.—The Director shall be appointed for 
a term that ends on the Agency conversion date. 
(5) REMOVAL.—The Director may be removed 
before the end of a term only for cause. 
(6) VACANCY.— 
(A) IN GENERAL.—A vacancy in the posi-
tion of Director which occurs before the expira-
tion of the term for which a Director was ap-
pointed shall be filled in the manner established 
in paragraph (2) and the Director appointed to 
fill such vacancy shall be appointed only for the 
remainder of such term. 
(B) ACTING DIRECTOR.— 
(i) IN GENERAL.—In the event of va-
cancy or during the absence of the Direc-
tor (who has been confirmed by the Senate 
pursuant to paragraph (2)), an Acting Di-
rector shall be appointed in the manner 
provided in section 3345 of title 5, United 
States Code.
825 
(ii) AUTHORITY
OF
ACTING
DIREC-
TOR.—Any individual serving as Acting Di-
rector under this subparagraph shall be 
vested with all authority, duties, and privi-
leges of the Director. 
(7) SERVICE AFTER END OF TERM.—An indi-
vidual may serve as Director after the expiration of 
the term for which appointed until a successor Di-
rector has been appointed and qualified. 
(c) PROHIBITION ON FINANCIAL INTERESTS.—The 
Director shall not have a direct or indirect financial inter-
est in any covered person. 
(d) COMPENSATION.—The Director shall receive com-
pensation at the rate prescribed for Level I of the Execu-
tive Schedule under section 5313 of title 5, United States 
Code. 
SEC. 4103. ESTABLISHMENT AND COMPOSITION OF THE 
COMMISSION. 
(a) ESTABLISHMENT OF THE COMMISSION.— 
(1) IN GENERAL.—On the Agency conversion 
date, there shall be established a commission (here-
inafter in this section referred to as the ‘‘Commis-
sion’’) that shall by operation of law succeed to all 
of the authorities of the Director of the Agency 
granted under this title and any other law.
826 
(2) 
AUTHORITY
TO
PRESCRIBE
REGULA-
TIONS.—The Commission may prescribe such regu-
lations and issue such orders in accordance with this 
title as the Commission may determine to be nec-
essary for carrying out this title and all other laws 
within the Commission’s jurisdiction and shall exer-
cise any authorities granted under this title and all 
other laws within the Commission’s jurisdiction. 
(b) COMPOSITION OF THE COMMISSION.— 
(1) IN
GENERAL.—The Commission shall be 
composed of 5 members who shall be appointed by 
the President, by and with the advice and consent 
of the Senate, from among individuals who— 
(A) are citizens of the United States; and 
(B) have strong competencies and experi-
ences related to consumer financial protection. 
(2) INITIAL APPOINTMENTS.— 
(A) IN GENERAL.—The initial members of 
the Commission, other than the initial Chair, 
may be appointed by the President, by and with 
the advice and consent of the Senate, prior to 
the Agency conversion date, but may not serve 
in their positions until such date. 
(B) STAGGERING.—Except as provided 
under subsection (d)(1), the members of the
827 
Commission shall serve staggered terms, which 
initially shall be established by the President 
for terms of 1, 2, 4, and 5 years, respectively. 
(3) TERMS.— 
(A) IN GENERAL.—Except as provided in 
subsection (d)(1), each member of the Commis-
sion, including the Chair, shall serve for a term 
of 5 years. 
(B) REMOVAL FOR CAUSE.—The President 
may remove any member of the Commission 
only for inefficiency, neglect of duty, or malfea-
sance in office. 
(C) VACANCIES.—Any member of the 
Commission appointed to fill a vacancy occur-
ring before the expiration of the term to which 
that member’s predecessor was appointed (in-
cluding the Chair) shall be appointed only for 
the remainder of the term. 
(D) CONTINUATION
OF
SERVICE.—Each 
member of the Commission may continue to 
serve after the expiration of the term of office 
to which that member was appointed until a 
successor has been appointed by the President 
and confirmed by the Senate, except that a 
member may not continue to serve more than 1
828 
year after the date on which that member’s 
term would otherwise expire. 
(E) OTHER EMPLOYMENT PROHIBITED.— 
No member of the Commission shall engage in 
any other business, vocation, or employment. 
(c) AFFILIATION.—With respect to members ap-
pointed pursuant to subsection (b), not more than 3 shall 
be members of any one political party. 
(d) CHAIR OF THE COMMISSION.— 
(1) APPOINTMENT.— 
(A) INITIAL CHAIR.—The first Chair of the 
Commission shall be the Director or Acting Di-
rector serving on the day before the Agency 
conversion date, and such individual shall serve 
in the position of Chair for a period of 3 years. 
(B) SUBSEQUENT
CHAIRS.—Subsequent 
chairs shall be appointed by the President from 
among the members of the Commission to serve 
as the Chair. 
(2) AUTHORITY.—The Chair shall be the prin-
cipal executive officer of the Agency, and shall exer-
cise all of the executive and administrative functions 
of the Agency, including with respect to— 
(A) the appointment and supervision of 
personnel employed under the Agency (other
829 
than personnel employed regularly and full time 
in the immediate offices of members of the 
Commission other than the Chair); 
(B) the distribution of business among per-
sonnel appointed and supervised by the Chair 
and among administrative units of the Agency; 
and 
(C) the use and expenditure of funds. 
(3) LIMITATION.—In carrying out any of the 
Chair’s functions under the provisions of this sub-
section the Chair shall be governed by general poli-
cies of the Commission and by such regulatory deci-
sions, findings, and determinations as the Commis-
sion may by law be authorized to make. 
(4) REQUESTS OR ESTIMATES RELATED TO AP-
PROPRIATIONS.—Requests or estimates for regular, 
supplemental, or deficiency appropriations on behalf 
of the Commission may not be submitted by the 
Chair without the prior approval of the commission. 
(e) NO IMPAIRMENT BY REASON OF VACANCIES.— 
No vacancy in the members of the Commission shall im-
pair the right of the remaining members of the Commis-
sion to exercise all the powers of the Commission. Three 
members of the Commission shall constitute a quorum for 
the transaction of business, except that if there are only
830 
3 members serving on the Commission because of vacan-
cies in the Commission, 2 members of the Commission 
shall constitute a quorum for the transaction of business. 
If there are only 2 members serving on the Commission 
because of vacancies in the Commission, 2 members shall 
constitute a quorum for the 6-month period beginning on 
the date of the vacancy which caused the number of Com-
mission members to decline to 2. 
(f) SEAL.—The Commission shall have an official 
seal. 
(g) COMPENSATION.— 
(1) CHAIR.—The Chair shall receive compensa-
tion at the rate prescribed for level I of the Execu-
tive Schedule under section 5313 of title 5, United 
States Code. 
(2) OTHER MEMBERS OF THE COMMISSION.— 
The 4 other members of the Commission shall each 
receive compensation at the rate prescribed for level 
II of the Executive Schedule under section 5314 of 
title 5, United States Code. 
(h) INITIAL QUORUM ESTABLISHED.—During any 
time period prior to the confirmation of at least two mem-
bers of the Commission under subsection (b)(2), one mem-
ber of the Commission shall constitute a quorum for the 
transaction of business. Following the confirmation of at
831 
least 2 additional commissioners, the quorum require-
ments of subsection (e) shall apply. 
(i) DEFINITIONS.—Notwithstanding section 4002, 
for purposes of this section: 
(1) AGENCY.—The term ‘‘Agency’’ means the 
Consumer Financial Protection Agency. 
(2) DIRECTOR.—The term ‘‘Director’’ means 
the Director of the Agency. 
SEC. 4104. CONSUMER FINANCIAL PROTECTION OVER-
SIGHT BOARD. 
(a) ESTABLISHED.—There is hereby established the 
Consumer Financial Protection Oversight Board as an in-
strumentality of the United States. 
(b) DUTIES AND POWERS.— 
(1) DUTY TO ADVISE DIRECTOR.—The Board 
shall advise the Director on— 
(A) the consistency of a proposed regula-
tion of the Director with prudential, market, or 
systemic objectives administered by the agencies 
that comprise the Board; 
(B) the overall strategies and policies in 
carrying out the duties of the Director under 
this title; and
832 
(C) actions the Director can take to en-
hance and ensure that all consumers are subject 
to robust financial protection. 
(2) LIMITATION ON POWERS.—The Board may 
not exercise any executive authority, and the Direc-
tor may not delegate to the Board any of the func-
tions, powers, or duties of the Director. 
(c) COMPOSITION.—The Board shall be comprised of 
7 members as follows: 
(1) The Chairman of the Board of Governors. 
(2) The head of the agency responsible for 
chartering and regulating national banks. 
(3) The Chairperson of the Federal Deposit In-
surance Corporation. 
(4) The Chairman of the National Credit Union 
Administration. 
(5) The Chairman of the Federal Trade Com-
mission. 
(6) The Secretary of Housing and Urban Devel-
opment. 
(7) The Chairman of the liaison committee of 
representatives of State agencies to the Financial In-
stitutions Examination Council. 
(d) REPRESENTATIVE OF ADDITIONAL INTERESTS.—
833 
(1) COMPOSITION.—Notwithstanding subsection 
(c), the President, by and with the advice and con-
sent of the Senate, shall appoint 5 additional mem-
bers of the Board from among experts in the fields 
of consumer protection, fair lending and civil rights, 
representatives of depository institutions that pri-
marily serve underserved communities, or represent-
atives of communities that have been significantly 
impacted by higher-priced mortgage loans, as such 
communities are identified by the Director through 
an analysis of data received by reason of the provi-
sions of the Home Mortgage Disclosure Act of 1975 
or other data on lending patterns. 
(2) AFFILIATION.—With respect to members 
appointed pursuant to paragraph (1), not more than 
3 shall be members of any one political party. 
(e) MEETINGS.— 
(1) IN GENERAL.—The Board shall meet upon 
notice by the Director, but in no event shall the 
Board meet less frequently than once every 3 
months. 
(2) SPECIAL MEETINGS.—Any member of the 
Board may, upon giving written notice to the Direc-
tor, require a special meeting of the Board.
834 
(f) PROHIBITION ON ADDITIONAL COMPENSATION.— 
Members of the Board may not receive additional pay, al-
lowances, or benefits by reason of their service on the 
Board. 
