Dodd-Frank Wall Street Reform and Consumer Protection Act
PL 111-203 (H.R.4173), enacted 07/21/2010

124 STAT. 1376 
PUBLIC LAW 111–203—JULY 21, 2010 
Public Law 111–203 
111th Congress 
An Act 
To promote the financial stability of the United States by improving accountability 
and transparency in the financial system, to end ‘‘too big to fail’’, to protect 
the American taxpayer by ending bailouts, to protect consumers from abusive 
financial services practices, and for other purposes. 
Be it enacted by the Senate and House of Representatives of 
the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE; TABLE OF CONTENTS. 
(a) SHORT TITLE.—This Act may be cited as the ‘‘Dodd-Frank 
Wall Street Reform and Consumer Protection Act’’. 
(b) TABLE OF CONTENTS.—The table of contents for this Act 
is as follows: 
Sec. 1. Short title; table of contents. 
Sec. 2. Definitions. 
Sec. 3. Severability. 
Sec. 4. Effective date. 
Sec. 5. Budgetary effects. 
Sec. 6. Antitrust savings clause. 
TITLE I—FINANCIAL STABILITY 
Sec. 101. Short title. 
Sec. 102. Definitions. 
Subtitle A—Financial Stability Oversight Council 
Sec. 111. Financial Stability Oversight Council established. 
Sec. 112. Council authority. 
Sec. 113. Authority to require supervision and regulation of certain nonbank finan-
cial companies. 
Sec. 114. Registration of nonbank financial companies supervised by the Board of 
Governors. 
Sec. 115. Enhanced supervision and prudential standards for nonbank financial 
companies supervised by the Board of Governors and certain bank hold-
ing companies. 
Sec. 116. Reports. 
Sec. 117. Treatment of certain companies that cease to be bank holding companies. 
Sec. 118. Council funding. 
Sec. 119. Resolution of supervisory jurisdictional disputes among member agencies. 
Sec. 120. Additional standards applicable to activities or practices for financial sta-
bility purposes. 
Sec. 121. Mitigation of risks to financial stability. 
Sec. 122. GAO Audit of Council. 
Sec. 123. Study of the effects of size and complexity of financial institutions on cap-
ital market efficiency and economic growth. 
Subtitle B—Office of Financial Research 
Sec. 151. Definitions. 
Sec. 152. Office of Financial Research established. 
Sec. 153. Purpose and duties of the Office. 
Sec. 154. Organizational structure; responsibilities of primary programmatic units. 
Sec. 155. Funding. 
Sec. 156. Transition oversight. 
12 USC 5301 
note. 
Dodd-Frank Wall 
Street Reform 
and Consumer 
Protection Act. 
July 21, 2010 
[H.R. 4173] 
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124 STAT. 1377 
PUBLIC LAW 111–203—JULY 21, 2010 
Subtitle C—Additional Board of Governors Authority for Certain Nonbank Financial 
Companies and Bank Holding Companies 
Sec. 161. Reports by and examinations of nonbank financial companies by the 
Board of Governors. 
Sec. 162. Enforcement. 
Sec. 163. Acquisitions. 
Sec. 164. Prohibition against management interlocks between certain financial 
companies. 
Sec. 165. Enhanced supervision and prudential standards for nonbank financial 
companies supervised by the Board of Governors and certain bank hold-
ing companies. 
Sec. 166. Early remediation requirements. 
Sec. 167. Affiliations. 
Sec. 168. Regulations. 
Sec. 169. Avoiding duplication. 
Sec. 170. Safe harbor. 
Sec. 171. Leverage and risk-based capital requirements. 
Sec. 172. Examination and enforcement actions for insurance and orderly liquida-
tion purposes. 
Sec. 173. Access to United States financial market by foreign institutions. 
Sec. 174. Studies and reports on holding company capital requirements. 
Sec. 175. International policy coordination. 
Sec. 176. Rule of construction. 
TITLE II—ORDERLY LIQUIDATION AUTHORITY 
Sec. 201. Definitions. 
Sec. 202. Judicial review. 
Sec. 203. Systemic risk determination. 
Sec. 204. Orderly liquidation of covered financial companies. 
Sec. 205. Orderly liquidation of covered brokers and dealers. 
Sec. 206. Mandatory terms and conditions for all orderly liquidation actions. 
Sec. 207. Directors not liable for acquiescing in appointment of receiver. 
Sec. 208. Dismissal and exclusion of other actions. 
Sec. 209. Rulemaking; non-conflicting law. 
Sec. 210. Powers and duties of the Corporation. 
Sec. 211. Miscellaneous provisions. 
Sec. 212. Prohibition of circumvention and prevention of conflicts of interest. 
Sec. 213. Ban on certain activities by senior executives and directors. 
Sec. 214. Prohibition on taxpayer funding. 
Sec. 215. Study on secured creditor haircuts. 
Sec. 216. Study on bankruptcy process for financial and nonbank financial institu-
tions 
Sec. 217. Study on international coordination relating to bankruptcy process for 
nonbank financial institutions 
TITLE III—TRANSFER OF POWERS TO THE COMPTROLLER OF THE 
CURRENCY, THE CORPORATION, AND THE BOARD OF GOVERNORS 
Sec. 300. Short title. 
Sec. 301. Purposes. 
Sec. 302. Definition. 
Subtitle A—Transfer of Powers and Duties 
Sec. 311. Transfer date. 
Sec. 312. Powers and duties transferred. 
Sec. 313. Abolishment. 
Sec. 314. Amendments to the Revised Statutes. 
Sec. 315. Federal information policy. 
Sec. 316. Savings provisions. 
Sec. 317. References in Federal law to Federal banking agencies. 
Sec. 318. Funding. 
Sec. 319. Contracting and leasing authority. 
Subtitle B—Transitional Provisions 
Sec. 321. Interim use of funds, personnel, and property of the Office of Thrift Su-
pervision. 
Sec. 322. Transfer of employees. 
Sec. 323. Property transferred. 
Sec. 324. Funds transferred. 
Sec. 325. Disposition of affairs. 
Sec. 326. Continuation of services. 
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124 STAT. 1378 
PUBLIC LAW 111–203—JULY 21, 2010 
Sec. 327. Implementation plan and reports. 
Subtitle C—Federal Deposit Insurance Corporation 
Sec. 331. Deposit insurance reforms. 
Sec. 332. Elimination of procyclical assessments. 
Sec. 333. Enhanced access to information for deposit insurance purposes. 
Sec. 334. Transition reserve ratio requirements to reflect new assessment base. 
Sec. 335. Permanent increase in deposit and share insurance. 
Sec. 336. Management of the Federal Deposit Insurance Corporation. 
Subtitle D—Other Matters 
Sec. 341. Branching. 
Sec. 342. Office of Minority and Women Inclusion. 
Sec. 343. Insurance of transaction accounts. 
Subtitle E—Technical and Conforming Amendments 
Sec. 351. Effective date. 
Sec. 352. Balanced Budget and Emergency Deficit Control Act of 1985. 
Sec. 353. Bank Enterprise Act of 1991. 
Sec. 354. Bank Holding Company Act of 1956. 
Sec. 355. Bank Holding Company Act Amendments of 1970. 
Sec. 356. Bank Protection Act of 1968. 
Sec. 357. Bank Service Company Act. 
Sec. 358. Community Reinvestment Act of 1977. 
Sec. 359. Crime Control Act of 1990. 
Sec. 360. Depository Institution Management Interlocks Act. 
Sec. 361. Emergency Homeowners’ Relief Act. 
Sec. 362. Federal Credit Union Act. 
Sec. 363. Federal Deposit Insurance Act. 
Sec. 364. Federal Home Loan Bank Act. 
Sec. 365. Federal Housing Enterprises Financial Safety and Soundness Act of 1992. 
Sec. 366. Federal Reserve Act. 
Sec. 367. Financial Institutions Reform, Recovery, and Enforcement Act of 1989. 
Sec. 368. Flood Disaster Protection Act of 1973. 
Sec. 369. Home Owners’ Loan Act. 
Sec. 370. Housing Act of 1948. 
Sec. 371. Housing and Community Development Act of 1992. 
Sec. 372. Housing and Urban-Rural Recovery Act of 1983. 
Sec. 373. National Housing Act. 
Sec. 374. Neighborhood Reinvestment Corporation Act. 
Sec. 375. Public Law 93–100. 
Sec. 376. Securities Exchange Act of 1934. 
Sec. 377. Title 18, United States Code. 
Sec. 378. Title 31, United States Code. 
TITLE IV—REGULATION OF ADVISERS TO HEDGE FUNDS AND OTHERS 
Sec. 401. Short title. 
Sec. 402. Definitions. 
Sec. 403. Elimination of private adviser exemption; limited exemption for foreign 
private advisers; limited intrastate exemption. 
Sec. 404. Collection of systemic risk data; reports; examinations; disclosures. 
Sec. 405. Disclosure provision amendment. 
Sec. 406. Clarification of rulemaking authority. 
Sec. 407. Exemption of venture capital fund advisers. 
Sec. 408. Exemption of and record keeping by private equity fund advisers. 
Sec. 409. Family offices. 
Sec. 410. State and Federal responsibilities; asset threshold for Federal registration 
of investment advisers. 
Sec. 411. Custody of client assets. 
Sec. 412. Adjusting the accredited investor standard. 
Sec. 413. GAO study and report on accredited investors. 
Sec. 414. GAO study on self-regulatory organization for private funds. 
Sec. 415. Commission study and report on short selling. 
Sec. 416. Transition period. 
TITLE V—INSURANCE 
Subtitle A—Office of National Insurance 
Sec. 501. Short title. 
Sec. 502. Federal Insurance Office. 
Subtitle B—State-Based Insurance Reform 
Sec. 511. Short title. 
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124 STAT. 1379 
PUBLIC LAW 111–203—JULY 21, 2010 
Sec. 512. Effective date. 
PART I—NONADMITTED INSURANCE 
Sec. 521. Reporting, payment, and allocation of premium taxes. 
Sec. 522. Regulation of nonadmitted insurance by insured’s home State. 
Sec. 523. Participation in national producer database. 
Sec. 524. Uniform standards for surplus lines eligibility. 
Sec. 525. Streamlined application for commercial purchasers. 
Sec. 526. GAO study of nonadmitted insurance market. 
Sec. 527. Definitions. 
PART II—REINSURANCE 
Sec. 531. Regulation of credit for reinsurance and reinsurance agreements. 
Sec. 532. Regulation of reinsurer solvency. 
Sec. 533. Definitions. 
PART III—RULE OF CONSTRUCTION 
Sec. 541. Rule of construction. 
Sec. 542. Severability. 
TITLE VI—IMPROVEMENTS TO REGULATION OF BANK AND SAVINGS 
ASSOCIATION HOLDING COMPANIES AND DEPOSITORY INSTITUTIONS 
Sec. 601. Short title. 
Sec. 602. Definition. 
Sec. 603. Moratorium and study on treatment of credit card banks, industrial loan 
companies, and certain other companies under the Bank Holding Com-
pany Act of 1956. 
Sec. 604. Reports and examinations of holding companies; regulation of functionally 
regulated subsidiaries. 
Sec. 605. Assuring consistent oversight of permissible activities of depository insti-
tution subsidiaries of holding companies. 
Sec. 606. Requirements for financial holding companies to remain well capitalized 
and well managed. 
Sec. 607. Standards for interstate acquisitions. 
Sec. 608. Enhancing existing restrictions on bank transactions with affiliates. 
Sec. 609. Eliminating exceptions for transactions with financial subsidiaries. 
Sec. 610. Lending limits applicable to credit exposure on derivative transactions, 
repurchase agreements, reverse repurchase agreements, and securities 
lending and borrowing transactions. 
Sec. 611. Consistent treatment of derivative transactions in lending limits. 
Sec. 612. Restriction on conversions of troubled banks. 
Sec. 613. De novo branching into States. 
Sec. 614. Lending limits to insiders. 
Sec. 615. Limitations on purchases of assets from insiders. 
Sec. 616. Regulations regarding capital levels. 
Sec. 617. Elimination of elective investment bank holding company framework. 
Sec. 618. Securities holding companies. 
Sec. 619. Prohibitions on proprietary trading and certain relationships with hedge 
funds and private equity funds. 
Sec. 620. Study of bank investment activities. 
Sec. 621. Conflicts of interest. 
Sec. 622. Concentration limits on large financial firms. 
Sec. 623. Interstate merger transactions. 
Sec. 624. Qualified thrift lenders. 
Sec. 625. Treatment of dividends by certain mutual holding companies. 
Sec. 626. Intermediate holding companies. 
Sec. 627. Interest-bearing transaction accounts authorized. 
Sec. 628. Credit card bank small business lending. 
TITLE VII—WALL STREET TRANSPARENCY AND ACCOUNTABILITY 
Sec. 701. Short title. 
Subtitle A—Regulation of Over-the-Counter Swaps Markets 
PART I—REGULATORY AUTHORITY 
Sec. 711. Definitions. 
Sec. 712. Review of regulatory authority. 
Sec. 713. Portfolio margining conforming changes. 
Sec. 714. Abusive swaps. 
Sec. 715. Authority to prohibit participation in swap activities. 
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124 STAT. 1380 
PUBLIC LAW 111–203—JULY 21, 2010 
Sec. 716. Prohibition against Federal Government bailouts of swaps entities. 
Sec. 717. New product approval CFTC—SEC process. 
Sec. 718. Determining status of novel derivative products. 
Sec. 719. Studies. 
Sec. 720. Memorandum. 
PART II—REGULATION OF SWAP MARKETS 
Sec. 721. Definitions. 
Sec. 722. Jurisdiction. 
Sec. 723. Clearing. 
Sec. 724. Swaps; segregation and bankruptcy treatment. 
Sec. 725. Derivatives clearing organizations. 
Sec. 726. Rulemaking on conflict of interest. 
Sec. 727. Public reporting of swap transaction data. 
Sec. 728. Swap data repositories. 
Sec. 729. Reporting and recordkeeping. 
Sec. 730. Large swap trader reporting. 
Sec. 731. Registration and regulation of swap dealers and major swap participants. 
Sec. 732. Conflicts of interest. 
Sec. 733. Swap execution facilities. 
Sec. 734. Derivatives transaction execution facilities and exempt boards of trade. 
Sec. 735. Designated contract markets. 
Sec. 736. Margin. 
Sec. 737. Position limits. 
Sec. 738. Foreign boards of trade. 
Sec. 739. Legal certainty for swaps. 
Sec. 740. Multilateral clearing organizations. 
Sec. 741. Enforcement. 
Sec. 742. Retail commodity transactions. 
Sec. 743. Other authority. 
Sec. 744. Restitution remedies. 
Sec. 745. Enhanced compliance by registered entities. 
Sec. 746. Insider trading. 
Sec. 747. Antidisruptive practices authority. 
Sec. 748. Commodity whistleblower incentives and protection. 
Sec. 749. Conforming amendments. 
Sec. 750. Study on oversight of carbon markets. 
Sec. 751. Energy and environmental markets advisory committee. 
Sec. 752. International harmonization. 
Sec. 753. Anti-manipulation authority. 
Sec. 754. Effective date. 
Subtitle B—Regulation of Security-Based Swap Markets 
Sec. 761. Definitions under the Securities Exchange Act of 1934. 
Sec. 762. Repeal of prohibition on regulation of security-based swap agreements. 
Sec. 763. Amendments to the Securities Exchange Act of 1934. 
Sec. 764. Registration and regulation of security-based swap dealers and major se-
curity-based swap participants. 
Sec. 765. Rulemaking on conflict of interest. 
Sec. 766. Reporting and recordkeeping. 
Sec. 767. State gaming and bucket shop laws. 
Sec. 768. Amendments to the Securities Act of 1933; treatment of security-based 
swaps. 
Sec. 769. Definitions under the Investment Company Act of 1940. 
Sec. 770. Definitions under the Investment Advisers Act of 1940. 
Sec. 771. Other authority. 
Sec. 772. Jurisdiction. 
Sec. 773. Civil penalties. 
Sec. 774. Effective date. 
TITLE VIII—PAYMENT, CLEARING, AND SETTLEMENT SUPERVISION 
Sec. 801. Short title. 
Sec. 802. Findings and purposes. 
Sec. 803. Definitions. 
Sec. 804. Designation of systemic importance. 
Sec. 805. Standards for systemically important financial market utilities and pay-
ment, clearing, or settlement activities. 