(g) COMPLAINTS RELATED TO REQUIRED OFFERING 
OF SPECIFIC FINANCIAL PRODUCTS OR SERVICES.—The 
Board shall establish procedures to receive and analyze 
complaints from any person claiming that the Director is 
not in compliance with the requirements under section 
4311. 
SEC. 4105. EXECUTIVE AND ADMINISTRATIVE POWERS. 
The Director may exercise all executive and adminis-
trative functions of the Agency, including to— 
(1) establish regulations for conducting the 
Agency’s general business in a manner not incon-
sistent with this title; 
(2) bind the Agency and enter into contracts; 
(3) direct the establishment of and maintain di-
visions or other offices within the Agency in order to 
fulfill the responsibilities of this title, the enumer-
ated consumer laws, and the authorities transferred 
under subtitles F and H, and to satisfy the require-
ments of other applicable law, except that the Direc-
tor shall not exercise any authorities that are grant-
835 
ed to State insurance authorities under section 
505(a)(6) of the Gramm-Leach-Bliley Act; 
(4) coordinate and oversee the operation of all 
administrative, enforcement, and research activities 
of the Agency; 
(5) adopt and use a seal; 
(6) determine the character of and the necessity 
for the Agency’s obligations and expenditures, and 
the manner in which they shall be incurred, allowed, 
and paid; 
(7) delegate authority, at the Director’s discre-
tion, to any officer or employee of the Agency to 
take action under any provision of this title or under 
other applicable law; 
(8) to implement this title and the Agency’s au-
thorities under the enumerated consumer laws and 
under subtitles F and H through regulations, orders, 
guidance, interpretations, statements of policy, ex-
aminations, and enforcement actions; and 
(9) perform such other functions as may be au-
thorized or required by law. 
SEC. 4106. ADMINISTRATION. 
(a) OFFICERS.—The Director shall appoint the fol-
lowing officials:
836 
(1) A secretary, who shall be charged with 
maintaining the records of the Agency and per-
forming such other activities as the Director directs. 
(2) A general counsel, who shall be charged 
with overseeing the legal affairs of the Agency and 
performing such other activities as the Director di-
rects. 
(3) An inspector general, who shall have the au-
thority and functions of an inspector general of an 
establishment under the Inspector General Act of 
1978 (5 U.S.C. App. 3). 
(4) An Ombudsperson, who shall— 
(A) develop and maintain expertise in and 
understanding of the law relating to consumer 
financial products; 
(B) at the request of a Federal agency or 
a State agency, and with the prior approval of 
the Director, advise such agency with respect to 
actions that may affect consumers; 
(C) advise consumers who may have a le-
gitimate potential or actual claim against a 
Federal agency involving the provision of con-
sumer financial products regarding their rights 
under this title;
837 
(D) identify Federal agency actions that 
have potential implications for consumers and, 
if appropriate, and with the prior approval of 
the Director, advise the relevant Federal agen-
cies with respect to those implications; 
(E) provide information to private citizens, 
civic groups, Federal agencies, State agencies, 
and other interested parties regarding the 
rights of those parties under this title; 
(F) develop, maintain, and provide exper-
tise designed to assist covered persons, espe-
cially smaller depository institutions and other 
smaller entities to comply with regulations and 
other requirements issued to implement the pro-
visions of this title, and where such assistance 
for smaller depository institutions shall be pro-
vided jointly by the Agency and the appropriate 
Federal banking agency; 
(G) develop procedures to assist covered 
persons, especially smaller depository institu-
tions and other smaller entities, in responding 
to or challenging actions taken by the Director 
or the Agency to implement the provisions of 
this title and to ensure that safeguards exist to
838 
preserve the confidentiality of covered persons 
using those procedures; and 
(H) perform such other duties as the Di-
rector may delegate to the Ombudsperson. 
(b) PERSONNEL.— 
(1) APPOINTMENT.—The Director may fix the 
number of, and appoint and direct, all employees of 
the Agency. 
(2) COMPENSATION.— 
(A) PAY.—The Director shall fix, adjust, 
and administer the pay for all employees of the 
Agency without regard to the provisions of 
chapter 51 or subchapter III of chapter 53 of 
title 5, United States Code. 
(B) BENEFITS.—The Director may provide 
additional benefits to Agency employees if the 
same type of benefits are then being provided 
by the Board of Governors or, if not then being 
provided, could be provided by the Board of 
Governors under applicable provisions of law or 
regulations. 
(C) MINIMUM
STANDARD.—The Director 
shall at all times provide compensation and ben-
efits to classes of employees that, at a min-
imum, are equivalent to the compensation and
839 
benefits provided by the Board of Governors for 
the corresponding class of employees in any fis-
cal year. 
(c) SPECIFIC FUNCTIONAL UNITS.— 
(1) RESEARCH.—The Agency shall establish a 
unit whose functions shall include— 
(A) conducting research on consumer fi-
nancial counseling and education, including— 
(i) on the topics of debt, credit, sav-
ings, financial product usage, and financial 
planning; 
(ii) exploring effective methods, tools, 
and approaches; and 
(iii) identifying ways to incorporate 
new technology for the delivery and evalua-
tion of financial counseling and education 
efforts; 
(B) researching, analyzing, and reporting 
on— 
(i) current and prospective develop-
ments in markets for consumer financial 
products or services, including market 
areas of alternative consumer financial 
products or services with high growth 
rates;
841 
tionwide basis (as defined in section 
603(p) of the Fair Credit Reporting Act; 
15 U.S.C. 1681a(p)), and whether such 
variations disadvantage consumers; 
(C) identifying priorities for consumer fi-
nancial education efforts, based on consumer 
complaints, research or analysis conducted pur-
suant to subparagraph (A), or other informa-
tion; and 
(D) testing and identifying methods of 
educating consumers to determine which meth-
ods are most effective. 
(2) COMMUNITY AFFAIRS.—The Director shall 
establish a unit whose functions shall include pro-
viding information, guidance, and technical assist-
ance regarding the provision of consumer financial 
products or services to traditionally underserved con-
sumers and communities. 
(3) CONSUMER COMPLAINTS.— 
(A) IN GENERAL.—The Director shall es-
tablish a unit whose functions shall include es-
tablishing a central database, or utilizing an ex-
isting database, for collecting and tracking in-
formation on consumer complaints about con-
842 
sumer financial products or services and resolu-
tion of complaints. 
(B) COORDINATION.—In performing the 
functions described in subparagraph (A), the 
Director shall coordinate with the Federal 
banking agencies, the Federal Trade Commis-
sion, other Federal agencies, and other regu-
latory agencies or enforcement authorities. 
(C) DATA
SHARING
REQUIRED.—To the 
extent permitted by law and the regulations 
prescribed by the Director regarding the con-
fidential treatment of information, the Director 
shall share data relating to consumer com-
plaints with Federal banking agencies, the Fed-
eral Trade Commission, other Federal agencies, 
and State regulators. To the extent permitted 
by law and the regulations prescribed by the 
Federal banking agencies and other Federal 
agencies regarding the confidential treatment of 
information, the Federal banking agencies and 
other Federal agencies, respectively, shall share 
data relating to consumer complaints with the 
Director and the Agency. 
(D) CONSUMER COMPLAINT WEB SITE.— 
The Director shall establish an Internet Web
843 
site for consumer complaints and inquiries con-
cerning institutions regulated by the Agency. 
The Web site shall be interoperable with the 
database established under subparagraph (A). 
(4) CONSUMER FINANCIAL EDUCATION.— 
(A) IN GENERAL.—The Agency shall es-
tablish a unit to be named the Office of Finan-
cial Literacy, whose functions shall include ac-
tivities designed to facilitate the education of 
consumers on consumer financial products and 
services, including through the dissemination of 
materials to consumers on such topics. 
(B) DIRECTOR.—The Office of Financial 
Literacy shall be headed by a director. 
(C) DUTIES.—Such unit shall— 
(i) develop goals for programs to be 
provided by persons that provide consumer 
financial education and counseling, includ-
ing programs through which such per-
sons— 
(I) provide one-on-one financial 
counseling; 
(II) help individuals understand 
basic banking and savings tools;
844 
(III) help individuals understand 
their credit history and credit score; 
(IV) assist individuals in efforts 
to plan for major purchases, reduce 
their debt, and improve their financial 
stability; and 
(V) work with individuals to de-
sign plans for long-term savings; 
(ii) develop recommendations regard-
ing effective certification of persons pro-
viding programs, or performing the activi-
ties, described in clause (i), including rec-
ommendations regarding— 
(I) certification processes and 
standards for certification; 
(II) appropriate certifying bodies; 
and 
(III) mechanisms for funding the 
certification processes; 
(iii) develop a technology tool to col-
lect data on financial education and coun-
seling outcomes; and 
(iv) conduct research to identify effec-
tive methods, tools, technoloy, and strate-
gies to educate and counsel consumers
845 
about personal finance management, in-
cluding on the topics of debt, credit, sav-
ings, financial product usage, and financial 
planning. 
(D) COORDINATION.—Such unit shall co-
ordinate with other units within the Agency in 
carrying out its functions, including— 
(i) working with the unit established 
under paragraph (2) to— 
(I) provide information and re-
sources to community organizations, 
nonprofit organizations, and other en-
tities to assist in helping educate con-
sumers 
about 
consumer 
financial 
products and services; and 
(II) develop a marketing strategy 
to promote financial education and 
one-on-one counseling; and 
(ii) working with the unit established 
under paragraph (1) to conduct research 
related to consumer financial education 
and counseling. 
(d) SINGLE TOLL-FREE TELEPHONE NUMBER FOR 
CONSUMER COMPLAINTS AND INQUIRIES.—
846 
(1) CALL INTAKE SYSTEM.—The Consumer Fi-
nancial Protection Agency shall establish a single, 
toll-free telephone number for consumer complaints 
and inquiries concerning institutions regulated by 
such agencies and a system for collecting and moni-
toring complaints and, as soon as practicable, a sys-
tem for routing such calls to the Federal financial 
institution regulatory agency that primarily super-
vises the financial institution, or that is otherwise 
the appropriate Federal agency to address the sub-
ject of the complaint or inquiry. 
(2) ROUTING CALLS TO STATES.—To the extent 
practicable, State agencies may receive appropriate 
call transfers from the system established under 
paragraph (1) if— 
(A) the State agency’s system has the 
functional capacity to receive calls routed by the 
system; and 
(B) the State agency has satisfied any con-
ditions of participation in the system that the 
Council, 
coordinating 
with 
State 
agencies 
through the chairperson of the State Liaison 
Committee, may establish. 
(e) REPORT TO THE CONGRESS.—Before the end of 
the 6-month period beginning on the date of the enact-
848 
(f) OFFICE OF FINANCIAL PROTECTION FOR OLDER 
AMERICANS.— 
(1) ESTABLISHMENT.—Before the end of the 
180-day period beginning on the date of the enact-
ment of this title, the Director shall establish within 
the Agency the Office of Financial Protection for 
Older Americans, whose functions shall include ac-
tivities designed to facilitate the financial literacy of 
individuals who have attained the age of 62 years or 
more (in this paragraph, referred to as ‘‘seniors’’) 
on protection from unfair and deceptive practices 
and on current and future financial choices, includ-
ing through the dissemination of materials to seniors 
on such topics. 
(2) DIRECTOR.—The Office of Financial Pro-
tection for Older Americans shall be headed by a di-
rector. 
(3) DUTIES.—Such unit shall perform the fol-
lowing duties: 
(A) Develop goals for programs that pro-
vide seniors financial literacy and counseling, 
including programs that— 
(i) help seniors recognize warning 
signs of unfair and deceptive practices, 
protect themselves from such practices;
849 
(ii) provide one-on-one financial coun-
seling on issues including long-term sav-
ings and later-life economic security; and 
(iii) provide personal consumer credit 
advocacy to respond to consumer problems 
caused by unfair and deceptive practices. 
(B) Monitor certifications or designations 
of financial advisors who advise seniors and 
alert the Securities and Exchange Commission 
and State regulators of certifications or des-
ignations that are identified as unfair or decep-
tive. 
(C) Not later than 18 months after the 
date of the establishment of the Office of Fi-
nancial Protection for Older Americans, submit 
to Congress and the Securities and Exchange 
Commission recommendations of the best prac-
tices for any legislative and regulatory— 
(i) disseminating information regard-
ing the legitimacy of certifications of finan-
cial advisers who advise seniors; 
(ii) methods in which a senior can 
identify the financial advisor most appro-
priate for the senior’s needs; and
850 
(iii) methods in which a senior can 
verify a financial advisor’s credentials. 
(D) Conduct research to identify best prac-
tices and effective methods, tools, technology 
and strategies to educate and counsel seniors 
about personal finance management with a 
focus on— 
(i) protecting themselves from unfair 
and deceptive practices; 
(ii) long-term savings; and 
(iii) planning for retirement and long- 
term care. 
(E) Coordinate consumer protection efforts 
of seniors with other Federal agencies and 
State regulators, as appropriate, to promote 
consistent, effective, and efficient enforcement. 
(F) Work with community organizations, 
non-profit organizations, and other entities that 
are involved with educating or assisting seniors 
(including the National Education and Re-
source Center on Women and Retirement Plan-
ning). 
(g) OFFICE OF FAIR LENDING AND EQUAL OPPOR-
TUNITY.—
851 
(1) ESTABLISHMENT.—Before the end of the 
180-day period beginning on the date of the enact-
ment of this title, the Director shall establish within 
the Agency the Office of Fair Lending and Equal 
Opportunity. 
(2) FUNCTIONS.—The Office of Fair Lending 
and Equal Opportunity shall have such powers and 
duties as the Director may delegate the Office which 
shall include the following functions: 
(A) Providing oversight and enforcement of 
Federal laws intended to ensure the fair, equi-
table, and nondiscriminatory access to credit for 
both individuals and communities that are en-
forced by the Agency, including the Equal 
Credit Opportunity Act and the Home Mort-
gage Disclosure Act. 
(B) Coordinating fair lending enforcement 
efforts of the Agency with other Federal agen-
cies and State regulators, as appropriate, to 
promote consistent, efficient and effective en-
forcement of Federal fair lending laws. 
(C) Working with private industry, fair 
lending, civil rights, consumer and community 
advocates on the promotion of fair lending com-
pliance and education.
852 
(D) Providing annual reports to the Con-
gress on the Agency’s efforts to fulfill its fair 
lending mandate. 
(3) ADMINISTRATION
OF
OFFICE.—There is 
hereby established the position of Assistant Director 
of the Agency for Fair Lending and Equal Oppor-
tunity who— 
(A) shall be appointed by the Director; 
(B) shall carry out such duties as the Di-
rector may delegate to such Assistant Director; 
and 
(C) shall serve as the Director of the Of-
fice of Fair Lending and Equal Opportunity. 
(4) PROHIBITIONS ON PARTICIPATION IN PRO-
GRAMS WITH RESPECT TO CERTAIN INDICTED ORGA-
NIZATIONS.— 
(A) PROHIBITION.—The Director of the 
Office of Fair Lending and Equal Opportunity 
may not allow a covered organization to partici-
pate in any program established by such Direc-
tor. 
(B) COVERED
ORGANIZATION.—In this 
paragraph, the term ‘‘covered organization’’ 
means any of the following:
853 
(i) Any organization that has been in-
dicted for a violation under any Federal or 
State law governing the financing of a 
campaign for election for public office or 
any law governing the administration of an 
election for public office, including a law 
relating to voter registration. 
(ii) Any organization that had its 
State corporate charter terminated due to 
its failure to comply with Federal or State 
lobbying disclosure requirements. 
(iii) Any organization that has filed a 
fraudulent form with any Federal or State 
regulatory agency. 
(iv) Any organization that— 
(I) employs any applicable indi-
vidual, in a permanent or temporary 
capacity; 
(II) has under contract or retains 
any applicable individual; or 
(III) has any applicable indi-
vidual acting on the organization’s be-
half or with the express or apparent 
authority of the organization.
854 
(C) ADDITIONAL
DEFINITIONS.—In this 
paragraph: 
(i) The term ‘‘organization’’ includes 
the Association of Community Organiza-
tions for Reform Now (in this paragraph 
referred to as ‘‘ACORN’’) and any 
ACORN-related affiliate. 
(ii) The term ‘‘ACORN-related affil-
iate’’ means any of the following: 
(I) Any State chapter of ACORN 
registered 
with 
the 
Secretary 
of 
State’s office in that State. 
(II) Any organization that shares 
directors, employees, or independent 
contractors with ACORN. 
(III) Any organization that has a 
financial stake in ACORN. 
(IV) Any organization whose fi-
nances, whether federally funded, 
donor-funded, or raised through orga-
nizational goods and services, are 
shared or controlled by ACORN. 
(iii) The term ‘‘applicable individual’’ 
means an individual who has been indicted 
for a violation under Federal or State law
855 
relating to an election for Federal or State 
office. 
(D) REVISION OF FEDERAL ACQUISITION 
REGULATION.—The Federal Acquisition Regu-
lation shall be revised to carry out the provi-
sions of this paragraph relating to contracts. 
(E) SEVERABILITY.—If any provision of 
this section or any application of such provision 
to any person or circumstance is held to be un-
constitutional, the remainder of this section and 
the application of the provision to any other 
person or circumstance shall not be affected. 
SEC. 4107. CONSUMER ADVISORY BOARD. 
(a) ESTABLISHMENT REQUIRED.—The Director shall 
establish a Consumer Advisory Board to advise and con-
sult with the Director in the exercise of the functions of 
the Director and the Agency under this title, the enumer-
ated consumer laws, and to provide information on emerg-
ing practices in the consumer financial products or serv-
ices industry. 
(b) MEMBERSHIP.— 
(1) IN GENERAL.—In appointing the members 
of the Consumer Advisory Board, the Director shall 
seek—
856 
(A) to assemble experts in financial serv-
ices, community development, fair lending and 
civil rights, consumer protection, and consumer 
financial products or services; and 
(B) to represent the interests of covered 
persons and consumers. 
(2) PROHIBITION ON MEMBERSHIP WITH RE-
SPECT TO CERTAIN INDICTED ORGANIZATIONS.—The 
director may not appoint an employee of a covered 
organization (as defined in section 4105(f)(4)(B)) to 
the Consumer Advisory Board. 
(c) POLITICAL AFFILIATION.—Not more than 1 more 
than half of the members of the Consumer Advisory Board 
may be members of the same political party. 
(d) MEETINGS.—The Consumer Advisory Board shall 
meet from time to time at the call of the Director, but, 
at a minimum, shall meet at least twice in each year. 
(e) COMPENSATION AND TRAVEL EXPENSES.—Mem-
bers of the Consumer Advisory Board who are not full- 
time employees of the United States shall— 
(1) be entitled to receive compensation at a rate 
fixed by the Director while attending meetings of the 
Consumer Advisory Board, including travel time; 
and
857 
(2) be allowed travel expenses, including trans-
portation and subsistence, while away from their 
homes or regular places of business. 
SEC. 4108. COORDINATION. 
(a) COORDINATION WITH OTHER FEDERAL AGEN-
CIES AND STATE REGULATORS.—The Director shall co-
ordinate with the Securities and Exchange Commission, 
the Commodity Futures Trading Commission, the Sec-
retary of the Treasury, the Federal Trade Commission, 
and other Federal agencies and State regulators, as appro-
priate, to promote consistent regulatory treatment of, and 
enforcement related to, consumer and investment prod-
ucts, services, and laws. 
(b) COORDINATION OF CONSUMER EDUCATION INI-
TIATIVES.— 
(1) IN GENERAL.—The Director shall coordi-
nate with each agency that is a member of the Fi-
nancial Literacy and Education Commission estab-
lished by the Financial Literacy and Education Im-
provement Act (20 U.S.C. 9701 et seq.) to assist 
each agency in enhancing its existing financial lit-
eracy and education initiatives to better achieve the 
goals in paragraph (2) and to ensure the consistency 
of such initiatives across Federal agencies.