Sec. 806. Operations of designated financial market utilities. 
Sec. 807. Examination of and enforcement actions against designated financial 
market utilities. 
Sec. 808. Examination of and enforcement actions against financial institutions 
subject to standards for designated activities. 
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124 STAT. 1381 
PUBLIC LAW 111–203—JULY 21, 2010 
Sec. 809. Requests for information, reports, or records. 
Sec. 810. Rulemaking. 
Sec. 811. Other authority. 
Sec. 812. Consultation. 
Sec. 813. Common framework for designated clearing entity risk management. 
Sec. 814. Effective date. 
TITLE IX—INVESTOR PROTECTIONS AND IMPROVEMENTS TO THE 
REGULATION OF SECURITIES 
Sec. 901. Short title. 
Subtitle A—Increasing Investor Protection 
Sec. 911. Investor Advisory Committee established. 
Sec. 912. Clarification of authority of the Commission to engage in investor testing. 
Sec. 913. Study and rulemaking regarding obligations of brokers, dealers, and in-
vestment advisers. 
Sec. 914. Study on enhancing investment adviser examinations. 
Sec. 915. Office of the Investor Advocate. 
Sec. 916. Streamlining of filing procedures for self-regulatory organizations. 
Sec. 917. Study regarding financial literacy among investors. 
Sec. 918. Study regarding mutual fund advertising. 
Sec. 919. Clarification of Commission authority to require investor disclosures be-
fore purchase of investment products and services. 
Sec. 919A. Study on conflicts of interest. 
Sec. 919B. Study on improved investor access to information on investment advis-
ers and broker-dealers. 
Sec. 919C. Study on financial planners and the use of financial designations. 
Sec. 919D. Ombudsman. 
Subtitle B—Increasing Regulatory Enforcement and Remedies 
Sec. 921. Authority to restrict mandatory pre-dispute arbitration. 
Sec. 922. Whistleblower protection. 
Sec. 923. Conforming amendments for whistleblower protection. 
Sec. 924. Implementation and transition provisions for whistleblower protection. 
Sec. 925. Collateral bars. 
Sec. 926. Disqualifying felons and other ‘‘bad actors’’ from Regulation D offerings. 
Sec. 927. Equal treatment of self-regulatory organization rules. 
Sec. 928. Clarification that section 205 of the Investment Advisers Act of 1940 does 
not apply to State-registered advisers. 
Sec. 929. Unlawful margin lending. 
Sec. 929A. Protection for employees of subsidiaries and affiliates of publicly traded 
companies. 
Sec. 929B. Fair Fund amendments. 
Sec. 929C. Increasing the borrowing limit on Treasury loans. 
Sec. 929D. Lost and stolen securities. 
Sec. 929E. Nationwide service of subpoenas. 
Sec. 929F. Formerly associated persons. 
Sec. 929G. Streamlined hiring authority for market specialists. 
Sec. 929H. SIPC Reforms. 
Sec. 929I. Protecting confidentiality of materials submitted to the Commission. 
Sec. 929J. Expansion of audit information to be produced and exchanged. 
Sec. 929K. Sharing privileged information with other authorities. 
Sec. 929L. Enhanced application of antifraud provisions. 
Sec. 929M. Aiding and abetting authority under the Securities Act and the Invest-
ment Company Act. 
Sec. 929N. Authority to impose penalties for aiding and abetting violations of the 
Investment Advisers Act. 
Sec. 929O. Aiding and abetting standard of knowledge satisfied by recklessness. 
Sec. 929P. Strengthening enforcement by the Commission. 
Sec. 929Q. Revision to recordkeeping rule. 
Sec. 929R. Beneficial ownership and short-swing profit reporting. 
Sec. 929S. Fingerprinting. 
Sec. 929T. Equal treatment of self-regulatory organization rules. 
Sec. 929U. Deadline for completing examinations, inspections and enforcement ac-
tions. 
Sec. 929V. Security Investor Protection Act amendments. 
Sec. 929W. Notice to missing security holders. 
Sec. 929X. Short sale reforms. 
Sec. 929Y. Study on extraterritorial private rights of action. 
Sec. 929Z. GAO study on securities litigation. 
Subtitle C—Improvements to the Regulation of Credit Rating Agencies 
Sec. 931. Findings. 
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124 STAT. 1382 
PUBLIC LAW 111–203—JULY 21, 2010 
Sec. 932. Enhanced regulation, accountability, and transparency of nationally rec-
ognized statistical rating organizations. 
Sec. 933. State of mind in private actions. 
Sec. 934. Referring tips to law enforcement or regulatory authorities. 
Sec. 935. Consideration of information from sources other than the issuer in rating 
decisions. 
Sec. 936. Qualification standards for credit rating analysts. 
Sec. 937. Timing of regulations. 
Sec. 938. Universal ratings symbols. 
Sec. 939. Removal of statutory references to credit ratings. 
Sec. 939A. Review of reliance on ratings. 
Sec. 939B. Elimination of exemption from fair disclosure rule. 
Sec. 939C. Securities and Exchange Commission study on strengthening credit rat-
ing agency independence. 
Sec. 939D. Government Accountability Office study on alternative business models. 
Sec. 939E. Government Accountability Office study on the creation of an inde-
pendent professional analyst organization. 
Sec. 939F. Study and rulemaking on assigned credit ratings. 
Sec. 939G. Effect of Rule 436(g). 
Sec. 939H. Sense of Congress. 
Subtitle D—Improvements to the Asset-Backed Securitization Process 
Sec. 941. Regulation of credit risk retention. 
Sec. 942. Disclosures and reporting for asset-backed securities. 
Sec. 943. Representations and warranties in asset-backed offerings. 
Sec. 944. Exempted transactions under the Securities Act of 1933. 
Sec. 945. Due diligence analysis and disclosure in asset-backed securities issues. 
Sec. 946. Study on the macroeconomic effects of risk retention requirements. 
Subtitle E—Accountability and Executive Compensation 
Sec. 951. Shareholder vote on executive compensation disclosures. 
Sec. 952. Compensation committee independence. 
Sec. 953. Executive compensation disclosures. 
Sec. 954. Recovery of erroneously awarded compensation. 
Sec. 955. Disclosure regarding employee and director hedging. 
Sec. 956. Enhanced compensation structure reporting. 
Sec. 957. Voting by brokers. 
Subtitle F—Improvements to the Management of the Securities and Exchange 
Commission 
Sec. 961. Report and certification of internal supervisory controls. 
Sec. 962. Triennial report on personnel management. 
Sec. 963. Annual financial controls audit. 
Sec. 964. Report on oversight of national securities associations. 
Sec. 965. Compliance examiners. 
Sec. 966. Suggestion program for employees of the Commission. 
Sec. 967. Commission organizational study and reform. 
Sec. 968. Study on SEC revolving door. 
Subtitle G—Strengthening Corporate Governance 
Sec. 971. Proxy access. 
Sec. 972. Disclosures regarding chairman and CEO structures. 
Subtitle H—Municipal Securities 
Sec. 975. Regulation of municipal securities and changes to the board of the MSRB. 
Sec. 976. Government Accountability Office study of increased disclosure to inves-
tors. 
Sec. 977. Government Accountability Office study on the municipal securities mar-
kets. 
Sec. 978. Funding for Governmental Accounting Standards Board. 
Sec. 979. Commission Office of Municipal Securities. 
Subtitle I—Public Company Accounting Oversight Board, Portfolio Margining, and 
Other Matters 
Sec. 981. Authority to share certain information with foreign authorities. 
Sec. 982. Oversight of brokers and dealers. 
Sec. 983. Portfolio margining. 
Sec. 984. Loan or borrowing of securities. 
Sec. 985. Technical corrections to Federal securities laws. 
Sec. 986. Conforming amendments relating to repeal of the Public Utility Holding 
Company Act of 1935. 
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124 STAT. 1383 
PUBLIC LAW 111–203—JULY 21, 2010 
Sec. 987. Amendment to definition of material loss and nonmaterial losses to the 
Deposit Insurance Fund for purposes of Inspector General reviews. 
Sec. 988. Amendment to definition of material loss and nonmaterial losses to the 
National Credit Union Share Insurance Fund for purposes of Inspector 
General reviews. 
Sec. 989. Government Accountability Office study on proprietary trading. 
Sec. 989A. Senior investor protections. 
Sec. 989B. Designated Federal entity inspectors general independence. 
Sec. 989C. Strengthening Inspector General accountability. 
Sec. 989D. Removal of Inspectors General of designated Federal entities. 
Sec. 989E. Additional oversight of financial regulatory system. 
Sec. 989F. GAO study of person to person lending. 
Sec. 989G. Exemption for nonaccelerated filers. 
Sec. 989H. Corrective responses by heads of certain establishments to deficiencies 
identified by Inspectors General. 
Sec. 989I. GAO study regarding exemption for smaller issuers. 
Sec. 989J. Further promoting the adoption of the NAIC Model Regulations that en-
hance protection of seniors and other consumers. 
Subtitle J—Securities and Exchange Commission Match Funding 
Sec. 991. Securities and Exchange Commission match funding. 
TITLE X—BUREAU OF CONSUMER FINANCIAL PROTECTION 
Sec. 1001. Short title. 
Sec. 1002. Definitions. 
Subtitle A—Bureau of Consumer Financial Protection 
Sec. 1011. Establishment of the Bureau of Consumer Financial Protection. 
Sec. 1012. Executive and administrative powers. 
Sec. 1013. Administration. 
Sec. 1014. Consumer Advisory Board. 
Sec. 1015. Coordination. 
Sec. 1016. Appearances before and reports to Congress. 
Sec. 1017. Funding; penalties and fines. 
Sec. 1018. Effective date. 
Subtitle B—General Powers of the Bureau 
Sec. 1021. Purpose, objectives, and functions. 
Sec. 1022. Rulemaking authority. 
Sec. 1023. Review of Bureau regulations. 
Sec. 1024. Supervision of nondepository covered persons. 
Sec. 1025. Supervision of very large banks, savings associations, and credit unions. 
Sec. 1026. Other banks, savings associations, and credit unions. 
Sec. 1027. Limitations on authorities of the Bureau; preservation of authorities. 
Sec. 1028. Authority to restrict mandatory pre-dispute arbitration. 
Sec. 1029. Exclusion for auto dealers. 
Sec. 1029A. Effective date. 
Subtitle C—Specific Bureau Authorities 
Sec. 1031. Prohibiting unfair, deceptive, or abusive acts or practices. 
Sec. 1032. Disclosures. 
Sec. 1033. Consumer rights to access information. 
Sec. 1034. Response to consumer complaints and inquiries. 
Sec. 1035. Private education loan ombudsman. 
Sec. 1036. Prohibited acts. 
Sec. 1037. Effective date. 
Subtitle D—Preservation of State Law 
Sec. 1041. Relation to State law. 
Sec. 1042. Preservation of enforcement powers of States. 
Sec. 1043. Preservation of existing contracts. 
Sec. 1044. State law preemption standards for national banks and subsidiaries 
clarified. 
Sec. 1045. Clarification of law applicable to nondepository institution subsidiaries. 
Sec. 1046. State law preemption standards for Federal savings associations and 
subsidiaries clarified. 
Sec. 1047. Visitorial standards for national banks and savings associations. 
Sec. 1048. Effective date. 
Subtitle E—Enforcement Powers 
Sec. 1051. Definitions. 
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124 STAT. 1384 
PUBLIC LAW 111–203—JULY 21, 2010 
Sec. 1052. Investigations and administrative discovery. 
Sec. 1053. Hearings and adjudication proceedings. 
Sec. 1054. Litigation authority. 
Sec. 1055. Relief available. 
Sec. 1056. Referrals for criminal proceedings. 
Sec. 1057. Employee protection. 
Sec. 1058. Effective date. 
Subtitle F—Transfer of Functions and Personnel; Transitional Provisions 
Sec. 1061. Transfer of consumer financial protection functions. 
Sec. 1062. Designated transfer date. 
Sec. 1063. Savings provisions. 
Sec. 1064. Transfer of certain personnel. 
Sec. 1065. Incidental transfers. 
Sec. 1066. Interim authority of the Secretary. 
Sec. 1067. Transition oversight. 
Subtitle G—Regulatory Improvements 
Sec. 1071. Small business data collection. 
Sec. 1072. Assistance for economically vulnerable individuals and families. 
Sec. 1073. Remittance transfers. 
Sec. 1074. Department of the Treasury study on ending the conservatorship of 
Fannie Mae, Freddie Mac, and reforming the housing finance system. 
Sec. 1075. Reasonable fees and rules for payment card transactions. 
Sec. 1076. Reverse mortgage study and regulations. 
Sec. 1077. Report on private education loans and private educational lenders. 
Sec. 1078. Study and report on credit scores. 
Sec. 1079. Review, report, and program with respect to exchange facilitators. 
Sec. 1079A. Financial fraud provisions. 
Subtitle H—Conforming Amendments 
Sec. 1081. Amendments to the Inspector General Act. 
Sec. 1082. Amendments to the Privacy Act of 1974. 
Sec. 1083. Amendments to the Alternative Mortgage Transaction Parity Act of 
1982. 
Sec. 1084. Amendments to the Electronic Fund Transfer Act. 
Sec. 1085. Amendments to the Equal Credit Opportunity Act. 
Sec. 1086. Amendments to the Expedited Funds Availability Act. 
Sec. 1087. Amendments to the Fair Credit Billing Act. 
Sec. 1088. Amendments to the Fair Credit Reporting Act and the Fair and Accu-
rate Credit Transactions Act of 2003. 
Sec. 1089. Amendments to the Fair Debt Collection Practices Act. 
Sec. 1090. Amendments to the Federal Deposit Insurance Act. 
Sec. 1091. Amendment to Federal Financial Institutions Examination Council Act 
of 1978. 
Sec. 1092. Amendments to the Federal Trade Commission Act. 
Sec. 1093. Amendments to the Gramm-Leach-Bliley Act. 
Sec. 1094. Amendments to the Home Mortgage Disclosure Act of 1975. 
Sec. 1095. Amendments to the Homeowners Protection Act of 1998. 
Sec. 1096. Amendments to the Home Ownership and Equity Protection Act of 1994. 
Sec. 1097. Amendments to the Omnibus Appropriations Act, 2009. 
Sec. 1098. Amendments to the Real Estate Settlement Procedures Act of 1974. 
Sec. 1098A. Amendments to the Interstate Land Sales Full Disclosure Act. 
Sec. 1099. Amendments to the Right to Financial Privacy Act of 1978. 
Sec. 1100. Amendments to the Secure and Fair Enforcement for Mortgage Licens-
ing Act of 2008. 
Sec. 1100A. Amendments to the Truth in Lending Act. 
Sec. 1100B. Amendments to the Truth in Savings Act. 
Sec. 1100C. Amendments to the Telemarketing and Consumer Fraud and Abuse 
Prevention Act. 
Sec. 1100D. Amendments to the Paperwork Reduction Act. 
Sec. 1100E. Adjustments for inflation in the Truth in Lending Act. 
Sec. 1100F. Use of consumer reports. 
Sec. 1100G. Small business fairness and regulatory transparency. 
Sec. 1100H. Effective date. 
TITLE XI—FEDERAL RESERVE SYSTEM PROVISIONS 
Sec. 1101. Federal Reserve Act amendments on emergency lending authority. 
Sec. 1102. Reviews of special Federal reserve credit facilities. 
Sec. 1103. Public access to information. 
Sec. 1104. Liquidity event determination. 
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124 STAT. 1385 
PUBLIC LAW 111–203—JULY 21, 2010 
Sec. 1105. Emergency financial stabilization. 
Sec. 1106. Additional related amendments. 
Sec. 1107. Federal Reserve Act amendments on Federal reserve bank governance. 
Sec. 1108. Federal Reserve Act amendments on supervision and regulation policy. 
Sec. 1109. GAO audit of the Federal Reserve facilities; publication of Board actions. 
TITLE XII—IMPROVING ACCESS TO MAINSTREAM FINANCIAL 
INSTITUTIONS 
Sec. 1201. Short title. 
Sec. 1202. Purpose. 
Sec. 1203. Definitions. 
Sec. 1204. Expanded access to mainstream financial institutions. 
Sec. 1205. Low-cost alternatives to payday loans. 
Sec. 1206. Grants to establish loan-loss reserve funds. 
Sec. 1207. Procedural provisions. 