858 
(2) GOALS OF COORDINATION.—In coordinating 
with the agencies described in paragraph (1), the 
Director shall seek to improve efforts to educate 
consumers about financial matters generally, the 
management of their own financial affairs, and their 
judgments about the appropriateness of certain fi-
nancial products. 
(c) COORDINATION.—The Agency may coordinate in-
vestigations, compliance examinations, information shar-
ing, and related activities in support of activities under-
taken pursuant to the Fair Housing Act by other Federal 
agencies. 
SEC. 4109. REPORTS TO THE CONGRESS. 
(a) REPORTS REQUIRED.—The Director shall pre-
pare and submit to the President and the appropriate 
committees of the Congress a report at the beginning of 
each regular session of the Congress, beginning with the 
session following the designated transfer date. 
(b) CONTENTS.—The reports required by subsection 
(a) shall include— 
(1) a list of the significant regulations and or-
ders adopted by the Director, as well as other sig-
nificant initiatives conducted by the Director, during 
the preceding year and the Director’s plan for regu-
859 
lations, orders, or other initiatives to be undertaken 
during the upcoming period; 
(2) an analysis of the major problems con-
sumers of financial products and services were con-
fronted with during the preceding year, including a 
description of the nature of such problems, and rec-
ommendations for such administrative and legislative 
action as may be appropriate to resolve such prob-
lems; 
(3) a list, with a brief statement of the issues, 
of the public supervisory and enforcement actions to 
which the Agency is a party (including adjudication 
proceedings conducted under subtitle E) during the 
preceding year; 
(4) the actions taken regarding regulations, or-
ders, and supervisory actions with respect to covered 
persons which are not credit unions or depository in-
stitutions, including descriptions of the types of such 
covered persons, financial activities, and consumer 
financial products or services affected by such regu-
lations, orders, and supervisory actions; 
(5) an appraisal of significant actions, including 
actions under Federal or State law, by State attor-
neys general or State regulators relating to this title,
860 
the authorities transferred under subtitles F and H, 
and the enumerated consumer laws; 
(6) an analysis of the Agency’s efforts to in-
crease workforce and contracting diversity consistent 
with subtitle I of title I of this Act; 
(7) an analysis of the Agency’s efforts to fulfill 
the fair lending mission of the Agency; and 
(8) an appraisal of the regulatory and legal dif-
ficulties encountered by the Agency in carrying out 
the mission and duties of the Agency with respect to 
consumer protection, including a description of— 
(A) the difficulties and hardships encoun-
tered with respect to coordinating with other 
Federal and State government entities; 
(B) the regulatory and enforcement limita-
tions placed on the Agency by this title; 
(C) the practices of persons, covered and 
uncovered under this title, that allow such per-
sons to harm consumers and escape regulation 
or enforcement, including any trends identified; 
and 
(D) legislative and administrative rec-
ommendations with respect to solving or alle-
viating identified difficulties.
861 
(c) ANNUAL
APPEARANCE
BEFORE
THE
CON-
GRESS.—The Director shall appear before the House 
Committee on Financial Services and the House Com-
mittee on Energy and Commerce at an annual hearing, 
after the report is submitted under subsection (a)— 
(1) to discuss the efforts, activities, objectives 
and plans of the Agency; and 
(2) discuss and answer questions concerning 
such report. 
SEC. 4110. GAO SMALL BUSINESS STUDIES. 
(a) STUDIES REQUIRED.—Not later than the end of 
the 3-year period beginning on the designated transfer 
date, and also 3 years thereafter, the Comptroller General 
of the United States shall carry out a study to examine 
the effects that regulations issued by the Agency have on 
small businesses. 
(b) REPORT.—At the conclusion of each study re-
quired under subsection (a), the Comptroller General of 
the United States shall issue a report to the Congress con-
taining the finding and determinations made by the Comp-
troller General in carrying out such study. 
SEC. 4111. FUNDING; FEES AND ASSESSMENTS; PENALTIES 
AND FINES. 
(a) TRANSFER OF FUNDS FROM THE BOARD OF 
GOVERNORS.—
862 
(1) TRANSFER REQUIRED.—Each year, begin-
ning on the designated transfer date, the Board of 
Governors shall transfer funds in an amount equal-
ing 10 percent of the Federal Reserve System’s total 
system expenses (as reported in the Budget Review 
of the Board of Governors most recent Annual Re-
port to Congress) to the Director for the purposes 
of carrying out the authorities granted in this title, 
under the enumerated consumer laws, and trans-
ferred under subtitles F and H. 
(2) PROCEDURES.—The Board of Governors, in 
consultation with the Agency, shall make appro-
priate arrangements to transfer funds to the Direc-
tor in accordance with this subsection. 
(b) FEES AND ASSESSMENTS.— 
(1) ASSESSMENT REQUIRED.— 
(A) IN
GENERAL.—Taking into account 
such other sums available to the Agency and 
subject to the provisions of this subsection and 
subsection (d), the Director shall assess fees on 
covered persons to meet the Agency’s expenses 
for carrying out the duties and responsibilities 
of the Agency, including supervising such cov-
ered persons.
863 
(B) BASIS FOR ASSESSMENT.—The Agency 
shall assess fees on covered persons pursuant to 
this subsection based on the size, complexity of, 
risk posed by, and the compliance record of the 
covered person under the enumerated consumer 
laws, the laws and authorities transferred under 
subtitles F and H, and this title. 
(2) REGULATIONS.— 
(A) IN GENERAL.—The Director shall pre-
scribe regulations to govern the imposition and 
collection of fees and assessments. 
(B) FACTORS
REQUIRED
TO
BE
AD-
DRESSED.—Regulations prescribed by the Di-
rector under this subsection shall specify and 
define— 
(i) the basis of fees or assessments 
(such as the outstanding number of con-
sumer credit accounts, off-balance sheet re-
ceivables attributable to the covered per-
son, total consolidated assets, total assets 
under management, or volume of consumer 
financial transactions or use of service pro-
viders); 
(ii) the amount and frequency of fees 
or assessments; and
864 
(iii) such other factors that the Direc-
tor determines are appropriate, which shall 
include a covered person’s compliance 
record under the enumerated consumer 
laws, the authorities transferred under 
subtitles F and H, and this title. 
(3) ASSESSMENTS
ON
DEPOSITORY
INSTITU-
TION COVERED PERSONS.— 
(A) DEPOSITORY
INSTITUTION
COVERED 
PERSON DEFINED.—For purposes of this sec-
tion, the term ‘‘depository institution covered 
person’’ means a covered person that is an in-
sured depository institution or credit union. 
(B) ASSESSMENTS.— 
(i) FEES
REQUIRED.—The Director 
shall assess fees for supervision as are ap-
propriate on depository institution covered 
persons, taking into account the size, com-
plexity of, risk posed by, and the compli-
ance record of the covered person under 
the enumerated consumer laws, the laws 
and authorities transferred under subtitles 
F and H, and this title. 
(ii) LIMITATION ON CERTAIN FEES.— 
The Agency shall not assess examination
865 
fees on an institution referred to in section 
4203(a), or an institution whose examina-
tion responsibilities have been delegated to 
an appropriate agency, pursuant to section 
4202(c)(11). 
(iii) BASIS FOR FEE AMOUNTS.—Fees 
assessed by the Director under this sub-
paragraph may be established at levels nec-
essary to meet the Agency’s expenses for 
carrying out the duties and responsibilities 
of the Director and the Agency under this 
title with regard to depository institution 
covered persons. 
(C) COORDINATION DURING IMPLEMENTA-
TION PERIOD.—The Director and the agencies 
responsible for chartering and or supervising 
depository institution covered persons shall co-
ordinate on the levels of fees assessed on depos-
itory institution covered persons under this 
paragraph, so that levels of assessments under 
this subparagraph combined with levels of as-
sessments by agencies responsible for chartering 
and or supervising depository institution cov-
ered persons in each of the first 3 years fol-
lowing the date of enactment of this Act shall
866 
be no more than the assessments such deposi-
tory institution covered person was required to 
pay for the calendar year immediately preceding 
the designated transfer date. 
(D) MARGINAL ASSESSMENT RATE.— 
(i) IN GENERAL.—In setting assess-
ment rates for depository institution cov-
ered persons, the Director shall not impose 
assessments that, on a risk-adjusted basis, 
result in higher marginal assessment rates 
for depository institution covered persons 
with assets of less than $25,000,000,000 
than the marginal rates for depository in-
stitutions covered persons with assets that 
exceed that amount. 
(ii) 
RULE
OF
CONSTRUCTION.— 
Clause (i) shall not be construed as lim-
iting or impairing the authority of the Di-
rector to set assessments that would result 
in higher marginal assessment rates on the 
larger depository institution covered per-
sons or to set assessments that would re-
sult in higher marginal assessments on the 
depository institution covered persons with 
assets of less than $25,000,000,000 if
867 
based on the compliance record of or high-
er risks posed by such covered persons. 
(E) LIMITATIONS ON ASSESSMENTS.— 
(i) ASSESSMENTS
FOR
ADMINISTRA-
TIVE COSTS.—Notwithstanding any provi-
sion in this title, no depository institution 
covered person shall be charged an assess-
ment to be used for the supervision, exam-
ination, or enforcement activities by the 
Agency of nondepository covered persons. 
(ii) AMOUNTS
PAID
FOR
CONSUMER 
COMPLIANCE
SUPERVISION.—Notwith-
standing any provision in this title, no de-
pository institution covered person shall 
pay more for consumer compliance super-
vision so that levels of assessments under 
this subparagraph combined with levels of 
assessments by an agency responsible for 
chartering and/or supervising the deposi-
tory institution covered person shall be no 
more than it paid before the date of enact-
ment of this title. 
(4) ASSESSMENTS
ON
NONDEPOSITORY
COV-
ERED PERSONS.—
868 
(A) NONDEPOSITORY
COVERED
PERSON 
DEFINED.—For purposes of this section, the 
term ‘‘nondepository covered person’’— 
(i) means a covered person that is not 
a credit union or insured depository insti-
tution; and 
(ii) includes any bank holding com-
pany. 
(B) ASSESSMENTS.— 
(i) FEES
REQUIRED.—The Director 
shall assess fees for registration, examina-
tion, and supervision of nondepository cov-
ered persons. 
(ii) BASIS FOR FEE AMOUNTS.—Fees 
assessed by the Director under this sub-
paragraph may be established at levels nec-
essary to meet the Agency’s expenses for 
carrying out the duties and responsibilities 
of the Director and the Agency, including 
supervising such covered persons, taking 
into account such other sums available to 
the Agency. 
(iii) REGISTRATION FEE MINIMUMS.— 
Registration fees imposed on a nondeposi-
tory covered person under this paragraph
869 
shall, at a minimum, be imposed on such 
covered person at the time the person reg-
isters (or periodically renews any such reg-
istration) with the Agency, in accordance 
with regulations prescribed by the Direc-
tor. 
(C) NONDEPOSITORY
COVERED
PERSON 
ASSESSMENT NOT LESS THAN FOR DEPOSITORY 
COVERED
PERSONS.—Assessment rates levied 
by the Director under this section on a non-
depository institution covered persons shall be 
no less than assessments levied by the Agency 
under this section on a depository institution 
covered person with similar characteristics. 
(D) OFFSETTING COLLECTIONS.—Fees as-
sessed under this paragraph— 
(i) shall not be collected for any fiscal 
year except to the extent provided in ad-
vance in appropriation Acts; and 
(ii) shall be deposited and credited as 
offsetting collections to the account pro-
viding appropriations to the Agency. 
(c) AUTHORIZATION OF APPROPRIATIONS.— 
(1) IN GENERAL.—For the purposes of carrying 
out the authorities granted in this title, under the
870 
enumerated consumer laws, and the laws and au-
thorities transferred under subtitles F and H, there 
are authorized to be appropriated to the Director 
$200,000,000 for each of fiscal years 2010, 2011, 
2012, 2013, and 2014. 
(2) APPORTIONMENT.—Notwithstanding any 
other provision of law, such amounts shall be subject 
to apportionment under section 1517 of title 31, 
United States Code, and restrictions that generally 
apply to the use of appropriated funds in title 31, 
United States Code, and other laws. 
(3) OTHER AVAILABLE FUNDS TAKEN INTO AC-
COUNT.—Sums appropriated under this subsection 
shall take into account such other sums available to 
the Agency under this section. 
(d) CONSUMER FINANCIAL PROTECTION AGENCY 
DEPOSITORY INSTITUTION FUND.— 
(1) ESTABLISHMENT.— 
(A) IN GENERAL.—There is established in 
the Treasury a separate fund to be known as 
the ‘‘Consumer Financial Protection Agency 
Depository Institution Fund’’ (hereafter in this 
section referred to as the ‘‘CFPA Depository 
Fund’’).
871 
(B) AMOUNTS IN FUND NOT AVAILABLE 
FOR CERTAIN PURPOSES.—Other than pursuant 
to subsection (f), amounts on deposit in the 
CFPA Depository Fund shall not be used in the 
supervision and examination of nondepository 
institution covered persons. 
(2) ALL TRANSFERRED FUNDS DEPOSITED.— 
All amounts transferred to the Agency under sub-
section (a) shall be deposited into the CFPA Deposi-
tory Fund or the CFPA Nondepository Fund, at the 
discretion of the Agency. 
(3) ALL APPLICABLE SUPERVISORY FEES AND 
ASSESSMENTS DEPOSITED.—The Director shall de-
posit all amounts received from assessments under 
subsection (b)(3) in the CFPA Depository Fund. 
(e) CONSUMER FINANCIAL PROTECTION AGENCY 
NONDEPOSITORY INSTITUTION FUND.— 
(1) ESTABLISHMENT.— 
(A) IN GENERAL.—There is established in 
the Treasury a separate fund called the Con-
sumer Financial Protection Agency Nondeposi-
tory Institution Fund (hereafter in this section 
referred to as the ‘‘CFPA Nondepository 
Fund’’).
872 
(B) AMOUNTS IN FUND NOT AVAILABLE 
FOR CERTAIN PURPOSES.—Other than pursuant 
to subsection (f), amounts on deposit in the 
CFPA Nondepository Fund shall not be used 
for the supervision and examination of deposi-
tory institution covered persons. 
(2) ALL APPLICABLE SUPERVISORY FEES AND 
ASSESSMENTS DEPOSITED.—The Director shall de-
posit all amounts received from assessments under 
subsection (b)(4) in the CFPA Nondepository Fund. 
(f) GENERAL PROVISIONS RELATING TO FUNDS.— 
(1) MAINTENANCE OF FUNDS.— 
(A) AGENCY
FUNDS
MAINTAINED
BY 
TREASURY.—The Consumer Financial Protec-
tion Agency Depository Institution Fund estab-
lished under subsection (d) and the Consumer 
Financial Protection Agency Nondepository In-
stitution Fund established under subsection (e) 
shall each be— 
(i) maintained and administered by 
the Secretary; and 
(ii) maintained separately and not 
commingled. 
(B) AGENCY’S AUTHORITY.—Any provision 
of this title forbidding the commingling or use
873 
of the CFPA Depository Fund and the CFPA 
Nondepository Fund shall not be construed as 
limiting or impairing the authority of the Agen-
cy to use the same facilities and resources in 
the course of conducting supervisory and regu-
latory functions with respect to depository insti-
tutions and nondepository institutions, or to in-
tegrate such functions. 
(C) ACCOUNTING REQUIREMENTS.— 
(i) ACCOUNTING FOR USE OF FACILI-
TIES AND RESOURCES.—The Agency shall 
keep a full and complete accounting of all 
costs and expenses associated with the use 
of any facility or resource used in the 
course of any function specified in sub-
paragraph (B) and shall allocate, in the 
manner provided in subparagraph (D), any 
such costs and expenses incurred by the 
Agency— 
(I) with respect to depository in-
stitution covered persons, to the 
CFPA Depository Fund; and 
(II) with respect to nondepository 
covered persons, to the CFPA Non-
depository fund.
874 
(D) ALLOCATION OF ADMINISTRATIVE EX-
PENSES.—Any personnel, administrative, or 
other overhead expense of the Agency shall be 
allocated— 
(i) fully to the CFPA Depository 
Fund if the expense was incurred directly 
as a result of the Agency’s responsibilities 
solely with respect to depository institution 
covered persons; 
(ii) fully to the CFPA Nondepository 
Fund, if the expense was incurred directly 
as a result of the Agency’s responsibilities 
solely with respect to nondepository cov-
ered persons; 
(iii) between the CFPA Depository 
Fund and the CFPA Nondepository Fund, 
in amounts reflecting the relative degree to 
which the expense was incurred that are 
reasonably related as a general matter to 
activities of depository institution covered 
persons, and nondepository covered per-
sons; and 
(iv) if the Director is unable to make 
a complete allocation under clause (i), (ii), 
or (iii), between the CFPA Depository
875 
Fund and the CFPA Nondepository Fund, 
in amounts reflecting the relative propor-
tion that, as of the end of the preceding 
year— 
(I) the aggregate assets of all de-
pository institution covered persons 
bears to the aggregate assets of all 
covered persons; and 
(II) the aggregate assets of all 
nondepository covered persons bears 
to the aggregate assets of all covered 
persons. 
(E) AGENCY FUND.—The ‘‘Agency fund’’ 
means the Consumer Financial Protection 
Agency Depository Institution Fund established 
under subsection (d), and, the Consumer Fi-
nancial Protection Agency Nondepository Insti-
tution Fund established under subsection (e), 
and the Consumer Financial Protection Agency 
Civil Penalty Fund established under subsection 
(g). 
(2) INVESTMENT.— 
(A) AMOUNTS
IN
FUNDS
MAY
BE
IN-
VESTED.—The Director may request the Sec-
retary to invest the portion of any Agency fund
876 
that, in the Director’s judgment, is not required 
to meet the current needs of such fund. 
(B) 
ELIGIBLE
INVESTMENTS.—Invest-
ments pursuant to subparagraph (A) shall be 
made by the Secretary in obligations of the 
United States or obligations that are guaran-
teed as to principal and interest by the United 
States, with maturities suitable to the needs of 
the Agency fund involved, as determined by the 
Director. 
(C) INTEREST
AND
PROCEEDS
CRED-
ITED.—The interest on, and the proceeds from 
the sale or redemption of, any obligations held 
in the respective Agency Fund shall be credited 
to and form a part of the respective Agency 
Fund. 
(3) EXCEPTION.—Notwithstanding paragraph 
(1), an attorney’s activities related to assisting an-
other person in preventing a foreclosure shall be 
subject to this title except to the extent such activi-
ties constitute, or are incidental to, the provision of 
legal services to a client of the attorney. 
(g) PENALTIES AND FINES.— 
(1) 
ESTABLISHMENT
OF
VICTIMS
RELIEF 
FUND.—There is established in the Treasury of the
877 
United States a fund to be known as the ‘‘Consumer 
Financial Protection Agency Civil Penalty Fund’’ 
(hereafter in this section referred to as the ‘‘Civil 
Penalty Fund’’). 
(2) DEPOSITS.—If the Agency obtains a civil 
penalty against any person in any judicial or admin-
istrative action under this title, any law or authority 
transferred under subtitles F and H, or any enumer-
ated consumer law, the Agency shall deposit into the 
Civil Penalty Fund the amount of the penalty col-
lected. 
(3) PAYMENT
TO
VICTIMS.—Amounts in the 
Civil Penalty Fund shall be available to the Director, 
without fiscal year limitation, for payments to the 
victims of activities for which civil penalties have 
been imposed under this title, the law and authori-
ties transferred under subtitles F and H, or any 
enumerated consumer law. 
(4) FINANCIAL EDUCATION AND COUNSELING 
PROGRAM.— 
(A) IN GENERAL.—To the extent such vic-
tims cannot be located or such payments are 
otherwise not practicable, 5 percent of the Vic-
tims Relief Fund shall be transferred, up to 
$10,000,000 on an annual basis, to the Sec-
878 
retary of the Treasury so that the Secretary 
may carry out the Financial Education and 
Counseling Grant Program established under 
section 1132 of the Housing and Economic Re-
covery Act of 2008 (12 U.S.C. 1701). 