Sec. 1208. Authorization of appropriations. 
Sec. 1209. Regulations. 
Sec. 1210. Evaluation and reports to Congress. 
TITLE XIII—PAY IT BACK ACT 
Sec. 1301. Short title. 
Sec. 1302. Amendment to reduce TARP authorization. 
Sec. 1303. Report. 
Sec. 1304. Amendments to Housing and Economic Recovery Act of 2008. 
Sec. 1305. Federal Housing Finance Agency report. 
Sec. 1306. Repayment of unobligated ARRA funds. 
TITLE XIV—MORTGAGE REFORM AND ANTI-PREDATORY LENDING ACT 
Sec. 1400. Short title; designation as enumerated consumer law. 
Subtitle A—Residential Mortgage Loan Origination Standards 
Sec. 1401. Definitions. 
Sec. 1402. Residential mortgage loan origination. 
Sec. 1403. Prohibition on steering incentives. 
Sec. 1404. Liability. 
Sec. 1405. Regulations. 
Sec. 1406. Study of shared appreciation mortgages. 
Subtitle B—Minimum Standards For Mortgages 
Sec. 1411. Ability to repay. 
Sec. 1412. Safe harbor and rebuttable presumption. 
Sec. 1413. Defense to foreclosure. 
Sec. 1414. Additional standards and requirements. 
Sec. 1415. Rule of construction. 
Sec. 1416. Amendments to civil liability provisions. 
Sec. 1417. Lender rights in the context of borrower deception. 
Sec. 1418. Six-month notice required before reset of hybrid adjustable rate mort-
gages. 
Sec. 1419. Required disclosures. 
Sec. 1420. Disclosures required in monthly statements for residential mortgage 
loans. 
Sec. 1421. Report by the GAO. 
Sec. 1422. State attorney general enforcement authority. 
Subtitle C—High-Cost Mortgages 
Sec. 1431. Definitions relating to high-cost mortgages. 
Sec. 1432. Amendments to existing requirements for certain mortgages. 
Sec. 1433. Additional requirements for certain mortgages. 
Subtitle D—Office of Housing Counseling 
Sec. 1441. Short title. 
Sec. 1442. Establishment of Office of Housing Counseling. 
Sec. 1443. Counseling procedures. 
Sec. 1444. Grants for housing counseling assistance. 
Sec. 1445. Requirements to use HUD-certified counselors under HUD programs. 
Sec. 1446. Study of defaults and foreclosures. 
Sec. 1447. Default and foreclosure database. 
Sec. 1448. Definitions for counseling-related programs. 
Sec. 1449. Accountability and transparency for grant recipients. 
Sec. 1450. Updating and simplification of mortgage information booklet. 
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124 STAT. 1386 
PUBLIC LAW 111–203—JULY 21, 2010 
Sec. 1451. Home inspection counseling. 
Sec. 1452. Warnings to homeowners of foreclosure rescue scams. 
Subtitle E—Mortgage Servicing 
Sec. 1461. Escrow and impound accounts relating to certain consumer credit trans-
actions. 
Sec. 1462. Disclosure notice required for consumers who waive escrow services. 
Sec. 1463. Real Estate Settlement Procedures Act of 1974 amendments. 
Sec. 1464. Truth in Lending Act amendments. 
Sec. 1465. Escrows included in repayment analysis. 
Subtitle F—Appraisal Activities 
Sec. 1471. Property appraisal requirements. 
Sec. 1472. Appraisal independence requirements. 
Sec. 1473. Amendments relating to Appraisal Subcommittee of FFIEC, Appraiser 
Independence Monitoring, Approved Appraiser Education, Appraisal 
Management Companies, Appraiser Complaint Hotline, Automated 
Valuation Models, and Broker Price Opinions. 
Sec. 1474. Equal Credit Opportunity Act amendment. 
Sec. 1475. Real Estate Settlement Procedures Act of 1974 amendment relating to 
certain appraisal fees. 
Sec. 1476. GAO study on the effectiveness and impact of various appraisal meth-
ods, valuation models and distributions channels, and on the Home 
Valuation Code of conduct and the Appraisal Subcommittee. 
Subtitle G—Mortgage Resolution and Modification 
Sec. 1481. Multifamily mortgage resolution program. 
Sec. 1482. Home Affordable Modification Program guidelines. 
Sec. 1483. Public availability of information of Making Home Affordable Program. 
Sec. 1484. Protecting tenants at foreclosure extension and clarification. 
Subtitle H—Miscellaneous Provisions 
Sec. 1491. Sense of Congress regarding the importance of government-sponsored 
enterprises reform to enhance the protection, limitation, and regulation 
of the terms of residential mortgage credit. 
Sec. 1492. GAO study report on government efforts to combat mortgage foreclosure 
rescue scams and loan modification fraud. 
Sec. 1493. Reporting of mortgage data by State. 
Sec. 1494. Study of effect of drywall presence on foreclosures. 
Sec. 1495. Definition. 
Sec. 1496. Emergency mortgage relief. 
Sec. 1497. Additional assistance for Neighborhood Stabilization Program. 
Sec. 1498. Legal assistance for foreclosure-related issues. 
TITLE XV—MISCELLANEOUS PROVISIONS 
Sec. 1501. Restrictions on use of United States funds for foreign governments; pro-
tection of American taxpayers. 
Sec. 1502. Conflict minerals. 
Sec. 1503. Reporting requirements regarding coal or other mine safety. 
Sec. 1504. Disclosure of payments by resource extraction issuers. 
Sec. 1505. Study by the Comptroller General. 
Sec. 1506. Study on core deposits and brokered deposits. 
TITLE XVI—SECTION 1256 CONTRACTS 
Sec. 1601. Certain swaps, etc., not treated as section 1256 contracts. 
SEC. 2. DEFINITIONS. 
As used in this Act, the following definitions shall apply, except 
as the context otherwise requires or as otherwise specifically pro-
vided in this Act: 
(1) AFFILIATE.—The term ‘‘affiliate’’ has the same meaning 
as in section 3 of the Federal Deposit Insurance Act (12 U.S.C. 
1813). 
(2) APPROPRIATE FEDERAL BANKING AGENCY.—On and after 
the transfer date, the term ‘‘appropriate Federal banking 
agency’’ has the same meaning as in section 3(q) of the Federal 
Deposit Insurance Act (12 U.S.C. 1813(q)), as amended by 
title III. 
12 USC 5301. 
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124 STAT. 1387 
PUBLIC LAW 111–203—JULY 21, 2010 
(3) BOARD OF GOVERNORS.—The term ‘‘Board of Governors’’ 
means the Board of Governors of the Federal Reserve System. 
(4) BUREAU.—The term ‘‘Bureau’’ means the Bureau of 
Consumer Financial Protection established under title X. 
(5) COMMISSION.—The term ‘‘Commission’’ means the Secu-
rities and Exchange Commission, except in the context of the 
Commodity Futures Trading Commission. 
(6) COMMODITY
FUTURES
TERMS.—The terms ‘‘futures 
commission merchant’’, ‘‘swap’’, ‘‘swap dealer’’, ‘‘swap execution 
facility’’, ‘‘derivatives clearing organization’’, ‘‘board of trade’’, 
‘‘commodity trading advisor’’, ‘‘commodity pool’’, and ‘‘commodity 
pool operator’’ have the same meanings as given the terms 
in section 1a of the Commodity Exchange Act (7 U.S.C. 1 
et seq.). 
(7) CORPORATION.—The term ‘‘Corporation’’ means the Fed-
eral Deposit Insurance Corporation. 
(8) COUNCIL.—The term ‘‘Council’’ means the Financial Sta-
bility Oversight Council established under title I. 
(9) CREDIT UNION.—The term ‘‘credit union’’ means a Fed-
eral credit union, State credit union, or State-chartered credit 
union, as those terms are defined in section 101 of the Federal 
Credit Union Act (12 U.S.C. 1752). 
(10) FEDERAL BANKING AGENCY.—The term— 
(A) ‘‘Federal banking agency’’ means, individually, the 
Board of Governors, the Office of the Comptroller of the 
Currency, and the Corporation; and 
(B) ‘‘Federal banking agencies’’ means all of the agen-
cies referred to in subparagraph (A), collectively. 
(11) FUNCTIONALLY
REGULATED
SUBSIDIARY.—The term 
‘‘functionally regulated subsidiary’’ has the same meaning as 
in section 5(c)(5) of the Bank Holding Company Act of 1956 
(12 U.S.C. 1844(c)(5)). 
(12) PRIMARY FINANCIAL REGULATORY AGENCY.—The term 
‘‘primary financial regulatory agency’’ means— 
(A) the appropriate Federal banking agency, with 
respect to institutions described in section 3(q) of the Fed-
eral Deposit Insurance Act, except to the extent that an 
institution is or the activities of an institution are otherwise 
described in subparagraph (B), (C), (D), or (E); 
(B) the Securities and Exchange Commission, with 
respect to— 
(i) any broker or dealer that is registered with 
the Commission under the Securities Exchange Act 
of 1934, with respect to the activities of the broker 
or dealer that require the broker or dealer to be reg-
istered under that Act; 
(ii) any investment company that is registered with 
the Commission under the Investment Company Act 
of 1940, with respect to the activities of the investment 
company that require the investment company to be 
registered under that Act; 
(iii) any investment adviser that is registered with 
the Commission under the Investment Advisers Act 
of 1940, with respect to the investment advisory activi-
ties of such company and activities that are incidental 
to such advisory activities; 
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124 STAT. 1388 
PUBLIC LAW 111–203—JULY 21, 2010 
(iv) any clearing agency registered with the 
Commission under the Securities Exchange Act of 
1934, with respect to the activities of the clearing 
agency that require the agency to be registered under 
such Act; 
(v) any nationally recognized statistical rating 
organization registered with the Commission under the 
Securities Exchange Act of 1934; 
(vi) any transfer agent registered with the 
Commission under the Securities Exchange Act of 
1934; 
(vii) any exchange registered as a national securi-
ties exchange with the Commission under the Securi-
ties Exchange Act of 1934; 
(viii) any national securities association registered 
with the Commission under the Securities Exchange 
Act of 1934; 
(ix) any securities information processor registered 
with the Commission under the Securities Exchange 
Act of 1934; 
(x) the Municipal Securities Rulemaking Board 
established under the Securities Exchange Act of 1934; 
(xi) the Public Company Accounting Oversight 
Board established under the Sarbanes-Oxley Act of 
2002 (15 U.S.C. 7211 et seq.); 
(xii) the Securities Investor Protection Corporation 
established under the Securities Investor Protection 
Act of 1970 (15 U.S.C. 78aaa et seq.); and 
(xiii) any security-based swap execution facility, 
security-based swap data repository, security-based 
swap dealer or major security-based swap participant 
registered with the Commission under the Securities 
Exchange Act of 1934, with respect to the security- 
based swap activities of the person that require such 
person to be registered under such Act; 
(C) the Commodity Futures Trading Commission, with 
respect to— 
(i) any futures commission merchant registered 
with the Commodity Futures Trading Commission 
under the Commodity Exchange Act (7 U.S.C. 1 et 
seq.), with respect to the activities of the futures 
commission merchant that require the futures commis-
sion merchant to be registered under that Act; 
(ii) any commodity pool operator registered with 
the Commodity Futures Trading Commission under 
the Commodity Exchange Act (7 U.S.C. 1 et seq.), 
with respect to the activities of the commodity pool 
operator that require the commodity pool operator to 
be registered under that Act, or a commodity pool, 
as defined in that Act; 
(iii) any commodity trading advisor or introducing 
broker registered with the Commodity Futures Trading 
Commission under the Commodity Exchange Act (7 
U.S.C. 1 et seq.), with respect to the activities of the 
commodity trading advisor or introducing broker that 
require the commodity trading adviser or introducing 
broker to be registered under that Act; 
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124 STAT. 1389 
PUBLIC LAW 111–203—JULY 21, 2010 
(iv) any derivatives clearing organization reg-
istered with the Commodity Futures Trading Commis-
sion under the Commodity Exchange Act (7 U.S.C. 
1 et seq.), with respect to the activities of the deriva-
tives clearing organization that require the derivatives 
clearing organization to be registered under that Act; 
(v) any board of trade designated as a contract 
market by the Commodity Futures Trading Commis-
sion under the Commodity Exchange Act (7 U.S.C. 
1 et seq.); 
(vi) any futures association registered with the 
Commodity Futures Trading Commission under the 
Commodity Exchange Act (7 U.S.C. 1 et seq.); 
(vii) any retail foreign exchange dealer registered 
with the Commodity Futures Trading Commission 
under the Commodity Exchange Act (7 U.S.C. 1 et 
seq.), with respect to the activities of the retail foreign 
exchange dealer that require the retail foreign 
exchange dealer to be registered under that Act; 
(viii) any swap execution facility, swap data reposi-
tory, swap dealer, or major swap participant registered 
with the Commodity Futures Trading Commission 
under the Commodity Exchange Act (7 U.S.C. 1 et 
seq.) with respect to the swap activities of the person 
that require such person to be registered under that 
Act; and 
(ix) any registered entity under the Commodity 
Exchange Act (7 U.S.C. 1 et seq.), with respect to 
the activities of the registered entity that require the 
registered entity to be registered under that Act; 
(D) the State insurance authority of the State in which 
an insurance company is domiciled, with respect to the 
insurance activities and activities that are incidental to 
such insurance activities of an insurance company that 
is subject to supervision by the State insurance authority 
under State insurance law; and 
(E) the Federal Housing Finance Agency, with respect 
to Federal Home Loan Banks or the Federal Home Loan 
Bank System, and with respect to the Federal National 
Mortgage Association or the Federal Home Loan Mortgage 
Corporation. 
(13) PRUDENTIAL STANDARDS.—The term ‘‘prudential stand-
ards’’ means enhanced supervision and regulatory standards 
developed by the Board of Governors under section 165. 
(14) SECRETARY.—The term ‘‘Secretary’’ means the Sec-
retary of the Treasury. 
(15) SECURITIES TERMS.—The— 
(A) terms ‘‘broker’’, ‘‘dealer’’, ‘‘issuer’’, ‘‘nationally recog-
nized statistical rating organization’’, ‘‘security’’, and ‘‘secu-
rities laws’’ have the same meanings as in section 3 of 
the Securities Exchange Act of 1934 (15 U.S.C. 78c); 
(B) term ‘‘investment adviser’’ has the same meaning 
as in section 202 of the Investment Advisers Act of 1940 
(15 U.S.C. 80b–2); and 
(C) term ‘‘investment company’’ has the same meaning 
as in section 3 of the Investment Company Act of 1940 
(15 U.S.C. 80a–3). 
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124 STAT. 1390 
PUBLIC LAW 111–203—JULY 21, 2010 
(16) STATE.—The term ‘‘State’’ means any State, common-
wealth, territory, or possession of the United States, the District 
of Columbia, the Commonwealth of Puerto Rico, the Common-
wealth of the Northern Mariana Islands, American Samoa, 
Guam, or the United States Virgin Islands. 
(17) TRANSFER DATE.—The term ‘‘transfer date’’ means the 
date established under section 311. 
(18) OTHER INCORPORATED DEFINITIONS.— 
(A) FEDERAL
DEPOSIT
INSURANCE
ACT.—The terms 
‘‘bank’’, ‘‘bank holding company’’, ‘‘control’’, ‘‘deposit’’, 
‘‘depository institution’’, ‘‘Federal depository institution’’, 
‘‘Federal savings association’’, ‘‘foreign bank’’, ‘‘including’’, 
‘‘insured branch’’, ‘‘insured depository institution’’, ‘‘national 
member bank’’, ‘‘national nonmember bank’’, ‘‘savings 
association’’, ‘‘State bank’’, ‘‘State depository institution’’, 
‘‘State member bank’’, ‘‘State nonmember bank’’, ‘‘State 
savings association’’, and ‘‘subsidiary’’ have the same 
meanings as in section 3 of the Federal Deposit Insurance 
Act (12 U.S.C. 1813). 
(B) HOLDING COMPANIES.—The term— 
(i) ‘‘bank holding company’’ has the same meaning 
as in section 2 of the Bank Holding Company Act 
of 1956 (12 U.S.C. 1841); 
(ii) ‘‘financial holding company’’ has the same 
meaning as in section 2(p) of the Bank Holding Com-
pany Act of 1956 (12 U.S.C. 1841(p)); and 
(iii) ‘‘savings and loan holding company’’ has the 
same meaning as in section 10 of the Home Owners’ 
Loan Act (12 U.S.C. 1467a(a)). 