(B) MEMORANDUM OF UNDERSTANDING.— 
Not later than 12 months after the date of en-
actment of this subtitle, the Director shall enter 
into a memorandum of understanding with the 
Secretary of the Treasury to coordinate the re-
lease of Civil Penalty Fund amounts under sub-
paragraph (A). 
(C) ASSISTANCE FOR INDIVIDUALS AT FI-
NANCIAL RISK.—Section 1132 of the Housing 
and Economic Recovery Act of 2008 (12 U.S.C. 
1701) is amended— 
(i) in subsection (a), by striking ‘‘pro-
spective homebuyers’’ each place that term 
appears and inserting ‘‘individuals at fi-
nancial risk’’; 
(ii) in subsection (b)— 
(I) in paragraph (1), by striking 
‘‘prospective homebuyers’’ and insert-
ing ‘‘individuals at financial risk’’; 
and
879 
(II) by adding at the end the fol-
lowing: 
‘‘(3) DETERMINATION
OF
FINANCIAL
RISK.— 
For purposes of this section, the Director of the 
Consumer Financial Protection Agency shall estab-
lish the criteria used to determine whether an indi-
vidual is at financial risk, and the Secretary shall 
use such criteria when selecting organizations under 
paragraph (2).’’; and 
(iii) in subsection (c)(1)— 
(I) in subparagraph (A), by strik-
ing ‘‘or’’; 
(II) in subparagraph (B), by 
striking the period and inserting ‘‘; 
or’’; and 
(III) by adding at the end the 
following: 
‘‘(C) a nonprofit corporation that— 
‘‘(i) is exempt from taxation under 
section 501(c)(3) of the Internal Revenue 
Code of 1986; and 
‘‘(ii) specializes or has expertise in 
working with individuals at financial 
risk.’’.
880 
(h) ASSESSMENTS FOR CERTAIN NONDEPOSITORY 
INSTITUTION COVERED PERSONS.— 
(1) IN GENERAL.—Notwithstanding any other 
provision of this Act, a nondepository institution 
covered person shall not be subject to assessments 
by the Agency if— 
(A) the assets that are financial activities 
of that nondepository covered person represent 
less than a substantial portion of its total as-
sets; and 
(B) the gross revenues derived from finan-
cial activities of that nondepository covered per-
son are less than a substantial portion of its 
gross revenues. 
(2) EXTENSIVE
CONSUMER
FINANCIAL
PROD-
UCTS
OR
SERVICES
OPERATIONS.—Paragraph (1) 
shall not apply to nondepository institution covered 
person that the Director determines has a level of 
assets or revenues derived from financial activities, 
a number of transactions in consumer financial 
products or services, or a number of accounts relat-
ing to consumer financial products or services that 
the Director determines represents an extensive con-
sumer financial products or services operation.
881 
SEC. 4112. AMENDMENTS RELATING TO OTHER ADMINIS-
TRATIVE PROVISIONS. 
(a) ACT OF OCTOBER 28, 1974.—Section 111 of 
Public Law 93–495 (12 U.S.C. 250) is amended by insert-
ing ‘‘the Consumer Financial Protection Agency,’’ after 
‘‘Federal Deposit Insurance Corporation,’’. 
(b) PAPERWORK REDUCTION ACT.—Section 2(5) of 
the Paperwork Reduction Act (44 U.S.C. 3502(5)) by in-
serting ‘‘the Consumer Financial Protection Agency,’’ 
after ‘‘the Securities and Exchange Commission,’’. 
SEC. 4113. OVERSIGHT BY GAO. 
(a) AUTHORITY.—The Comptroller General may 
audit the programs, activities, receipts, expenditures, and 
financial transactions of the Agency and of any agents and 
representatives of the Agency as related to the agent’s or 
representative’s activities on behalf of or under authority 
of the Agency. 
(b) ACCESS.—Notwithstanding any other provision of 
law, the Comptroller General shall have access, upon re-
quest, to any information, data, schedules, books, ac-
counts, financial records, reports, files, electronic commu-
nications, or other papers, things, or property belonging 
to or in use by the Agency, or any vehicles established 
by the Agency under this Act, and to the directors, offi-
cers, employees, independent public accountants, financial 
advisors, staff, working groups, and agents and represent-
882 
atives of the Agency (as related to the agent’s or rep-
resentative’s activities on behalf of the Agency) or any ve-
hicle established by the Agency at such reasonable time 
as the Comptroller General may request. The Comptroller 
General may make and retain copies of such books, ac-
counts, and other records as the Comptroller General 
deems appropriate. 
SEC. 4114. EFFECTIVE DATE. 
This subtitle shall take effect on the date of the en-
actment of this title. 
Subtitle B—General Powers of the 
Director and Agency 
SEC. 4201. MANDATE AND OBJECTIVES. 
(a) MANDATE.—The Director shall seek to promote 
transparency, simplicity, fairness, accountability, and 
equal access in the market for consumer financial products 
or services. 
(b) OBJECTIVES.—The Director may exercise the au-
thorities granted in this title, in the enumerated consumer 
laws, and transferred under subtitles F and H for the pur-
poses of ensuring that, with respect to consumer financial 
products or services— 
(1) consumers have and can use the informa-
tion they need to make responsible decisions about 
consumer financial products or services;
883 
(2) consumers are protected from abuse, unfair-
ness, deception, and discrimination; 
(3) markets for consumer financial products or 
services operate fairly and efficiently with ample 
room for sustainable growth and innovation; and 
(4) traditionally underserved consumers and 
communities have equal access to responsible finan-
cial services. 
SEC. 4202. AUTHORITIES. 
(a) IN GENERAL.—The Director may exercise the au-
thorities granted in this title, in the enumerated consumer 
laws, and transferred under subtitles F and H, to admin-
ister, enforce, and otherwise implement the provisions of 
this title, the authorities transferred in subtitles F and 
H, and the enumerated consumer laws. 
(b) RULEMAKING, ORDERS, AND GUIDANCE.— 
(1) IN GENERAL.—The Director may prescribe 
regulations and issue orders and guidance as may be 
necessary or appropriate to enable it to administer 
and carry out the purposes and objectives of this 
title, the authorities transferred under subtitles F 
and H, and the enumerated consumer laws, and to 
prevent evasions of this title, any such authority, 
and any such law.
884 
(2) STANDARDS
FOR
RULEMAKING.—In pre-
scribing a regulation under this title or pursuant to 
the authorities transferred under subtitles F and H 
or the enumerated consumer laws, the Director 
shall— 
(A) consider the potential benefits and 
costs to consumers, covered persons, and the 
Federal Government, including the potential re-
duction of consumers’ access to consumer finan-
cial products or services, resulting from such 
regulation; and 
(B) consult with the Federal banking agen-
cies, State bank supervisors, the Federal Trade 
Commission, or other Federal agencies, as ap-
propriate, regarding the consistency of a pro-
posed regulation with prudential, consumer pro-
tection, civil rights, market, or systemic objec-
tives administered by such agencies or super-
visors and whether such regulation will have an 
inconsistent effect on nondepository institution 
covered persons and depository institution cov-
ered persons. 
(3) EXEMPTIONS.— 
(A) IN GENERAL.—The Director, by regu-
lation or order, may conditionally or uncondi-
885 
tionally exempt any covered person, service pro-
vider, or any consumer financial product or 
service or any class of covered persons, class of 
service providers, or consumer financial prod-
ucts or services, from any provision of this title, 
any enumerated consumer law, or from any reg-
ulation under any such provision or law, as the 
Director deems necessary or appropriate to 
carry out the purposes and objectives of this 
title taking into consideration the factors in 
subparagraph (B). 
(B) FACTORS.—In issuing an exemption 
by regulation or order as permitted in subpara-
graph (A), the Director shall as appropriate 
take into consideration the following: 
(i) The total assets of the covered per-
son. 
(ii) The volume of transactions involv-
ing consumer financial products or services 
in which the covered person engages. 
(iii) The extent to which the covered 
person engages in 1 or more financial ac-
tivities. 
(iv) Existing laws or regulations which 
are applicable to the consumer financial
886 
product or service and the extent to which 
such laws or regulations provide consumers 
with adequate protections. 
(C) RULE OF CONSTRUCTION.—No provi-
sion of this section shall be construed as alter-
ing, amending, or affecting any authority under 
sections 304(a), 304(i), 305(a), and 306(b) of 
the Home Mortgage Disclosure Act of 1975 and 
sections 
703(a)(1), 
703(a)(2), 
703(a)(3), 
705(f), and 705(g) of the Equal Credit Oppor-
tunity Act for determining whether a covered 
person should be provided an exemption. 
(c) EXAMINATIONS AND REPORTS.— 
(1) IN GENERAL.—Except as provided under 
section 4203, the Director may on a periodic basis 
examine a covered person or service provider, with 
respect to any consumer financial product or service, 
for purposes of ensuring compliance with the re-
quirements of this title, the enumerated consumer 
laws, and any regulations prescribed by the Director 
under this title or pursuant to the authorities trans-
ferred under subtitles F and H, and enforcing com-
pliance with such requirements. 
(2) EXAMINATION
PROGRAM.—The Director 
shall exercise any authority of the Director under
887 
paragraph (1) in a manner designed to ensure that 
such authorities are exercised with respect to cov-
ered persons or service providers, without regard to 
charter or corporate form, based on the Director’s 
assessment of the risks posed to consumers in the 
relevant product markets and geographic markets, 
and taking into consideration, as applicable, the fol-
lowing factors: 
(A) The asset size of the covered persons. 
(B) The volume of transactions involving 
consumer financial products or services in 
which the covered persons engage. 
(C) The risks to consumers created by the 
provision of such consumer financial products 
or services. 
(D) In the case of State-chartered institu-
tions, the extent to which such institutions are 
subject to oversight by State authorities for 
consumer protection. 
(3) COORDINATION.—The Director shall coordi-
nate the Agency’s supervisory activities with the su-
pervisory activities conducted by the Federal bank-
ing agencies and the State bank supervisors, includ-
ing establishing their respective schedules for exam-
888 
ining covered persons and requirements regarding 
reports to be submitted by covered persons. 
(4) REPORTS.—The Director may require re-
ports from a covered person for purposes of ensuring 
compliance with the requirements of this title, the 
enumerated consumers laws, and any regulation pre-
scribed by the Director under this title or pursuant 
to the authorities transferred under subtitles F and 
H, and enforcing compliance with such require-
ments. 
(5) CONTENT OF REPORTS.—The reports au-
thorized in paragraph (4) may include such informa-
tion as necessary to keep the Agency informed as 
to— 
(A) the compliance systems or procedures 
of the covered person or any affiliate thereof, 
with applicable provisions of this title or any 
other law that the Agency has jurisdiction to 
enforce; and 
(B) matters related to the provision of con-
sumer financial products or services including 
the servicing or maintenance of accounts or ex-
tensions of credit. 
(6) USE OF EXISTING REPORTS.—In general, 
the Agency shall, to the fullest extent possible, use—
889 
(A) reports that a covered person, or any 
affiliate thereof, or any service provider to such 
covered person or affiliate, has provided or been 
required to provide to a Federal or State agen-
cy; and 
(B) information that has been reported 
publicly. 
(7) ACCESS BY THE AGENCY TO REPORTS OF 
OTHER REGULATORS.— 
(A) EXAMINATION AND FINANCIAL CONDI-
TION REPORTS.—Upon providing reasonable as-
surances of confidentiality, the Agency shall 
have access to any report of examination or fi-
nancial condition, including a report containing 
data regarding consumer complaints, made by a 
Federal banking agency or other Federal agen-
cy having supervision of a covered person, or a 
service provider, (other than returns and return 
information described in section 6103 of the In-
ternal Revenue Code of 1986) and to all revi-
sions made to any such report. 
(B) PROVISION
OF
OTHER
REPORTS
TO 
AGENCY.—In addition to the reports described 
in subparagraph (A), a Federal banking agency 
may, in its discretion, furnish to the Agency
890 
any other report or other confidential super-
visory information concerning any insured de-
pository institution, any credit union, or other 
entity examined by such agency under authority 
of any Federal law. 
(8) ACCESS
BY
OTHER
REGULATORS
TO
RE-
PORTS OF THE AGENCY.— 
(A) EXAMINATION
REPORTS.—Upon pro-
viding reasonable assurances of confidentiality, 
a Federal banking agency, a State regulator, or 
any other Federal agency having supervision of 
a covered person shall have access to any report 
of examination made by the Agency with re-
spect to the covered person or service provider, 
and to all revisions made to any such report. 
(B) PROVISION
OF
OTHER
REPORTS
TO 
OTHER REGULATORS.—In addition to the re-
ports described in paragraph (A), the Agency 
may, in the discretion of the Agency, furnish to 
a Federal banking agency any other report or 
other confidential supervisory information con-
cerning any insured depository institution, any 
credit union, or other entity examined by the 
Agency under authority of any Federal law.
891 
(9) PRESERVATION OF AUTHORITY.—No provi-
sion in paragraph (3) shall be construed as pre-
venting the Agency from conducting an examination 
authorized by this title or under the authorities 
transferred under subtitles F and H or pursuant to 
any enumerated consumer law. No provision of this 
title shall be construed as limiting the authority of 
the Director to require reports from a covered per-
son, as permitted under paragraph (4), regarding in-
formation owned or under the control of the covered 
person, regardless of whether such information is 
maintained, stored, or processed by another person. 
(10) REPORTS
OF
TAX
LAW
NONCOMPLI-
ANCE.—The Director shall provide the Commis-
sioner of Internal Revenue with any report of exam-
ination or related information identifying possible 
tax law noncompliance. 
(11) DELEGATION.— 
(A) IN GENERAL.—The Director may dele-
gate the examination authorities of the Agency 
under this title to any appropriate agency, as 
defined in section 4203, for any insured deposi-
tory institution or insured credit union that is 
not subject to section 4203 upon a petition by 
an appropriate agency.
892 
(B) STANDARD
FOR
DELEGATION.—The 
Director shall provide such delegation if, in the 
Director’s sole discretion, the Director deter-
mines that— 
(i) the delegation is consistent with 
the public interest; 
(ii) the appropriate agency is capable 
of enforcing compliance with this title, and 
with any regulation prescribed under this 
title; and 
(iii) such capability is comparable to 
or superior to the capability of the Agency, 
in terms of expertise, demonstrated com-
mitment, and overall effectiveness, in en-
forcing such compliance. 
(C) EFFECT
OF
DELEGATION.—The in-
sured depository institution or insured credit 
union shall be subject to the examination proc-
ess described in section 4203(b). 
(D) NO EFFECT ON ENFORCEMENT.—The 
Director’s delegation authority under this para-
graph shall not apply to the Director’s enforce-
ment responsibilities under subsection (e). 
(d) EXCLUSIVE RULEMAKING
AND EXAMINATION 
AUTHORITY.—Notwithstanding any other provision of
893 
Federal law other than section 4203 and subsections (f) 
and (h) of this section, to the extent that a Federal law 
authorizes the Director and another Federal agency to 
prescribe regulations, issue guidance, conduct examina-
tions, or require reports under a provision of that law for 
purposes of assuring compliance with this title, a provision 
of any enumerated consumer law, any provision of the 
laws for which authorities were transferred under subtitles 
F and H, and any regulations prescribed under this title 
or pursuant to any such authority, the Director shall have 
the exclusive authority under that provision of law to pre-
scribe regulations, issue guidance, conduct examinations, 
require reports, or issue exemptions with regard to any 
person subject to that law and with respect to any activity 
regulated under any enumerated consumer law. 
(e) PRIMARY ENFORCEMENT AUTHORITY.— 
(1) THE AGENCY TO HAVE PRIMARY ENFORCE-
MENT AUTHORITY.—To the extent that a Federal 
law authorizes the Agency and another Federal 
agency to enforce a provision of a law, the Agency 
shall have primary enforcement authority to enforce 
the provision of that Federal law with respect to any 
person in accordance with this subsection. 
(2) COORDINATION WITH THE FEDERAL TRADE 
COMMISSION.—
894 
(A) NOTICE.—If the Federal Trade Com-
mission is authorized to enforce any Federal 
law described in paragraph (1), or a regulation 
prescribed under any such Federal law, either 
the Agency or the Federal Trade Commission 
shall serve written notice to the other of any en-
forcement action prior to initiating such an en-
forcement action, except that if the agency or 
commission filing the action determines that 
prior notice is not feasible, that agency or com-
mission may provide notice immediately upon 
initiating such enforcement action. 
(B) INTERVENTION BY EITHER ENTITY.— 
Upon receiving any notice under subparagraph 
(A) with respect to an enforcement action, the 
Agency or Federal Trade Commission may in-
tervene in such enforcement action, and upon 
intervening— 
(i) be heard on all matters arising in 
such enforcement action; and 
(ii) file petitions for appeal in such 
enforcement action. 
(C) PENDENCY OF ACTION.—Whenever a 
civil action has been instituted by or on behalf 
of the Agency or the Federal Trade Commission
895 
for any violation of any Federal law described 
in paragraph (1), or a regulation prescribed 
under any such Federal law, the other entity 
may not, during the pendency of that action, in-
stitute a civil action under such law or regula-
tion against any defendant named in the com-
plaint in such pending action for any violation 
alleged in the complaint. 
(D) AGREEMENTS BETWEEN ENTITIES.— 
(i) 
NEGOTIATIONS
AUTHORIZED.— 
The Agency and the Federal Trade Com-
mission may negotiate an agreement to es-
tablish procedures to ensure that the en-
forcement actions of the 2 agencies are ap-
propriately coordinated. 
(ii) SCOPE
OF
NEGOTIATED
AGREE-
MENT.—The terms of any agreement nego-
tiated pursuant to clause (i) may modify or 
supersede the provisions of subparagraphs 
(A), (B), and (C). 
(3) COORDINATION
WITH
OTHER
FEDERAL 
AGENCY.— 
(A) 
REFERRAL.—Any 
Federal 
agency 
(other than the Federal Trade Commission) 
that is authorized to enforce a Federal law de-
896 
scribed in paragraph (1) may recommend in 
writing to the Director that the Agency initiate 
an enforcement proceeding to the extent the 
Agency is authorized by that Federal law or by 
this title. The recommendation shall be accom-
panied by a written explanation of the concerns 
giving rise to the recommendation. 
(B) BACKSTOP ENFORCEMENT AUTHORITY 
OF OTHER FEDERAL AGENCY.—If the Agency 
does not, before the end of the 120-day period 
beginning on the date on which the Director re-
ceives a recommendation under subparagraph 
(A), initiate an enforcement proceeding, the 
other agency referred to in subparagraph (A) 
may initiate an enforcement proceeding as per-
mitted by that Federal law. 
(4) INSTITUTIONS SUBJECT TO SPECIAL EXAM-
INATION
AND
ENFORCEMENT
PROCEDURES.—This 
subsection shall not apply to institutions subject to 
section 4203. 
(f) PRESERVATION OF OTHER AUTHORITY.— 
(1) ATTORNEY GENERAL.—No provision of this 
title shall be construed as affecting any authority of 
the Attorney General.
897 
(2) SECRETARY OF THE TREASURY.—No provi-
sion of this title shall be construed as affecting any 
authority of the Secretary of the Treasury, including 
with respect to prescribing regulations, initiating en-
forcement proceedings, or taking other actions with 
respect to a person providing tax planning or tax 
preparation services. 
(3) FAIR HOUSING ACT.—No provision of this 
title shall be construed as affecting any authority 
arising under the Fair Housing Act. 
(g) EFFECT ON OTHER AUTHORITY.—No provision 
of this section or section 4203 shall be construed as modi-
fying or limiting the authority of any appropriate Federal 
banking agency or the Director or Agency to interpret, 
or take enforcement action under, any law or regulation 
the interpretation or enforcement of which is committed 
to the banking agency or the Director or Agency, which 
shall include, in the case of the Director and the Agency, 
this title, the enumerated consumer laws, and the regula-
tions prescribed under this title or such laws. 
(h) PRESERVATION OF FEDERAL TRADE COMMIS-
SION AUTHORITY.—No provision of this title shall be con-
strued as modifying, limiting, or otherwise affecting the 
authority of the Federal Trade Commission under the
898 
Federal Trade Commission Act or other laws other than 
the enumerated consumer laws. 