SEC. 3. SEVERABILITY. 
If any provision of this Act, an amendment made by this 
Act, or the application of such provision or amendment to any 
person or circumstance is held to be unconstitutional, the remainder 
of this Act, the amendments made by this Act, and the application 
of the provisions of such to any person or circumstance shall not 
be affected thereby. 
SEC. 4. EFFECTIVE DATE. 
Except as otherwise specifically provided in this Act or the 
amendments made by this Act, this Act and such amendments 
shall take effect 1 day after the date of enactment of this Act. 
SEC. 5. BUDGETARY EFFECTS. 
The budgetary effects of this Act, for the purpose of complying 
with the Statutory Pay-As-You-Go-Act of 2010, shall be determined 
by reference to the latest statement titled ‘‘Budgetary Effects of 
PAYGO Legislation’’ for this Act, jointly submitted for printing 
in the Congressional Record by the Chairmen of the House and 
Senate Budget Committees, provided that such statement has been 
submitted prior to the vote on passage in the House acting first 
on this conference report or amendment between the Houses. 
SEC. 6. ANTITRUST SAVINGS CLAUSE. 
Nothing in this Act, or any amendment made by this Act, 
shall be construed to modify, impair, or supersede the operation 
of any of the antitrust laws, unless otherwise specified. For purposes 
of this section, the term ‘‘antitrust laws’’ has the same meaning 
Definition. 
12 USC 5303. 
12 USC 5301 
note. 
12 USC 5302. 
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124 STAT. 1391 
PUBLIC LAW 111–203—JULY 21, 2010 
as in subsection (a) of the first section of the Clayton Act, except 
that such term includes section 5 of the Federal Trade Commission 
Act, to the extent that such section 5 applies to unfair methods 
of competition. 
TITLE I—FINANCIAL STABILITY 
SEC. 101. SHORT TITLE. 
This title may be cited as the ‘‘Financial Stability Act of 2010’’. 
SEC. 102. DEFINITIONS. 
(a) IN GENERAL.—For purposes of this title, unless the context 
otherwise requires, the following definitions shall apply: 
(1) BANK HOLDING COMPANY.—The term ‘‘bank holding com-
pany’’ has the same meaning as in section 2 of the Bank 
Holding Company Act of 1956 (12 U.S.C. 1841). A foreign 
bank or company that is treated as a bank holding company 
for purposes of the Bank Holding Company Act of 1956, pursu-
ant to section 8(a) of the International Banking Act of 1978 
(12 U.S.C. 3106(a)), shall be treated as a bank holding company 
for purposes of this title. 
(2) CHAIRPERSON.—The term ‘‘Chairperson’’ means the 
Chairperson of the Council. 
(3) MEMBER AGENCY.—The term ‘‘member agency’’ means 
an agency represented by a voting member of the Council. 
(4) NONBANK FINANCIAL COMPANY DEFINITIONS.— 
(A) FOREIGN NONBANK FINANCIAL COMPANY.—The term 
‘‘foreign nonbank financial company’’ means a company 
(other than a company that is, or is treated in the United 
States as, a bank holding company) that is— 
(i) incorporated or organized in a country other 
than the United States; and 
(ii) predominantly engaged in, including through 
a branch in the United States, financial activities, as 
defined in paragraph (6). 
(B) U.S. NONBANK
FINANCIAL
COMPANY.—The term 
‘‘U.S. nonbank financial company’’ means a company (other 
than a bank holding company, a Farm Credit System 
institution chartered and subject to the provisions of the 
Farm Credit Act of 1971 (12 U.S.C. 2001 et seq.), or a 
national securities exchange (or parent thereof), clearing 
agency (or parent thereof, unless the parent is a bank 
holding company), security-based swap execution facility, 
or security-based swap data repository registered with the 
Commission, or a board of trade designated as a contract 
market (or parent thereof), or a derivatives clearing 
organization (or parent thereof, unless the parent is a 
bank holding company), swap execution facility or a swap 
data repository registered with the Commodity Futures 
Trading Commission), that is— 
(i) incorporated or organized under the laws of 
the United States or any State; and 
(ii) predominantly engaged in financial activities, 
as defined in paragraph (6). 
12 USC 5311. 
12 USC 5301 
note. 
Financial 
Stability Act of 
2010. 
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124 STAT. 1392 
PUBLIC LAW 111–203—JULY 21, 2010 
(C) 
NONBANK
FINANCIAL
COMPANY.—The 
term 
‘‘nonbank financial company’’ means a U.S. nonbank finan-
cial company and a foreign nonbank financial company. 
(D) NONBANK FINANCIAL COMPANY SUPERVISED BY THE 
BOARD OF GOVERNORS.—The term ‘‘nonbank financial com-
pany supervised by the Board of Governors’’ means a 
nonbank financial company that the Council has deter-
mined under section 113 shall be supervised by the Board 
of Governors. 
(5) OFFICE OF FINANCIAL RESEARCH.—The term ‘‘Office of 
Financial Research’’ means the office established under section 
152. 
(6) PREDOMINANTLY
ENGAGED.—A company is ‘‘predomi-
nantly engaged in financial activities’’ if— 
(A) the annual gross revenues derived by the company 
and all of its subsidiaries from activities that are financial 
in nature (as defined in section 4(k) of the Bank Holding 
Company Act of 1956) and, if applicable, from the owner-
ship or control of one or more insured depository institu-
tions, represents 85 percent or more of the consolidated 
annual gross revenues of the company; or 
(B) the consolidated assets of the company and all 
of its subsidiaries related to activities that are financial 
in nature (as defined in section 4(k) of the Bank Holding 
Company Act of 1956) and, if applicable, related to the 
ownership or control of one or more insured depository 
institutions, represents 85 percent or more of the consoli-
dated assets of the company. 
(7) SIGNIFICANT
INSTITUTIONS.—The terms ‘‘significant 
nonbank financial company’’ and ‘‘significant bank holding com-
pany’’ have the meanings given those terms by rule of the 
Board of Governors, but in no instance shall the term ‘‘signifi-
cant nonbank financial company’’ include those entities that 
are excluded under paragraph (4)(B). 
(b) DEFINITIONAL CRITERIA.—The Board of Governors shall 
establish, by regulation, the requirements for determining if a com-
pany is predominantly engaged in financial activities, as defined 
in subsection (a)(6). 
(c) FOREIGN NONBANK FINANCIAL COMPANIES.—For purposes 
of the application of subtitles A and C (other than section 113(b)) 
with respect to a foreign nonbank financial company, references 
in this title to ‘‘company’’ or ‘‘subsidiary’’ include only the United 
States activities and subsidiaries of such foreign company, except 
as otherwise provided. 
Subtitle A—Financial Stability Oversight 
Council 
SEC. 111. FINANCIAL STABILITY OVERSIGHT COUNCIL ESTABLISHED. 
(a) ESTABLISHMENT.—Effective on the date of enactment of 
this Act, there is established the Financial Stability Oversight 
Council. 
(b) MEMBERSHIP.—The Council shall consist of the following 
members: 
(1) VOTING MEMBERS.—The voting members, who shall each 
have 1 vote on the Council shall be— 
Effective date. 
12 USC 5321. 
Regulations. 
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124 STAT. 1393 
PUBLIC LAW 111–203—JULY 21, 2010 
(A) the Secretary of the Treasury, who shall serve 
as Chairperson of the Council; 
(B) the Chairman of the Board of Governors; 
(C) the Comptroller of the Currency; 
(D) the Director of the Bureau; 
(E) the Chairman of the Commission; 
(F) the Chairperson of the Corporation; 
(G) the Chairperson of the Commodity Futures Trading 
Commission; 
(H) the Director of the Federal Housing Finance 
Agency; 
(I) the Chairman of the National Credit Union 
Administration Board; and 
(J) an independent member appointed by the President, 
by and with the advice and consent of the Senate, having 
insurance expertise. 
(2) NONVOTING MEMBERS.—The nonvoting members, who 
shall serve in an advisory capacity as a nonvoting member 
of the Council, shall be— 
(A) the Director of the Office of Financial Research; 
(B) the Director of the Federal Insurance Office; 
(C) a State insurance commissioner, to be designated 
by a selection process determined by the State insurance 
commissioners; 
(D) a State banking supervisor, to be designated by 
a selection process determined by the State banking super-
visors; and 
(E) a State securities commissioner (or an officer per-
forming like functions), to be designated by a selection 
process determined by such State securities commissioners. 
(3) NONVOTING
MEMBER
PARTICIPATION.—The nonvoting 
members of the Council shall not be excluded from any of 
the proceedings, meetings, discussions, or deliberations of the 
Council, except that the Chairperson may, upon an affirmative 
vote of the member agencies, exclude the nonvoting members 
from any of the proceedings, meetings, discussions, or delibera-
tions of the Council when necessary to safeguard and promote 
the free exchange of confidential supervisory information. 
(c) TERMS; VACANCY.— 
(1) TERMS.—The independent member of the Council shall 
serve for a term of 6 years, and each nonvoting member 
described in subparagraphs (C), (D), and (E) of subsection (b)(2) 
shall serve for a term of 2 years. 
(2) VACANCY.—Any vacancy on the Council shall be filled 
in the manner in which the original appointment was made. 
(3) ACTING OFFICIALS MAY SERVE.—In the event of a vacancy 
in the office of the head of a member agency or department, 
and pending the appointment of a successor, or during the 
absence or disability of the head of a member agency or depart-
ment, the acting head of the member agency or department 
shall serve as a member of the Council in the place of that 
agency or department head. 
(d) TECHNICAL
AND PROFESSIONAL ADVISORY COMMITTEES.— 
The Council may appoint such special advisory, technical, or profes-
sional committees as may be useful in carrying out the functions 
of the Council, including an advisory committee consisting of State 
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124 STAT. 1394 
PUBLIC LAW 111–203—JULY 21, 2010 
regulators, and the members of such committees may be members 
of the Council, or other persons, or both. 
(e) MEETINGS.— 
(1) TIMING.—The Council shall meet at the call of the 
Chairperson or a majority of the members then serving, but 
not less frequently than quarterly. 
(2) RULES FOR CONDUCTING BUSINESS.—The Council shall 
adopt such rules as may be necessary for the conduct of the 
business of the Council. Such rules shall be rules of agency 
organization, procedure, or practice for purposes of section 553 
of title 5, United States Code. 
(f) VOTING.—Unless otherwise specified, the Council shall make 
all decisions that it is authorized or required to make by a majority 
vote of the voting members then serving. 
(g) NONAPPLICABILITY OF FACA.—The Federal Advisory Com-
mittee Act (5 U.S.C. App.) shall not apply to the Council, or to 
any special advisory, technical, or professional committee appointed 
by the Council, except that, if an advisory, technical, or professional 
committee has one or more members who are not employees of 
or affiliated with the United States Government, the Council shall 
publish a list of the names of the members of such committee. 
(h) ASSISTANCE FROM FEDERAL AGENCIES.—Any department 
or agency of the United States may provide to the Council and 
any special advisory, technical, or professional committee appointed 
by the Council, such services, funds, facilities, staff, and other 
support services as the Council may determine advisable. 
(i) COMPENSATION OF MEMBERS.— 
(1) FEDERAL
EMPLOYEE
MEMBERS.—All members of the 
Council who are officers or employees of the United States 
shall serve without compensation in addition to that received 
for their services as officers or employees of the United States. 
(2) COMPENSATION
FOR
NON-FEDERAL
MEMBER.—Section 
5314 of title 5, United States Code, is amended by adding 
at the end the following: 
‘‘Independent Member of the Financial Stability Oversight 
Council (1).’’. 
(j) DETAIL OF GOVERNMENT EMPLOYEES.—Any employee of the 
Federal Government may be detailed to the Council without 
reimbursement, and such detail shall be without interruption or 
loss of civil service status or privilege. An employee of the Federal 
Government detailed to the Council shall report to and be subject 
to oversight by the Council during the assignment to the Council, 
and shall be compensated by the department or agency from which 
the employee was detailed. 
SEC. 112. COUNCIL AUTHORITY. 
(a) PURPOSES AND DUTIES OF THE COUNCIL.— 
(1) IN GENERAL.—The purposes of the Council are— 
(A) to identify risks to the financial stability of the 
United States that could arise from the material financial 
distress or failure, or ongoing activities, of large, inter-
connected bank holding companies or nonbank financial 
companies, or that could arise outside the financial services 
marketplace; 
(B) to promote market discipline, by eliminating 
expectations on the part of shareholders, creditors, and 
12 USC 5322. 
Publication. 
List. 
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124 STAT. 1395 
PUBLIC LAW 111–203—JULY 21, 2010 
counterparties of such companies that the Government will 
shield them from losses in the event of failure; and 
(C) to respond to emerging threats to the stability 
of the United States financial system. 
(2) DUTIES.—The Council shall, in accordance with this 
title— 
(A) collect information from member agencies, other 
Federal and State financial regulatory agencies, the Fed-
eral Insurance Office and, if necessary to assess risks to 
the United States financial system, direct the Office of 
Financial Research to collect information from bank holding 
companies and nonbank financial companies; 
(B) provide direction to, and request data and analyses 
from, the Office of Financial Research to support the work 
of the Council; 
(C) monitor the financial services marketplace in order 
to identify potential threats to the financial stability of 
the United States; 
(D) to monitor domestic and international financial 
regulatory proposals and developments, including insur-
ance and accounting issues, and to advise Congress and 
make recommendations in such areas that will enhance 
the integrity, efficiency, competitiveness, and stability of 
the U.S. financial markets; 
(E) facilitate information sharing and coordination 
among the member agencies and other Federal and State 
agencies regarding domestic financial services policy 
development, rulemaking, examinations, reporting require-
ments, and enforcement actions; 
(F) recommend to the member agencies general super-
visory priorities and principles reflecting the outcome of 
discussions among the member agencies; 
(G) identify gaps in regulation that could pose risks 
to the financial stability of the United States; 
(H) require supervision by the Board of Governors 
for nonbank financial companies that may pose risks to 
the financial stability of the United States in the event 
of their material financial distress or failure, or because 
of their activities pursuant to section 113; 
(I) make recommendations to the Board of Governors 
concerning the establishment of heightened prudential 
standards for risk-based capital, leverage, liquidity, contin-
gent capital, resolution plans and credit exposure reports, 
concentration limits, enhanced public disclosures, and 
overall risk management for nonbank financial companies 
and large, interconnected bank holding companies super-
vised by the Board of Governors; 
(J) identify systemically important financial market 
utilities and payment, clearing, and settlement activities 
(as that term is defined in title VIII); 
(K) make recommendations to primary financial regu-
latory agencies to apply new or heightened standards and 
safeguards for financial activities or practices that could 
create or increase risks of significant liquidity, credit, or 
other problems spreading among bank holding companies, 
nonbank financial companies, and United States financial 
markets; 
Recommenda- 
tions. 
Recommenda- 
tions. 
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124 STAT. 1396 
PUBLIC LAW 111–203—JULY 21, 2010 
(L) review and, as appropriate, may submit comments 
to the Commission and any standard-setting body with 
respect to an existing or proposed accounting principle, 
standard, or procedure; 
(M) provide a forum for— 
(i) discussion and analysis of emerging market 
developments and financial regulatory issues; and 
(ii) resolution of jurisdictional disputes among the 
members of the Council; and 
(N) annually report to and testify before Congress on— 
(i) the activities of the Council; 
(ii) significant financial market and regulatory 
developments, including insurance and accounting 
regulations and standards, along with an assessment 
of those developments on the stability of the financial 
system; 
(iii) potential emerging threats to the financial 
stability of the United States; 
(iv) all determinations made under section 113 
or title VIII, and the basis for such determinations; 
(v) all recommendations made under section 119 
and the result of such recommendations; and 
(vi) recommendations— 
(I) 
to 
enhance 
the 
integrity, 
efficiency, 
competitiveness, and stability of United States 
financial markets; 
(II) to promote market discipline; and 
(III) to maintain investor confidence. 