(i) PRESERVATION OF FARM CREDIT ADMINISTRA-
TION AUTHORITY.—No provision of this title shall be con-
strued as modifying, limiting, or otherwise affecting the 
authority of the Farm Credit Administration. 
SEC. 4203. EXAMINATION AND ENFORCEMENT FOR SMALL 
BANKS, THRIFTS, AND CREDIT UNIONS. 
(a) SCOPE OF INSTITUTIONS SUBJECT TO THIS SEC-
TION.— 
(1) INSTITUTIONS
COVERED.—This section 
shall apply to— 
(A) any insured depository institution with 
total assets of $10,000,000,000 or less; or 
(B) any insured credit union with total as-
sets of $10,000,000,000 or less. 
(2) APPROPRIATE
AGENCY.—For purposes of 
this title, the term ‘‘appropriate agency’’ means— 
(A) in the case of an insured depository in-
stitution, the appropriate Federal banking 
agency as such term is defined in section 3 of 
the Federal Deposit Insurance Act; and 
(B) in the case of an insured credit union, 
the National Credit Union Administration. 
(b) EXAMINATIONS.—
899 
(1) IN
GENERAL.—The appropriate agency 
shall on a periodic basis examine, or require reports 
from, an institution referred to in subsection (a) for 
purposes of ensuring compliance with the require-
ments of this title, the enumerated consumer laws, 
and any regulation prescribed by the Director under 
this title or pursuant to the authorities transferred 
under subtitles F and H, and enforcing compliance 
with such requirements. 
(2) AGENCY ROLE IN EXAMINATIONS.— 
(A) The appropriate agency shall provide 
all reports, records, and documentation related 
to the examination process to the Agency on a 
timely and ongoing basis. 
(B) The Director and Agency may, at its 
discretion, include an examiner on any examina-
tion conducted under paragraph (1). The ap-
propriate agency shall involve such Agency ex-
aminer in the entire examination process, in-
cluding setting the scope of an examination, 
participating in the examination, and providing 
input on the examination report, matters re-
quiring attention and examination ratings. 
(c) ENFORCEMENT.—
900 
(1) IN GENERAL.—Notwithstanding any other 
provision of this title other than this subsection, the 
appropriate agency shall have primary authority to 
enforce violations identified at institutions referred 
to in subsection (a) of any of the requirements of 
this title, the enumerated consumers laws, and any 
regulation prescribed by the Director under this title 
or pursuant to the authorities transferred under 
subtitles F and H. 
(2) COORDINATION WITH APPROPRIATE AGEN-
CY.— 
(A) REFERRAL.— 
(i) IN
GENERAL.—The Agency may 
recommend in writing to the appropriate 
agency that the appropriate agency initiate 
an enforcement proceeding to the extent 
the appropriate agency is authorized by 
that Federal law or by this title. 
(ii) 
EXPLANATION.—Any 
rec-
ommendation under clause (i) shall be ac-
companied by a written explanation of the 
concerns giving rise to the recommenda-
tion. 
(B) BACKSTOP ENFORCEMENT AUTHORITY 
OF AGENCY.—If the appropriate agency does
901 
not, before the end of the 120-day period begin-
ning on the date on which the appropriate 
agency receives a recommendation under sub-
paragraph (A), initiate an enforcement pro-
ceeding, the Agency may initiate an enforce-
ment proceeding as permitted by Federal law. 
(d) ACTIONS ARISING OUT
OF CONSUMER COM-
PLAINT SYSTEM.—Notwithstanding any provision of this 
section, if through the consumer complaint system admin-
istered by the Agency under section 4105(c)(3), the Direc-
tor has reasonable cause to believe that an institution re-
ferred to in subsection (a) demonstrates noncompliance 
with any provision of this title, the enumerated consumer 
laws, or any regulation prescribed by the Director under 
this title or pursuant to the authorities transferred under 
subtitles F and H, the Director may directly investigate 
such institution for such noncompliance and take any ac-
tion permitted under subtitle E that the Director deems 
appropriate. 
(e) REMOVAL OF APPROPRIATE AGENCY FOR PAR-
TICULAR INSTITUTION.— 
(1) HEIGHTENED
SUPERVISION.—The Direc-
tor—
902 
(A) may provide notice to an appropriate 
agency that the Director is considering issuing 
a removal order under paragraph (2); and 
(B) shall have an Agency examiner partici-
pate in the examination process under sub-
section (b) for at least 1 examination cycle. 
(2) REMOVAL BY ORDER.—If, after the comple-
tion of at least 1 examination cycle following the 
provision of notice to an appropriate agency under 
paragraph (1), the Director determines in writing 
that the appropriate agency has failed to adequately 
conduct consumer compliance examinations or bring 
appropriate enforcement actions against an institu-
tion referred to in subsection (a), the Director may 
order the removal of the appropriate agency from its 
responsibilities under this section for such institu-
tion. 
(3) AGENCY
AUTHORITY
UPON
REMOVAL.— 
Upon removal pursuant to paragraph (2), the Agen-
cy shall examine and enforce against such institution 
as if the institution were subject to section 4202. 
(4) EFFECTIVE DATE.—An order under para-
graph (2) shall take effect 30 days after a deter-
mination by the Secretary of the Treasury pursuant 
to paragraphs (5) and (6).
903 
(5) AUTOMATIC APPEAL.—An order issued by 
the Director pursuant to paragraph (2) shall be 
automatically appealed to the Secretary. 
(6) DECISION
BY
THE
SECRETARY
OF
THE 
TREASURY.— 
(A) DETERMINATION.—The order issued 
pursuant to paragraph (2) shall be deemed af-
firmed unless the Secretary of the Treasury de-
nies the determination of the Director within 
120 days of the issuance of the order pursuant 
to paragraph (2). 
(B) RULE OF CONSTRUCTION.—Nothing in 
subparagraph (A) shall be construed as prohib-
iting the Secretary of the Treasury from mak-
ing a determination to either affirm or deny an 
order issued pursuant to paragraph (2) prior to 
the passage of the time period in subparagraph 
(A). 
(7) REGULATIONS.—By the transfer date, the 
Secretary shall issue regulations that establish the 
standards the Director shall apply in making a de-
termination to remove an appropriate agency and 
the process, procedures, and standards for an ap-
peal. Such standards shall require the Director to 
consider at least the following in issuing an order re-
904 
moving an appropriate agency for an institution re-
ferred to in subsection (a)(1): 
(A) Reports of examination of such institu-
tion. 
(B) Any enforcement actions taken by an 
appropriate agency against such institution and 
the results of those actions. 
(C) Consumer complaints issued against 
such institution. 
(D) Actions taken by State attorneys gen-
eral and private rights of action against such 
institution. 
(f) POLICIES AND PROCEDURES.—Within 180 days 
after the designated transfer date, the Agency and the ap-
propriate agency shall develop policies and procedures for 
implementing this section. 
(g) ASSESSMENTS.— 
(1) LIMITATION ON CERTAIN FEES.—The Agen-
cy shall not assess examination fees on an institution 
referred to in subsection (a). 
(2) RULE OF CONSTRUCTION.—No provision of 
this section shall be construed as preventing the ap-
propriate agency from assessing fees on an institu-
tion referred to in paragraph (1) to meet the appro-
priate agency’s expenses for carrying out such exam-
905 
ination and supervision responsibilities pursuant to 
this section. 
(h) ASSISTIVE DIVISION FOR COMMUNITY FINANCIAL 
INSTITUTIONS.— 
(1) ESTABLISHMENT; PURPOSE.—There is es-
tablished in the Agency an office to be known as the 
‘‘Assistive Division for Community Financial Institu-
tions’’ to advise the Director on the impact of Agen-
cy policies and regulations on community financial 
institutions and to help ensure that the policies and 
regulations of the Agency do not unduly burden 
community financial institutions. 
(2) ADDITIONAL DUTIES.—The Assistive Divi-
sion for Community Financial Institutions shall 
also— 
(A) provide assistance to and respond to 
inquiries from community financial institutions 
regarding policies of the Agency and the effects 
of such policies on community financial institu-
tions; 
(B) provide educational materials, training 
aides, and support to community financial insti-
tutions with respect to any new regulatory obli-
gations the Agency establishes during the initial 
rule-making period;
906 
(C) establish and maintain a toll-free tele-
phone number, to be available at least 8 hours 
a day and 7 days a week, at which community 
financial institution may make inquiries and re-
ceive assistance under subparagraph (A); and 
(D) perform other duties and exercise such 
other powers set by the Director. 
SEC. 4204. SIMULTANEOUS AND COORDINATED SUPER-
VISORY ACTION. 
(a) EXAMINATIONS.—A Federal banking agency and 
the Agency shall, with respect to each insured depository 
institution, credit union, or other covered person super-
vised by the Federal banking agency and the Agency, re-
spectively— 
(1) coordinate the scheduling of examinations of 
the insured depository institution, and credit union, 
or other covered person; 
(2) conduct simultaneous examinations of each 
insured depository institution, credit union or other 
covered person, unless such institution requests ex-
aminations to be conducted separately; 
(3) share each draft report of examination with 
the other agency and permit the receiving agency a 
reasonable opportunity (which shall not be less than 
a period of 30 days after the date of receipt) to com-
907 
ment on the draft report before such report is made 
final; and 
(4) prior to issuing a final report of examina-
tion or taking supervisory action, an agency shall 
take into consideration concerns, if any, raised in 
the comments made by the other agency. 
(b) COORDINATION WITH STATE BANK SUPER-
VISORS.—The Agency shall pursue arrangements and 
agreements with State bank supervisors to coordinate ex-
aminations consistent with subsection (a). 
(c) RESOLUTION OF CONFLICT IN SUPERVISION.— 
(1) REQUEST OF DEPOSITORY INSTITUTION.— 
(A) IN GENERAL.—If the proposed mate-
rial supervisory determinations of the Agency 
and a Federal banking agency are conflicting, 
an insured depository institution, credit union, 
or other covered person may request the agen-
cies to coordinate and present a joint statement 
of coordinated supervisory action. 
(B) LIMITATION.—A request of an insured 
depository institution, credit union, or other 
covered person shall not be used to appeal a su-
pervisory rating or determination by the Agency 
or a Federal banking agency.