(b) STATEMENTS BY VOTING MEMBERS OF THE COUNCIL.—At 
the time at which each report is submitted under subsection (a), 
each voting member of the Council shall— 
(1) if such member believes that the Council, the Govern-
ment, and the private sector are taking all reasonable steps 
to ensure financial stability and to mitigate systemic risk that 
would negatively affect the economy, submit a signed statement 
to Congress stating such belief; or 
(2) if such member does not believe that all reasonable 
steps described under paragraph (1) are being taken, submit 
a signed statement to Congress stating what actions such 
member believes need to be taken in order to ensure that 
all reasonable steps described under paragraph (1) are taken. 
(c) TESTIMONY BY THE CHAIRPERSON.—The Chairperson shall 
appear before the Committee on Financial Services of the House 
of Representatives and the Committee on Banking, Housing, and 
Urban Affairs of the Senate at an annual hearing, after the report 
is submitted under subsection (a)— 
(1) to discuss the efforts, activities, objectives, and plans 
of the Council; and 
(2) to discuss and answer questions concerning such report. 
(d) AUTHORITY TO OBTAIN INFORMATION.— 
(1) IN
GENERAL.—The Council may receive, and may 
request the submission of, any data or information from the 
Office of Financial Research, member agencies, and the Federal 
Insurance Office, as necessary— 
(A) to monitor the financial services marketplace to 
identify potential risks to the financial stability of the 
United States; or 
Deadline. 
Reports. 
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124 STAT. 1397 
PUBLIC LAW 111–203—JULY 21, 2010 
(B) to otherwise carry out any of the provisions of 
this title. 
(2) SUBMISSIONS BY THE OFFICE AND MEMBER AGENCIES.— 
Notwithstanding any other provision of law, the Office of Finan-
cial Research, any member agency, and the Federal Insurance 
Office, are authorized to submit information to the Council. 
(3) FINANCIAL DATA COLLECTION.— 
(A) IN
GENERAL.—The Council, acting through the 
Office of Financial Research, may require the submission 
of periodic and other reports from any nonbank financial 
company or bank holding company for the purpose of 
assessing the extent to which a financial activity or finan-
cial market in which the nonbank financial company or 
bank holding company participates, or the nonbank finan-
cial company or bank holding company itself, poses a threat 
to the financial stability of the United States. 
(B) MITIGATION OF REPORT BURDEN.—Before requiring 
the submission of reports from any nonbank financial com-
pany or bank holding company that is regulated by a 
member agency or any primary financial regulatory agency, 
the Council, acting through the Office of Financial 
Research, shall coordinate with such agencies and shall, 
whenever possible, rely on information available from the 
Office of Financial Research or such agencies. 
(C) MITIGATION IN CASE OF FOREIGN FINANCIAL COMPA-
NIES.—Before requiring the submission of reports from a 
company that is a foreign nonbank financial company or 
foreign-based bank holding company, the Council shall, 
acting through the Office of Financial Research, to the 
extent appropriate, consult with the appropriate foreign 
regulator of such company and, whenever possible, rely 
on information already being collected by such foreign regu-
lator, with English translation. 
(4) BACK-UP EXAMINATION BY THE BOARD OF GOVERNORS.— 
If the Council is unable to determine whether the financial 
activities of a U.S. nonbank financial company pose a threat 
to the financial stability of the United States, based on informa-
tion or reports obtained under paragraphs (1) and (3), discus-
sions with management, and publicly available information, 
the Council may request the Board of Governors, and the 
Board of Governors is authorized, to conduct an examination 
of the U.S. nonbank financial company for the sole purpose 
of determining whether the nonbank financial company should 
be supervised by the Board of Governors for purposes of this 
title. 
(5) CONFIDENTIALITY.— 
(A) IN GENERAL.—The Council, the Office of Financial 
Research, and the other member agencies shall maintain 
the confidentiality of any data, information, and reports 
submitted under this title. 
(B) RETENTION OF PRIVILEGE.—The submission of any 
nonpublicly available data or information under this sub-
section and subtitle B shall not constitute a waiver of, 
or otherwise affect, any privilege arising under Federal 
or State law (including the rules of any Federal or State 
court) to which the data or information is otherwise subject. 
Consultation. 
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124 STAT. 1398 
PUBLIC LAW 111–203—JULY 21, 2010 
(C) FREEDOM
OF
INFORMATION
ACT.—Section 552 of 
title 5, United States Code, including the exceptions there-
under, shall apply to any data or information submitted 
under this subsection and subtitle B. 
SEC. 113. AUTHORITY TO REQUIRE SUPERVISION AND REGULATION 
OF CERTAIN NONBANK FINANCIAL COMPANIES. 
(a) U.S. NONBANK FINANCIAL COMPANIES SUPERVISED BY THE 
BOARD OF GOVERNORS.— 
(1) DETERMINATION.—The Council, on a nondelegable basis 
and by a vote of not fewer than 2⁄3 of the voting members 
then serving, including an affirmative vote by the Chairperson, 
may determine that a U.S. nonbank financial company shall 
be supervised by the Board of Governors and shall be subject 
to prudential standards, in accordance with this title, if the 
Council determines that material financial distress at the U.S. 
nonbank financial company, or the nature, scope, size, scale, 
concentration, interconnectedness, or mix of the activities of 
the U.S. nonbank financial company, could pose a threat to 
the financial stability of the United States. 
(2) CONSIDERATIONS.—In making a determination under 
paragraph (1), the Council shall consider— 
(A) the extent of the leverage of the company; 
(B) the extent and nature of the off-balance-sheet expo-
sures of the company; 
(C) the extent and nature of the transactions and rela-
tionships of the company with other significant nonbank 
financial companies and significant bank holding compa-
nies; 
(D) the importance of the company as a source of 
credit for households, businesses, and State and local 
governments and as a source of liquidity for the United 
States financial system; 
(E) the importance of the company as a source of 
credit for low-income, minority, or underserved commu-
nities, and the impact that the failure of such company 
would have on the availability of credit in such commu-
nities; 
(F) the extent to which assets are managed rather 
than owned by the company, and the extent to which 
ownership of assets under management is diffuse; 
(G) the nature, scope, size, scale, concentration, inter-
connectedness, and mix of the activities of the company; 
(H) the degree to which the company is already regu-
lated by 1 or more primary financial regulatory agencies; 
(I) the amount and nature of the financial assets of 
the company; 
(J) the amount and types of the liabilities of the com-
pany, including the degree of reliance on short-term 
funding; and 
(K) any other risk-related factors that the Council 
deems appropriate. 
(b) FOREIGN NONBANK FINANCIAL COMPANIES SUPERVISED BY 
THE BOARD OF GOVERNORS.— 
(1) DETERMINATION.—The Council, on a nondelegable basis 
and by a vote of not fewer than 2⁄3 of the voting members 
then serving, including an affirmative vote by the Chairperson, 
12 USC 5323. 
Applicability. 
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124 STAT. 1399 
PUBLIC LAW 111–203—JULY 21, 2010 
may determine that a foreign nonbank financial company shall 
be supervised by the Board of Governors and shall be subject 
to prudential standards, in accordance with this title, if the 
Council determines that material financial distress at the for-
eign nonbank financial company, or the nature, scope, size, 
scale, concentration, interconnectedness, or mix of the activities 
of the foreign nonbank financial company, could pose a threat 
to the financial stability of the United States. 
(2) CONSIDERATIONS.—In making a determination under 
paragraph (1), the Council shall consider— 
(A) the extent of the leverage of the company; 
(B) the extent and nature of the United States related 
off-balance-sheet exposures of the company; 
(C) the extent and nature of the transactions and rela-
tionships of the company with other significant nonbank 
financial companies and significant bank holding compa-
nies; 
(D) the importance of the company as a source of 
credit for United States households, businesses, and State 
and local governments and as a source of liquidity for 
the United States financial system; 
(E) the importance of the company as a source of 
credit for low-income, minority, or underserved commu-
nities in the United States, and the impact that the failure 
of such company would have on the availability of credit 
in such communities; 
(F) the extent to which assets are managed rather 
than owned by the company and the extent to which owner-
ship of assets under management is diffuse; 
(G) the nature, scope, size, scale, concentration, inter-
connectedness, and mix of the activities of the company; 
(H) the extent to which the company is subject to 
prudential standards on a consolidated basis in its home 
country that are administered and enforced by a com-
parable foreign supervisory authority; 
(I) the amount and nature of the United States finan-
cial assets of the company; 
(J) the amount and nature of the liabilities of the 
company used to fund activities and operations in the 
United States, including the degree of reliance on short- 
term funding; and 
(K) any other risk-related factors that the Council 
deems appropriate. 
(c) ANTIEVASION.— 
(1) DETERMINATIONS.—In order to avoid evasion of this 
title, the Council, on its own initiative or at the request of 
the Board of Governors, may determine, on a nondelegable 
basis and by a vote of not fewer than 2⁄3 of the voting members 
then serving, including an affirmative vote by the Chairperson, 
that— 
(A) material financial distress related to, or the nature, 
scope, size, scale, concentration, interconnectedness, or mix 
of, the financial activities conducted directly or indirectly 
by a company incorporated or organized under the laws 
of the United States or any State or the financial activities 
in the United States of a company incorporated or orga-
nized in a country other than the United States would 
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124 STAT. 1400 
PUBLIC LAW 111–203—JULY 21, 2010 
pose a threat to the financial stability of the United States, 
based on consideration of the factors in subsection (a)(2) 
or (b)(2), as applicable; 
(B) the company is organized or operates in such a 
manner as to evade the application of this title; and 
(C) such financial activities of the company shall be 
supervised by the Board of Governors and subject to 
prudential standards in accordance with this title, con-
sistent with paragraph (3). 
(2) REPORT.—Upon making a determination under para-
graph (1), the Council shall submit a report to the appropriate 
committees of Congress detailing the reasons for making such 
determination. 
(3) CONSOLIDATED SUPERVISION OF ONLY FINANCIAL ACTIVI-
TIES; ESTABLISHMENT
OF
AN
INTERMEDIATE
HOLDING
COM-
PANY.— 
(A) ESTABLISHMENT
OF
AN
INTERMEDIATE
HOLDING 
COMPANY.—Upon a determination under paragraph (1), the 
company that is the subject of the determination may estab-
lish an intermediate holding company in which the finan-
cial activities of such company and its subsidiaries shall 
be conducted (other than the activities described in section 
167(b)(2)) in compliance with any regulations or guidance 
provided by the Board of Governors. Such intermediate 
holding company shall be subject to the supervision of 
the Board of Governors and to prudential standards under 
this title as if the intermediate holding company were 
a nonbank financial company supervised by the Board of 
Governors. 
(B) ACTION OF THE BOARD OF GOVERNORS.—To facilitate 
the supervision of the financial activities subject to the 
determination in paragraph (1), the Board of Governors 
may require a company to establish an intermediate 
holding company, as provided for in section 167, which 
would be subject to the supervision of the Board of Gov-
ernors and to prudential standards under this title, as 
if the intermediate holding company were a nonbank finan-
cial company supervised by the Board of Governors. 
(4) NOTICE
AND
OPPORTUNITY
FOR
HEARING
AND
FINAL 
DETERMINATION; JUDICIAL REVIEW.—Subsections (d) through (h) 
shall apply to determinations made by the Council pursuant 
to paragraph (1) in the same manner as such subsections 
apply to nonbank financial companies. 
(5) COVERED FINANCIAL ACTIVITIES.—For purposes of this 
subsection, the term ‘‘financial activities’’— 
(A) means activities that are financial in nature (as 
defined in section 4(k) of the Bank Holding Company Act 
of 1956); 
(B) includes the ownership or control of one or more 
insured depository institutions; and 
(C) does not include internal financial activities con-
ducted for the company or any affiliate thereof, including 
internal treasury, investment, and employee benefit func-
tions. 
(6) ONLY
FINANCIAL
ACTIVITIES
SUBJECT
TO
PRUDENTIAL 
SUPERVISION.—Nonfinancial activities of the company shall not 
Definition. 
Applicability. 
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124 STAT. 1401 
PUBLIC LAW 111–203—JULY 21, 2010 
be subject to supervision by the Board of Governors and pruden-
tial standards of the Board. For purposes of this Act, the 
financial activities that are the subject of the determination 
in paragraph (1) shall be subject to the same requirements 
as a nonbank financial company supervised by the Board of 
Governors. Nothing in this paragraph shall prohibit or limit 
the authority of the Board of Governors to apply prudential 
standards under this title to the financial activities that are 
subject to the determination in paragraph (1). 
(d) REEVALUATION AND RESCISSION.—The Council shall— 
(1) not less frequently than annually, reevaluate each deter-
mination made under subsections (a) and (b) with respect to 
such nonbank financial company supervised by the Board of 
Governors; and 
(2) rescind any such determination, if the Council, by a 
vote of not fewer than 2⁄3 of the voting members then serving, 
including an affirmative vote by the Chairperson, determines 
that the nonbank financial company no longer meets the stand-
ards under subsection (a) or (b), as applicable. 
(e) NOTICE AND OPPORTUNITY FOR HEARING AND FINAL DETER-
MINATION.— 
(1) IN GENERAL.—The Council shall provide to a nonbank 
financial company written notice of a proposed determination 
of the Council, including an explanation of the basis of the 
proposed determination of the Council, that a nonbank financial 
company shall be supervised by the Board of Governors and 
shall be subject to prudential standards in accordance with 
this title. 
(2) HEARING.—Not later than 30 days after the date of 
receipt of any notice of a proposed determination under para-
graph (1), the nonbank financial company may request, in 
writing, an opportunity for a written or oral hearing before 
the Council to contest the proposed determination. Upon receipt 
of a timely request, the Council shall fix a time (not later 
than 30 days after the date of receipt of the request) and 
place at which such company may appear, personally or through 
counsel, to submit written materials (or, at the sole discretion 
of the Council, oral testimony and oral argument). 
(3) FINAL DETERMINATION.—Not later than 60 days after 
the date of a hearing under paragraph (2), the Council shall 
notify the nonbank financial company of the final determination 
of the Council, which shall contain a statement of the basis 
for the decision of the Council. 
(4) NO HEARING REQUESTED.—If a nonbank financial com-
pany does not make a timely request for a hearing, the Council 
shall notify the nonbank financial company, in writing, of the 
final determination of the Council under subsection (a) or (b), 
as applicable, not later than 10 days after the date by which 
the company may request a hearing under paragraph (2). 
(f) EMERGENCY EXCEPTION.— 
(1) IN GENERAL.—The Council may waive or modify the 
requirements of subsection (e) with respect to a nonbank finan-
cial company, if the Council determines, by a vote of not fewer 
than 2⁄3 of the voting members then serving, including an 
affirmative vote by the Chairperson, that such waiver or modi-
fication is necessary or appropriate to prevent or mitigate 
Waiver authority. 
Deadlines. 
Deadlines. 
Deadline. 
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124 STAT. 1402 
PUBLIC LAW 111–203—JULY 21, 2010 
threats posed by the nonbank financial company to the financial 
stability of the United States. 
(2) NOTICE.—The Council shall provide notice of a waiver 
or modification under this subsection to the nonbank financial 
company concerned as soon as practicable, but not later than 
24 hours after the waiver or modification is granted. 
(3) INTERNATIONAL
COORDINATION.—In making a deter-
mination under paragraph (1), the Council shall consult with 
the appropriate home country supervisor, if any, of the foreign 
nonbank financial company that is being considered for such 
a determination. 
(4) OPPORTUNITY FOR HEARING.—The Council shall allow 
a nonbank financial company to request, in writing, an oppor-
tunity for a written or oral hearing before the Council to contest 
a waiver or modification under this subsection, not later than 
10 days after the date of receipt of notice of the waiver or 
modification by the company. Upon receipt of a timely request, 
the Council shall fix a time (not later than 15 days after 
the date of receipt of the request) and place at which the 
nonbank financial company may appear, personally or through 
counsel, to submit written materials (or, at the sole discretion 
of the Council, oral testimony and oral argument). 
(5) NOTICE OF FINAL DETERMINATION.—Not later than 30 
days after the date of any hearing under paragraph (4), the 
Council shall notify the subject nonbank financial company 
of the final determination of the Council under this subsection, 
which shall contain a statement of the basis for the decision 
of the Council. 
(g) CONSULTATION.—The Council shall consult with the primary 
financial regulatory agency, if any, for each nonbank financial com-
pany or subsidiary of a nonbank financial company that is being 
considered for supervision by the Board of Governors under this 
section before the Council makes any final determination with 
respect to such nonbank financial company under subsection (a), 
(b), or (c). 
(h) JUDICIAL REVIEW.—If the Council makes a final determina-
tion under this section with respect to a nonbank financial company, 
such nonbank financial company may, not later than 30 days after 
the date of receipt of the notice of final determination under sub-
section (d)(2), (e)(3), or (f)(5), bring an action in the United States 
district court for the judicial district in which the home office 
of such nonbank financial company is located, or in the United 
States District Court for the District of Columbia, for an order 
requiring that the final determination be rescinded, and the court 
shall, upon review, dismiss such action or direct the final determina-
tion to be rescinded. Review of such an action shall be limited 
to whether the final determination made under this section was 
arbitrary and capricious. 
(i) INTERNATIONAL COORDINATION.—In exercising its duties 
under this title with respect to foreign nonbank financial companies, 
foreign-based bank holding companies, and cross-border activities 
and markets, the Council shall consult with appropriate foreign 
regulatory authorities, to the extent appropriate. 
Consultation. 
Deadline. 
Consultation. 
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124 STAT. 1403 
PUBLIC LAW 111–203—JULY 21, 2010 
SEC. 114. REGISTRATION OF NONBANK FINANCIAL COMPANIES SUPER-
VISED BY THE BOARD OF GOVERNORS. 
Not later than 180 days after the date of a final Council 
determination under section 113 that a nonbank financial company 
is to be supervised by the Board of Governors, such company 
shall register with the Board of Governors, on forms prescribed 
by the Board of Governors, which shall include such information 
as the Board of Governors, in consultation with the Council, may 
deem necessary or appropriate to carry out this title. 
SEC. 115. ENHANCED SUPERVISION AND PRUDENTIAL STANDARDS 
FOR NONBANK FINANCIAL COMPANIES SUPERVISED BY 
THE BOARD OF GOVERNORS AND CERTAIN BANK HOLDING 
COMPANIES. 
(a) IN GENERAL.— 
(1) PURPOSE.—In order to prevent or mitigate risks to 
the financial stability of the United States that could arise 
from the material financial distress, failure, or ongoing activi-
ties of large, interconnected financial institutions, the Council 
may make recommendations to the Board of Governors con-
cerning the establishment and refinement of prudential stand-
ards and reporting and disclosure requirements applicable to 
nonbank financial companies supervised by the Board of Gov-
ernors and large, interconnected bank holding companies, 
that— 
(A) are more stringent than those applicable to other 
nonbank financial companies and bank holding companies 
that do not present similar risks to the financial stability 
of the United States; and 
(B) increase in stringency, based on the considerations 
identified in subsection (b)(3). 
(2) RECOMMENDED APPLICATION OF REQUIRED STANDARDS.— 
In making recommendations under this section, the Council 
may— 
(A) differentiate among companies that are subject to 
heightened standards on an individual basis or by category, 
taking into consideration their capital structure, riskiness, 
complexity, financial activities (including the financial 
activities of their subsidiaries), size, and any other risk- 
related factors that the Council deems appropriate; or 
(B) recommend an asset threshold that is higher than 
$50,000,000,000 for the application of any standard 
described in subsections (c) through (g). 
(b) DEVELOPMENT OF PRUDENTIAL STANDARDS.— 
(1) IN
GENERAL.—The recommendations of the Council 
under subsection (a) may include— 
(A) risk-based capital requirements; 
(B) leverage limits; 
(C) liquidity requirements; 
(D) resolution plan and credit exposure report require-
ments; 
(E) concentration limits; 
(F) a contingent capital requirement; 
(G) enhanced public disclosures; 
(H) short-term debt limits; and 
(I) overall risk management requirements. 
12 USC 5325. 
Deadline. 
12 USC 5324. 
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124 STAT. 1404 
PUBLIC LAW 111–203—JULY 21, 2010 
(2) PRUDENTIAL STANDARDS FOR FOREIGN FINANCIAL COMPA-
NIES.—In making recommendations concerning the standards 
set forth in paragraph (1) that would apply to foreign nonbank 
financial companies supervised by the Board of Governors or 
foreign-based bank holding companies, the Council shall— 
(A) give due regard to the principle of national treat-
ment and equality of competitive opportunity; and 
(B) take into account the extent to which the foreign 
nonbank financial company or foreign-based bank holding 
company is subject on a consolidated basis to home country 
standards that are comparable to those applied to financial 
companies in the United States. 
(3) CONSIDERATIONS.—In making recommendations con-
cerning prudential standards under paragraph (1), the Council 
shall— 
(A) take into account differences among nonbank finan-
cial companies supervised by the Board of Governors and 
bank holding companies described in subsection (a), based 
on— 
(i) the factors described in subsections (a) and 
(b) of section 113; 
(ii) whether the company owns an insured deposi-
tory institution; 
(iii) nonfinancial activities and affiliations of the 
company; and 
(iv) any other factors that the Council determines 
appropriate; 
(B) to the extent possible, ensure that small changes 
in the factors listed in subsections (a) and (b) of section 
113 would not result in sharp, discontinuous changes in 
the prudential standards established under section 165; 
and 
(C) adapt its recommendations as appropriate in light 
of any predominant line of business of such company, 
including assets under management or other activities for 
which particular standards may not be appropriate. 
(c) CONTINGENT CAPITAL.— 
(1) STUDY REQUIRED.—The Council shall conduct a study 
of the feasibility, benefits, costs, and structure of a contingent 
capital requirement for nonbank financial companies supervised 
by the Board of Governors and bank holding companies 
described in subsection (a), which study shall include— 
(A) an evaluation of the degree to which such require-
ment would enhance the safety and soundness of companies 
subject to the requirement, promote the financial stability 
of the United States, and reduce risks to United States 
taxpayers; 
(B) an evaluation of the characteristics and amounts 
of contingent capital that should be required; 
(C) an analysis of potential prudential standards that 
should be used to determine whether the contingent capital 
of a company would be converted to equity in times of 
financial stress; 
(D) an evaluation of the costs to companies, the effects 
on the structure and operation of credit and other financial 
markets, and other economic effects of requiring contingent 
capital; 
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124 STAT. 1405 
PUBLIC LAW 111–203—JULY 21, 2010 
(E) an evaluation of the effects of such requirement 
on the international competitiveness of companies subject 
to the requirement and the prospects for international 
coordination in establishing such requirement; and 
(F) recommendations for implementing regulations. 
(2) REPORT.—The Council shall submit a report to Congress 
regarding the study required by paragraph (1) not later than 
2 years after the date of enactment of this Act. 
(3) RECOMMENDATIONS.— 
(A) IN GENERAL.—Subsequent to submitting a report 
to Congress under paragraph (2), the Council may make 
recommendations to the Board of Governors to require 
any nonbank financial company supervised by the Board 
of Governors and any bank holding company described 
in subsection (a) to maintain a minimum amount of contin-
gent capital that is convertible to equity in times of finan-
cial stress. 
(B) FACTORS TO CONSIDER.—In making recommenda-
tions under this subsection, the Council shall consider— 
(i) 
an 
appropriate 
transition 
period 
for 
implementation of a conversion under this subsection; 
(ii) the factors described in subsection (b)(3); 
(iii) capital requirements applicable to a nonbank 
financial company supervised by the Board of Gov-
ernors or a bank holding company described in sub-
section (a), and subsidiaries thereof; 
(iv) results of the study required by paragraph 
(1); and 
(v) any other factor that the Council deems appro-
priate. 
(d) RESOLUTION PLAN AND CREDIT EXPOSURE REPORTS.— 
(1) RESOLUTION
PLAN.—The Council may make rec-
ommendations to the Board of Governors concerning the 
requirement that each nonbank financial company supervised 
by the Board of Governors and each bank holding company 
described in subsection (a) report periodically to the Council, 
the Board of Governors, and the Corporation, the plan of such 
company for rapid and orderly resolution in the event of mate-
rial financial distress or failure. 
(2) CREDIT EXPOSURE REPORT.—The Council may make rec-
ommendations to the Board of Governors concerning the advis-
ability of requiring each nonbank financial company supervised 
by the Board of Governors and bank holding company described 
in subsection (a) to report periodically to the Council, the Board 
of Governors, and the Corporation on— 
(A) the nature and extent to which the company has 
credit exposure to other significant nonbank financial 
companies and significant bank holding companies; and 
(B) the nature and extent to which other such signifi-
cant nonbank financial companies and significant bank 
holding companies have credit exposure to that company. 
(e) CONCENTRATION LIMITS.—In order to limit the risks that 
the failure of any individual company could pose to nonbank finan-
cial companies supervised by the Board of Governors or bank 
holding companies described in subsection (a), the Council may 
make recommendations to the Board of Governors to prescribe 
standards to limit such risks, as set forth in section 165. 
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124 STAT. 1406 
PUBLIC LAW 111–203—JULY 21, 2010 
(f) ENHANCED PUBLIC DISCLOSURES.—The Council may make 
recommendations to the Board of Governors to require periodic 
public disclosures by bank holding companies described in sub-
section (a) and by nonbank financial companies supervised by the 
Board of Governors, in order to support market evaluation of the 
risk profile, capital adequacy, and risk management capabilities 
thereof. 
(g) SHORT-TERM DEBT LIMITS.—The Council may make rec-
ommendations to the Board of Governors to require short-term 
debt limits to mitigate the risks that an over-accumulation of such 
debt could pose to bank holding companies described in subsection 
(a), nonbank financial companies supervised by the Board of Gov-
ernors, or the financial system. 
SEC. 116. REPORTS. 
(a) IN GENERAL.—Subject to subsection (b), the Council, acting 
through the Office of Financial Research, may require a bank 
holding company with total consolidated assets of $50,000,000,000 
or greater or a nonbank financial company supervised by the Board 
of Governors, and any subsidiary thereof, to submit certified reports 
to keep the Council informed as to— 
(1) the financial condition of the company; 
(2) systems for monitoring and controlling financial, oper-
ating, and other risks; 
(3) transactions with any subsidiary that is a depository 
institution; and 
(4) the extent to which the activities and operations of 
the company and any subsidiary thereof, could, under adverse 
circumstances, have the potential to disrupt financial markets 
or affect the overall financial stability of the United States. 
(b) USE OF EXISTING REPORTS.— 
(1) IN GENERAL.—For purposes of compliance with sub-
section (a), the Council, acting through the Office of Financial 
Research, shall, to the fullest extent possible, use— 
(A) reports that a bank holding company, nonbank 
financial company supervised by the Board of Governors, 
or any functionally regulated subsidiary of such company 
has been required to provide to other Federal or State 
regulatory agencies or to a relevant foreign supervisory 
authority; 
(B) information that is otherwise required to be 
reported publicly; and 
(C) externally audited financial statements. 
(2) AVAILABILITY.—Each bank holding company described 
in subsection (a) and nonbank financial company supervised 
by the Board of Governors, and any subsidiary thereof, shall 
provide to the Council, at the request of the Council, copies 
of all reports referred to in paragraph (1). 
(3) CONFIDENTIALITY.—The Council shall maintain the con-
fidentiality of the reports obtained under subsection (a) and 
paragraph (1)(A) of this subsection. 
SEC. 117. TREATMENT OF CERTAIN COMPANIES THAT CEASE TO BE 
BANK HOLDING COMPANIES. 
(a) APPLICABILITY.—This section shall apply to— 
(1) any entity that— 
12 USC 5327. 
12 USC 5326. 
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124 STAT. 1407 
PUBLIC LAW 111–203—JULY 21, 2010 
(A) was a bank holding company having total consoli-
dated assets equal to or greater than $50,000,000,000 as 
of January 1, 2010; and 
(B) received financial assistance under or participated 
in the Capital Purchase Program established under the 
Troubled Asset Relief Program authorized by the Emer-
gency Economic Stabilization Act of 2008; and 
(2) any successor entity (as defined by the Board of Gov-
ernors, in consultation with the Council) to an entity described 
in paragraph (1). 
(b) TREATMENT.—If an entity described in subsection (a) ceases 
to be a bank holding company at any time after January 1, 2010, 
then such entity shall be treated as a nonbank financial company 
supervised by the Board of Governors, as if the Council had made 
a determination under section 113 with respect to that entity. 
(c) APPEAL.— 
(1) REQUEST
FOR
HEARING.—An entity may request, in 
writing, an opportunity for a written or oral hearing before 
the Council to appeal its treatment as a nonbank financial 
company supervised by the Board of Governors in accordance 
with this section. Upon receipt of the request, the Council 
shall fix a time (not later than 30 days after the date of 
receipt of the request) and place at which such entity may 
appear, personally or through counsel, to submit written mate-
rials (or, at the sole discretion of the Council, oral testimony 
and oral argument). 
(2) DECISION.— 
(A) PROPOSED DECISION.—A Council decision to grant 
an appeal under this subsection shall be made by a vote 
of not fewer than 2⁄3 of the voting members then serving, 
including an affirmative vote by the Chairperson. Not later 
than 60 days after the date of a hearing under paragraph 
(1), the Council shall submit a report to, and may testify 
before, the Committee on Banking, Housing, and Urban 
Affairs of the Senate and the Committee on Financial Serv-
ices of the House of Representatives on the proposed deci-
sion of the Council regarding an appeal under paragraph 
(1), which report shall include a statement of the basis 
for the proposed decision of the Council. 
(B) NOTICE
OF
FINAL
DECISION.—The Council shall 
notify the subject entity of the final decision of the Council 
regarding an appeal under paragraph (1), which notice 
shall contain a statement of the basis for the final decision 
of the Council, not later than 60 days after the later of— 
(i) the date of the submission of the report under 
subparagraph (A); or 
(ii) if, not later than 1 year after the date of 
submission of the report under subparagraph (A), the 
Committee on Banking, Housing, and Urban Affairs 
of the Senate or the Committee on Financial Services 
of the House of Representatives holds one or more 
hearings regarding such report, the date of the last 
such hearing. 
(C) CONSIDERATIONS.—In making a decision regarding 
an appeal under paragraph (1), the Council shall consider 
whether the company meets the standards under section 
113(a) or 113(b), as applicable, and the definition of the 
Reports. 
Deadlines. 
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124 STAT. 1408 
PUBLIC LAW 111–203—JULY 21, 2010 
term ‘‘nonbank financial company’’ under section 102. The 
decision of the Council shall be final, subject to the review 
under paragraph (3). 
(3) REVIEW.—If the Council denies an appeal under this 
subsection, the Council shall, not less frequently than annually, 
review and reevaluate the decision. 
SEC. 118. COUNCIL FUNDING. 
Any expenses of the Council shall be treated as expenses of, 
and paid by, the Office of Financial Research. 
SEC. 119. RESOLUTION OF SUPERVISORY JURISDICTIONAL DISPUTES 
AMONG MEMBER AGENCIES. 
(a) REQUEST
FOR COUNCIL RECOMMENDATION.—The Council 
shall seek to resolve a dispute among 2 or more member agencies, 
if— 
(1) a member agency has a dispute with another member 
agency about the respective jurisdiction over a particular bank 
holding company, nonbank financial company, or financial 
activity or product (excluding matters for which another dispute 
mechanism specifically has been provided under title X); 
(2) the Council determines that the disputing agencies 
cannot, after a demonstrated good faith effort, resolve the dis-
pute without the intervention of the Council; and 
(3) any of the member agencies involved in the dispute— 
(A) provides all other disputants prior notice of the 
intent to request dispute resolution by the Council; and 
(B) requests in writing, not earlier than 14 days after 
providing the notice described in subparagraph (A), that 
the Council seek to resolve the dispute. 
(b) COUNCIL RECOMMENDATION.—The Council shall seek to 
resolve each dispute described in subsection (a)— 
(1) within a reasonable time after receiving the dispute 
resolution request; 
(2) after consideration of relevant information provided by 
each agency party to the dispute; and 
(3) by agreeing with 1 of the disputants regarding the 
entirety of the matter, or by determining a compromise position. 
(c) FORM OF RECOMMENDATION.—Any Council recommendation 
under this section shall— 
(1) be in writing; 
(2) include an explanation of the reasons therefor; and 
(3) be approved by the affirmative vote of 2⁄3 of the voting 
members of the Council then serving. 
(d) NONBINDING EFFECT.—Any recommendation made by the 
Council under subsection (c) shall not be binding on the Federal 
agencies that are parties to the dispute. 
SEC. 120. ADDITIONAL STANDARDS APPLICABLE TO ACTIVITIES OR 
PRACTICES FOR FINANCIAL STABILITY PURPOSES. 
(a) IN GENERAL.—The Council may provide for more stringent 
regulation of a financial activity by issuing recommendations to 
the primary financial regulatory agencies to apply new or height-
ened standards and safeguards, including standards enumerated 
in section 115, for a financial activity or practice conducted by 
bank holding companies or nonbank financial companies under 
their respective jurisdictions, if the Council determines that the 
12 USC 5330. 
Deadline. 
Notice. 
12 USC 5329. 
12 USC 5328. 
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124 STAT. 1409 
PUBLIC LAW 111–203—JULY 21, 2010 
conduct, scope, nature, size, scale, concentration, or interconnected-
ness of such activity or practice could create or increase the risk 
of significant liquidity, credit, or other problems spreading among 
bank holding companies and nonbank financial companies, financial 
markets of the United States, or low-income, minority, or under-
served communities. 
(b) PROCEDURE FOR RECOMMENDATIONS TO REGULATORS.— 
(1) NOTICE AND OPPORTUNITY FOR COMMENT.—The Council 
shall consult with the primary financial regulatory agencies 
and provide notice to the public and opportunity for comment 
for any proposed recommendation that the primary financial 
regulatory agencies apply new or heightened standards and 
safeguards for a financial activity or practice. 
(2) CRITERIA.—The new or heightened standards and safe-
guards for a financial activity or practice recommended under 
paragraph (1)— 
(A) shall take costs to long-term economic growth into 
account; and 
(B) may include prescribing the conduct of the activity 
or practice in specific ways (such as by limiting its scope, 
or applying particular capital or risk management require-
ments to the conduct of the activity) or prohibiting the 
activity or practice. 
(c) IMPLEMENTATION OF RECOMMENDED STANDARDS.— 
(1) ROLE OF PRIMARY FINANCIAL REGULATORY AGENCY.— 
(A) IN GENERAL.—Each primary financial regulatory 
agency may impose, require reports regarding, examine 
for compliance with, and enforce standards in accordance 
with this section with respect to those entities for which 
it is the primary financial regulatory agency. 
(B) RULE OF CONSTRUCTION.—The authority under this 
paragraph is in addition to, and does not limit, any other 
authority of a primary financial regulatory agency. Compli-
ance by an entity with actions taken by a primary financial 
regulatory agency under this section shall be enforceable 
in accordance with the statutes governing the respective 
jurisdiction of the primary financial regulatory agency over 
the entity, as if the agency action were taken under those 
statutes. 
(2) IMPOSITION OF STANDARDS.—The primary financial regu-
latory agency shall impose the standards recommended by the 
Council in accordance with subsection (a), or similar standards 
that the Council deems acceptable, or shall explain in writing 
to the Council, not later than 90 days after the date on which 
the Council issues the recommendation, why the agency has 
determined not to follow the recommendation of the Council. 
(d) REPORT TO CONGRESS.—The Council shall report to Congress 
on— 
(1) any recommendations issued by the Council under this 
section; 
(2) the implementation of, or failure to implement, such 
recommendation on the part of a primary financial regulatory 
agency; and 
(3) in any case in which no primary financial regulatory 
agency exists for the nonbank financial company conducting 
financial activities or practices referred to in subsection (a), 
Deadline. 
Consultation. 
Public comments. 
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124 STAT. 1410 
PUBLIC LAW 111–203—JULY 21, 2010 
recommendations for legislation that would prevent such activi-
ties or practices from threatening the stability of the financial 
system of the United States. 
(e) EFFECT OF RESCISSION OF IDENTIFICATION.— 
(1) NOTICE.—The Council may recommend to the relevant 
primary financial regulatory agency that a financial activity 
or practice no longer requires any standards or safeguards 
implemented under this section. 
(2) DETERMINATION
OF
PRIMARY
FINANCIAL
REGULATORY 
AGENCY TO CONTINUE.— 
(A) IN GENERAL.—Upon receipt of a recommendation 
under paragraph (1), a primary financial regulatory agency 
that has imposed standards under this section shall deter-
mine whether such standards should remain in effect. 
(B) APPEAL
PROCESS.—Each primary financial regu-
latory agency that has imposed standards under this sec-
tion shall promulgate regulations to establish a procedure 
under which entities under its jurisdiction may appeal 
a determination by such agency under this paragraph that 
standards imposed under this section should remain in 
effect. 
SEC. 121. MITIGATION OF RISKS TO FINANCIAL STABILITY. 
(a) MITIGATORY ACTIONS.—If the Board of Governors deter-
mines that a bank holding company with total consolidated assets 
of $50,000,000,000 or more, or a nonbank financial company super-
vised by the Board of Governors, poses a grave threat to the 
financial stability of the United States, the Board of Governors, 
upon an affirmative vote of not fewer than 2⁄3 of the voting members 
of the Council then serving, shall— 
(1) limit the ability of the company to merge with, acquire, 
consolidate with, or otherwise become affiliated with another 
company; 
(2) restrict the ability of the company to offer a financial 
product or products; 
(3) require the company to terminate one or more activities; 
(4) impose conditions on the manner in which the company 
conducts 1 or more activities; or 
(5) if the Board of Governors determines that the actions 
described in paragraphs (1) through (4) are inadequate to miti-
gate a threat to the financial stability of the United States 
in its recommendation, require the company to sell or otherwise 
transfer assets or off-balance-sheet items to unaffiliated enti-
ties. 
(b) NOTICE AND HEARING.— 
(1) IN GENERAL.—The Board of Governors, in consultation 
with the Council, shall provide to a company described in 
subsection (a) written notice that such company is being consid-
ered for mitigatory action pursuant to this section, including 
an explanation of the basis for, and description of, the proposed 
mitigatory action. 
(2) HEARING.—Not later than 30 days after the date of 
receipt of notice under paragraph (1), the company may request, 
in writing, an opportunity for a written or oral hearing before 
the Board of Governors to contest the proposed mitigatory 
action. Upon receipt of a timely request, the Board of Governors 
shall fix a time (not later than 30 days after the date of 
Deadlines. 
12 USC 5331. 
Regulations. 
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124 STAT. 1411 
PUBLIC LAW 111–203—JULY 21, 2010 
receipt of the request) and place at which such company may 
appear, personally or through counsel, to submit written mate-
rials (or, at the discretion of the Board of Governors, in con-
sultation with the Council, oral testimony and oral argument). 
(3) DECISION.—Not later than 60 days after the date of 
a hearing under paragraph (2), or not later than 60 days 
after the provision of a notice under paragraph (1) if no hearing 
was held, the Board of Governors shall notify the company 
of the final decision of the Board of Governors, including the 
results of the vote of the Council, as described in subsection 
(a). 
(c) FACTORS FOR CONSIDERATION.—The Board of Governors and 
the Council shall take into consideration the factors set forth in 
subsection (a) or (b) of section 113, as applicable, in making any 
determination under subsection (a). 
(d) APPLICATION
TO
FOREIGN
FINANCIAL
COMPANIES.—The 
Board of Governors may prescribe regulations regarding the applica-
tion of this section to foreign nonbank financial companies super-
vised by the Board of Governors and foreign-based bank holding 
companies— 
(1) giving due regard to the principle of national treatment 
and equality of competitive opportunity; and 
(2) taking into account the extent to which the foreign 
nonbank financial company or foreign-based bank holding com-
pany is subject on a consolidated basis to home country stand-
ards that are comparable to those applied to financial compa-
nies in the United States. 
SEC. 122. GAO AUDIT OF COUNCIL. 
(a) AUTHORITY TO AUDIT.—The Comptroller General of the 
United States may audit the activities of— 
(1) the Council; and 
(2) any person or entity acting on behalf of or under the 
authority of the Council, to the extent that such activities 
relate to work for the Council by such person or entity. 
(b) ACCESS TO INFORMATION.— 
(1) IN GENERAL.—Notwithstanding any other provision of 
law, the Comptroller General shall, upon request and at such 
reasonable time and in such reasonable form as the Comptroller 
General may request, have access to— 
(A) any records or other information under the control 
of or used by the Council; 
(B) any records or other information under the control 
of a person or entity acting on behalf of or under the 
authority of the Council, to the extent that such records 
or other information is relevant to an audit under sub-
section (a); and 
(C) the officers, directors, employees, financial advisors, 
staff, working groups, and agents and representatives of 
the Council (as related to the activities on behalf of the 
Council of such agent or representative), at such reasonable 
times as the Comptroller General may request. 
(2) COPIES.—The Comptroller General may make and 
retain copies of such books, accounts, and other records, access 
to which is granted under this section, as the Comptroller 
General considers appropriate. 
Records. 
12 USC 5332. 
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124 STAT. 1412 
PUBLIC LAW 111–203—JULY 21, 2010 
SEC. 123. STUDY OF THE EFFECTS OF SIZE AND COMPLEXITY OF FINAN-
CIAL INSTITUTIONS ON CAPITAL MARKET EFFICIENCY 
AND ECONOMIC GROWTH. 
(a) STUDY REQUIRED.— 
(1) IN
GENERAL.—The Chairperson of the Council shall 
carry out a study of the economic impact of possible financial 
services regulatory limitations intended to reduce systemic risk. 
Such study shall estimate the benefits and costs on the effi-
ciency of capital markets, on the financial sector, and on 
national economic growth, of— 
(A) explicit or implicit limits on the maximum size 
of banks, bank holding companies, and other large financial 
institutions; 
(B) limits on the organizational complexity and diver-
sification of large financial institutions; 
(C) requirements for operational separation between 
business units of large financial institutions in order to 
expedite resolution in case of failure; 
(D) limits on risk transfer between business units of 
large financial institutions; 
(E) requirements to carry contingent capital or similar 
mechanisms; 
(F) limits on commingling of commercial and financial 
activities by large financial institutions; 
(G) segregation requirements between traditional 
financial activities and trading or other high-risk oper-
ations in large financial institutions; and 
(H) other limitations on the activities or structure of 
large financial institutions that may be useful to limit 
systemic risk. 
(2) RECOMMENDATIONS.—The study required by this section 
shall include recommendations for the optimal structure of 
any limits considered in subparagraphs (A) through (E), in 
order to maximize their effectiveness and minimize their eco-
nomic impact. 
(b) REPORT.—Not later than the end of the 180-day period 
beginning on the date of enactment of this title, and not later 
than every 5 years thereafter, the Chairperson shall issue a report 
to the Congress containing any findings and determinations made 
in carrying out the study required under subsection (a). 
Subtitle B—Office of Financial Research 
SEC. 151. DEFINITIONS. 
For purposes of this subtitle— 
(1) the terms ‘‘Office’’ and ‘‘Director’’ mean the Office of 
Financial Research established under this subtitle and the 
Director thereof, respectively; 
(2) the term ‘‘financial company’’ has the same meaning 
as in title II, and includes an insured depository institution 
and an insurance company; 
(3) the term ‘‘Data Center’’ means the data center estab-
lished under section 154; 
(4) the term ‘‘Research and Analysis Center’’ means the 
research and analysis center established under section 154; 
12 USC 5341. 
Cost estimate. 
12 USC 5333. 
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124 STAT. 1413 
PUBLIC LAW 111–203—JULY 21, 2010 
(5) the term ‘‘financial transaction data’’ means the struc-
ture and legal description of a financial contract, with sufficient 
detail to describe the rights and obligations between counter-
parties and make possible an independent valuation; 
(6) the term ‘‘position data’’— 
(A) means data on financial assets or liabilities held 
on the balance sheet of a financial company, where posi-
tions are created or changed by the execution of a financial 
transaction; and 
(B) includes information that identifies counterparties, 
the valuation by the financial company of the position, 
and information that makes possible an independent valu-
ation of the position; 
(7) the term ‘‘financial contract’’ means a legally binding 
agreement between 2 or more counterparties, describing rights 
and obligations relating to the future delivery of items of 
intrinsic or extrinsic value among the counterparties; and 
(8) the term ‘‘financial instrument’’ means a financial con-
tract in which the terms and conditions are publicly available, 
and the roles of one or more of the counterparties are assignable 
without the consent of any of the other counterparties (including 
common stock of a publicly traded company, government bonds, 
or exchange traded futures and options contracts). 
SEC. 152. OFFICE OF FINANCIAL RESEARCH ESTABLISHED. 
(a) ESTABLISHMENT.—There is established within the Depart-
ment of the Treasury the Office of Financial Research. 
(b) DIRECTOR.— 
(1) IN GENERAL.—The Office shall be headed by a Director, 
who shall be appointed by the President, by and with the 
advice and consent of the Senate. 
(2) TERM OF SERVICE.—The Director shall serve for a term 
of 6 years, except that, in the event that a successor is not 
nominated and confirmed by the end of the term of service 
of a Director, the Director may continue to serve until such 
time as the next Director is appointed and confirmed. 
(3) EXECUTIVE LEVEL.—The Director shall be compensated 
at Level III of the Executive Schedule. 
(4) PROHIBITION ON DUAL SERVICE.—The individual serving 
in the position of Director may not, during such service, also 
serve as the head of any financial regulatory agency. 
(5) 
RESPONSIBILITIES, 
DUTIES, 
AND
AUTHORITY.—The 
Director shall have sole discretion in the manner in which 
the Director fulfills the responsibilities and duties and exercises 
the authorities described in this subtitle. 
(c) BUDGET.—The Director, in consultation with the Chair-
person, shall establish the annual budget of the Office. 
(d) OFFICE PERSONNEL.— 
(1) IN GENERAL.—The Director, in consultation with the 
Chairperson, may fix the number of, and appoint and direct, 
all employees of the Office. 
(2) COMPENSATION.—The Director, in consultation with the 
Chairperson, shall fix, adjust, and administer the pay for all 
employees of the Office, without regard to chapter 51 or sub-
chapter III of chapter 53 of title 5, United States Code, relating 
to classification of positions and General Schedule pay rates. 
President. 
Appointment. 
12 USC 5342. 
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124 STAT. 1414 
PUBLIC LAW 111–203—JULY 21, 2010 
(3) COMPARABILITY.—Section 1206(a) of the Financial 
Institutions Reform, Recovery, and Enforcement Act of 1989 
(12 U.S.C. 1833b(a)) is amended— 
(A) by striking ‘‘Finance Board,’’ and inserting ‘‘Finance 
Board, the Office of Financial Research, and the Bureau 
of Consumer Financial Protection’’; and 
(B) by striking ‘‘and the Office of Thrift Supervision,’’. 
(4) SENIOR EXECUTIVES.—Section 3132(a)(1)(D) of title 5, 
United States Code, is amended by striking ‘‘and the National 
Credit Union Administration;’’ and inserting ‘‘the National 
Credit Union Administration, the Bureau of Consumer Finan-
cial Protection, and the Office of Financial Research;’’. 
(e) ASSISTANCE FROM FEDERAL AGENCIES.—Any department 
or agency of the United States may provide to the Office and 
any 
special 
advisory, 
technical, 
or 
professional 
committees 
appointed by the Office, such services, funds, facilities, staff, and 
other support services as the Office may determine advisable. Any 
Federal Government employee may be detailed to the Office without 
reimbursement, and such detail shall be without interruption or 
loss of civil service status or privilege. 
(f) PROCUREMENT
OF TEMPORARY
AND INTERMITTENT SERV-
ICES.—The Director may procure temporary and intermittent serv-
ices under section 3109(b) of title 5, United States Code, at rates 
for individuals which do not exceed the daily equivalent of the 
annual rate of basic pay prescribed for Level V of the Executive 
Schedule under section 5316 of such title. 
(g) POST-EMPLOYMENT PROHIBITIONS.—The Secretary, with the 
concurrence of the Director of the Office of Government Ethics, 
shall issue regulations prohibiting the Director and any employee 
of the Office who has had access to the transaction or position 
data maintained by the Data Center or other business confidential 
information about financial entities required to report to the Office 
from being employed by or providing advice or consulting services 
to a financial company, for a period of 1 year after last having 
had access in the course of official duties to such transaction or 
position data or business confidential information, regardless of 
whether that entity is required to report to the Office. For employees 
whose access to business confidential information was limited, the 
regulations may provide, on a case-by-case basis, for a shorter 
period of post-employment prohibition, provided that the shorter 
period does not compromise business confidential information. 
(h) TECHNICAL AND PROFESSIONAL ADVISORY COMMITTEES.— 
The Office, in consultation with the Chairperson, may appoint such 
special advisory, technical, or professional committees as may be 
useful in carrying out the functions of the Office, and the members 
of such committees may be staff of the Office, or other persons, 
or both. 
(i) FELLOWSHIP PROGRAM.—The Office, in consultation with 
the Chairperson, may establish and maintain an academic and 
professional fellowship program, under which qualified academics 
and professionals shall be invited to spend not longer than 2 years 
at the Office, to perform research and to provide advanced training 
for Office personnel. 
(j) EXECUTIVE SCHEDULE COMPENSATION.—Section 5314 of title 
5, United States Code, is amended by adding at the end the fol-
lowing new item: 
‘‘Director of the Office of Financial Research.’’. 
Regulations. 
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124 STAT. 1415 
PUBLIC LAW 111–203—JULY 21, 2010 
SEC. 153. PURPOSE AND DUTIES OF THE OFFICE. 
(a) PURPOSE
AND DUTIES.—The purpose of the Office is to 
support the Council in fulfilling the purposes and duties of the 
Council, as set forth in subtitle A, and to support member agencies, 
by— 
(1) collecting data on behalf of the Council, and providing 
such data to the Council and member agencies; 
(2) standardizing the types and formats of data reported 
and collected; 
(3) performing applied research and essential long-term 
research; 
(4) developing tools for risk measurement and monitoring; 
(5) performing other related services; 
(6) making the results of the activities of the Office avail-
able to financial regulatory agencies; and 
(7) assisting such member agencies in determining the 
types and formats of data authorized by this Act to be collected 
by such member agencies. 
(b) ADMINISTRATIVE AUTHORITY.—The Office may— 
(1) share data and information, including software devel-
oped by the Office, with the Council, member agencies, and 
the Bureau of Economic Analysis, which shared data, informa-
tion, and software— 
(A) shall be maintained with at least the same level 
of security as is used by the Office; and 
(B) may not be shared with any individual or entity 
without the permission of the Council; 
(2) sponsor and conduct research projects; and 
(3) assist, on a reimbursable basis, with financial analyses 
undertaken at the request of other Federal agencies that are 
not member agencies. 
(c) RULEMAKING AUTHORITY.— 
(1) SCOPE.—The Office, in consultation with the Chair-
person, shall issue rules, regulations, and orders only to the 
extent necessary to carry out the purposes and duties described 
in paragraphs (1), (2), and (7) of subsection (a). 
(2) STANDARDIZATION.—Member agencies, in consultation 
with the Office, shall implement regulations promulgated by 
the Office under paragraph (1) to standardize the types and 
formats of data reported and collected on behalf of the Council, 
as described in subsection (a)(2). If a member agency fails 
to implement such regulations prior to the expiration of the 
3-year period following the date of publication of final regula-
tions, the Office, in consultation with the Chairperson, may 
implement such regulations with respect to the financial enti-
ties under the jurisdiction of the member agency. This para-
graph shall not supersede or interfere with the independent 
authority of a member agency under other law to collect data, 
in such format and manner as the member agency requires. 
(d) TESTIMONY.— 
(1) IN GENERAL.—The Director of the Office shall report 
to and testify before the Committee on Banking, Housing, and 
Urban Affairs of the Senate and the Committee on Financial 
Services of the House of Representatives annually on the activi-
ties of the Office, including the work of the Data Center and 
the Research and Analysis Center, and the assessment of the 
Reports. 
Time period. 
12 USC 5343. 
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124 STAT. 1416 
PUBLIC LAW 111–203—JULY 21, 2010 
Office of significant financial market developments and poten-
tial emerging threats to the financial stability of the United 
States. 
(2) NO PRIOR REVIEW.—No officer or agency of the United 
States shall have any authority to require the Director to 
submit the testimony required under paragraph (1) or other 
congressional testimony to any officer or agency of the United 
States for approval, comment, or review prior to the submission 
of such testimony. Any such testimony to Congress shall include 
a statement that the views expressed therein are those of 
the Director and do not necessarily represent the views of 
the President. 
(e) ADDITIONAL REPORTS.—The Director may provide additional 
reports to Congress concerning the financial stability of the United 
States. The Director shall notify the Council of any such additional 
reports provided to Congress. 
(f) SUBPOENA.— 
(1) IN GENERAL.—The Director may require from a financial 
company, by subpoena, the production of the data requested 
under subsection (a)(1) and section 154(b)(1), but only upon 
a written finding by the Director that— 
(A) such data is required to carry out the functions 
described under this subtitle; and 
(B) the Office has coordinated with the relevant pri-
mary financial regulatory agency, as required under section 
154(b)(1)(B)(ii). 
(2) FORMAT.—Subpoenas under paragraph (1) shall bear 
the signature of the Director, and shall be served by any 
person or class of persons designated by the Director for that 
purpose. 
(3) ENFORCEMENT.—In the case of contumacy or failure 
to obey a subpoena, the subpoena shall be enforceable by order 
of any appropriate district court of the United States. Any 
failure to obey the order of the court may be punished by 
the court as a contempt of court. 
SEC. 154. ORGANIZATIONAL STRUCTURE; RESPONSIBILITIES OF PRI-
MARY PROGRAMMATIC UNITS. 
(a) IN GENERAL.—There are established within the Office, to 
carry out the programmatic responsibilities of the Office— 
(1) the Data Center; and 
(2) the Research and Analysis Center. 
(b) DATA CENTER.— 
(1) GENERAL DUTIES.— 
(A) DATA COLLECTION.—The Data Center, on behalf 
of the Council, shall collect, validate, and maintain all 
data necessary to carry out the duties of the Data Center, 
as described in this subtitle. The data assembled shall 
be obtained from member agencies, commercial data pro-
viders, publicly available data sources, and financial enti-
ties under subparagraph (B). 
(B) AUTHORITY.— 
(i) IN GENERAL.—The Office may, as determined 
by the Council or by the Director in consultation with 
the Council, require the submission of periodic and 
other reports from any financial company for the pur-
pose of assessing the extent to which a financial 
12 USC 5344. 
Notification. 
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124 STAT. 1417 
PUBLIC LAW 111–203—JULY 21, 2010 
activity or financial market in which the financial com-
pany participates, or the financial company itself, poses 
a threat to the financial stability of the United States. 
(ii) 
MITIGATION
OF
REPORT
BURDEN.—Before 
requiring the submission of a report from any financial 
company that is regulated by a member agency, any 
primary financial regulatory agency, a foreign super-
visory authority, or the Office shall coordinate with 
such agencies or authority, and shall, whenever pos-
sible, rely on information available from such agencies 
or authority. 
(iii) COLLECTION OF FINANCIAL TRANSACTION AND 
POSITION DATA.—The Office shall collect, on a schedule 
determined by the Director, in consultation with the 
Council, financial transaction data and position data 
from financial companies. 
(C) RULEMAKING.—The Office shall promulgate regula-
tions pursuant to subsections (a)(1), (a)(2), (a)(7), and (c)(1) 
of section 153 regarding the type and scope of the data 
to be collected by the Data Center under this paragraph. 
(2) RESPONSIBILITIES.— 
(A) PUBLICATION.—The Data Center shall prepare and 
publish, in a manner that is easily accessible to the public— 
(i) a financial company reference database; 
(ii) a financial instrument reference database; and 
(iii) formats and standards for Office data, 
including standards for reporting financial transaction 
and position data to the Office. 
(B) CONFIDENTIALITY.—The Data Center shall not pub-
lish any confidential data under subparagraph (A). 
(3) INFORMATION SECURITY.—The Director shall ensure that 
data collected and maintained by the Data Center are kept 
secure and protected against unauthorized disclosure. 
(4) CATALOG OF FINANCIAL ENTITIES AND INSTRUMENTS.— 
The Data Center shall maintain a catalog of the financial 
entities and instruments reported to the Office. 
(5) AVAILABILITY TO THE COUNCIL AND MEMBER AGENCIES.— 
The Data Center shall make data collected and maintained 
by the Data Center available to the Council and member agen-
cies, as necessary to support their regulatory responsibilities. 
(6) OTHER AUTHORITY.—The Office shall, after consultation 
with the member agencies, provide certain data to financial 
industry participants and to the general public to increase 
market transparency and facilitate research on the financial 
system, to the extent that intellectual property rights are not 
violated, business confidential information is properly protected, 
and the sharing of such information poses no significant threats 
to the financial system of the United States. 
(c) RESEARCH AND ANALYSIS CENTER.— 
(1) GENERAL DUTIES.—The Research and Analysis Center, 
on behalf of the Council, shall develop and maintain inde-
pendent analytical capabilities and computing resources— 
(A) to develop and maintain metrics and reporting 
systems for risks to the financial stability of the United 
States; 
Public 
information. 
Public 
information. 
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124 STAT. 1418 
PUBLIC LAW 111–203—JULY 21, 2010 
(B) to monitor, investigate, and report on changes in 
systemwide risk levels and patterns to the Council and 
Congress; 
(C) to conduct, coordinate, and sponsor research to 
support and improve regulation of financial entities and 
markets; 
(D) to evaluate and report on stress tests or other 
stability-related evaluations of financial entities overseen 
by the member agencies; 
(E) to maintain expertise in such areas as may be 
necessary to support specific requests for advice and assist-
ance from financial regulators; 
(F) to investigate disruptions and failures in the finan-
cial markets, report findings, and make recommendations 
to the Council based on those findings; 
(G) to conduct studies and provide advice on the impact 
of policies related to systemic risk; and 
(H) to promote best practices for financial risk manage-
ment. 
(d) REPORTING RESPONSIBILITIES.— 
(1) REQUIRED REPORTS.—Not later than 2 years after the 
date of enactment of this Act, and not later than 120 days 
after the end of each fiscal year thereafter, the Office shall 
prepare and submit a report to Congress. 
(2) CONTENT.—Each report required by this subsection 
shall assess the state of the United States financial system, 
including— 
(A) an analysis of any threats to the financial stability 
of the United States; 
(B) the status of the efforts of the Office in meeting 
the mission of the Office; and 
(C) key findings from the research and analysis of 
the financial system by the Office. 
SEC. 155. FUNDING. 
(a) FINANCIAL RESEARCH FUND.— 
(1) FUND
ESTABLISHED.—There is established in the 
Treasury of the United States a separate fund to be known 
as the ‘‘Financial Research Fund’’. 
(2) FUND RECEIPTS.—All amounts provided to the Office 
under subsection (c), and all assessments that the Office 
receives under subsection (d) shall be deposited into the Finan-
cial Research Fund. 
(3) INVESTMENTS AUTHORIZED.— 
(A) AMOUNTS IN FUND MAY BE INVESTED.—The Director 
may request the Secretary to invest the portion of the 
Financial Research Fund that is not, in the judgment of 
the Director, required to meet the needs of the Office. 
(B) ELIGIBLE
INVESTMENTS.—Investments shall be 
made by the Secretary in obligations of the United States 
or obligations that are guaranteed as to principal and 
interest by the United States, with maturities suitable 
to the needs of the Financial Research Fund, as determined 
by the Director. 
(4) INTEREST AND PROCEEDS CREDITED.—The interest on, 
and the proceeds from the sale or redemption of, any obligations 
12 USC 5345. 
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124 STAT. 1419 
PUBLIC LAW 111–203—JULY 21, 2010 
held in the Financial Research Fund shall be credited to and 
form a part of the Financial Research Fund. 
(b) USE OF FUNDS.— 
(1) IN
GENERAL.—Funds obtained by, transferred to, or 
credited to the Financial Research Fund shall be immediately 
available to the Office, and shall remain available until 
expended, to pay the expenses of the Office in carrying out 
the duties and responsibilities of the Office. 
(2) FEES, ASSESSMENTS, AND OTHER FUNDS NOT GOVERN-
MENT FUNDS.—Funds obtained by, transferred to, or credited 
to the Financial Research Fund shall not be construed to be 
Government funds or appropriated moneys. 
(3) AMOUNTS NOT SUBJECT TO APPORTIONMENT.—Notwith-
standing any other provision of law, amounts in the Financial 
Research Fund shall not be subject to apportionment for pur-
poses of chapter 15 of title 31, United States Code, or under 
any other authority, or for any other purpose. 
(c) INTERIM FUNDING.—During the 2-year period following the 
date of enactment of this Act, the Board of Governors shall provide 
to the Office an amount sufficient to cover the expenses of the 
Office. 
(d) PERMANENT SELF-FUNDING.—Beginning 2 years after the 
date of enactment of this Act, the Secretary shall establish, by 
regulation, and with the approval of the Council, an assessment 
schedule, including the assessment base and rates, applicable to 
bank holding companies with total consolidated assets of 
50,000,000,000 or greater and nonbank financial companies super-
vised by the Board of Governors, that takes into account differences 
among such companies, based on the considerations for establishing 
the prudential standards under section 115, to collect assessments 
equal to the total expenses of the Office. 
SEC. 156. TRANSITION OVERSIGHT. 
(a) PURPOSE.—The purpose of this section is to ensure that 
the Office— 
(1) has an orderly and organized startup; 
(2) attracts and retains a qualified workforce; and 
(3) establishes comprehensive employee training and bene-
fits programs. 
(b) REPORTING REQUIREMENT.— 
(1) IN GENERAL.—The Office shall submit an annual report 
to the Committee on Banking, Housing, and Urban Affairs 
of the Senate and the Committee on Financial Services of 
the House of Representatives that includes the plans described 
in paragraph (2). 
(2) PLANS.—The plans described in this paragraph are as 
follows: 
(A) TRAINING AND WORKFORCE DEVELOPMENT PLAN.— 
The Office shall submit a training and workforce develop-
ment plan that includes, to the extent practicable— 
(i) identification of skill and technical expertise 
needs and actions taken to meet those requirements; 
(ii) steps taken to foster innovation and creativity; 
(iii) leadership development and succession plan-
ning; and 
(iv) effective use of technology by employees. 
12 USC 5346. 
Effective date. 
Regulations. 
Assessments. 
Time period. 
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124 STAT. 1420 
PUBLIC LAW 111–203—JULY 21, 2010 
(B) WORKPLACE FLEXIBILITY PLAN.—The Office shall 
submit a workforce flexibility plan that includes, to the 
extent practicable— 
(i) telework; 
(ii) flexible work schedules; 
(iii) phased retirement; 
(iv) reemployed annuitants; 
(v) part-time work; 
(vi) job sharing; 
(vii) parental leave benefits and childcare assist-
ance; 
(viii) domestic partner benefits; 
(ix) other workplace flexibilities; or 
(x) any combination of the items described in 
clauses (i) through (ix). 
(C) RECRUITMENT AND RETENTION PLAN.—The Office 
shall submit a recruitment and retention plan that 
includes, to the extent practicable, provisions relating to— 
(i) the steps necessary to target highly qualified 
applicant pools with diverse backgrounds; 
(ii) streamlined employment application processes; 
(iii) the provision of timely notification of the 
status of employment applications to applicants; and 
(iv) the collection of information to measure indica-
tors of hiring effectiveness. 
(c) EXPIRATION.—The reporting requirement under subsection 
(b) shall terminate 5 years after the date of enactment of this 
Act. 
(d) RULE OF CONSTRUCTION.—Nothing in this section may be 
construed to affect— 
(1) a collective bargaining agreement, as that term is 
defined in section 7103(a)(8) of title 5, United States Code, 
that is in effect on the date of enactment of this Act; or 
(2) the rights of employees under chapter 71 of title 5, 
United States Code. 
Subtitle C—Additional Board of Governors 
Authority for Certain Nonbank Financial 
Companies and Bank Holding Companies 
SEC. 161. REPORTS BY AND EXAMINATIONS OF NONBANK FINANCIAL 
COMPANIES BY THE BOARD OF GOVERNORS. 
(a) REPORTS.— 
(1) IN
GENERAL.—The Board of Governors may require 
each nonbank financial company supervised by the Board of 
Governors, and any subsidiary thereof, to submit reports under 
oath, to keep the Board of Governors informed as to— 
(A) the financial condition of the company or sub-
sidiary, systems of the company or subsidiary for moni-
toring and controlling financial, operating, and other risks, 
and the extent to which the activities and operations of 
the company or subsidiary pose a threat to the financial 
stability of the United States; and 
(B) compliance by the company or subsidiary with the 
requirements of this title. 
12 USC 5361. 
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124 STAT. 1421 
PUBLIC LAW 111–203—JULY 21, 2010 
(2) USE OF EXISTING REPORTS AND INFORMATION.—In car-
rying out subsection (a), the Board of Governors shall, to the 
fullest extent possible, use— 
(A) reports and supervisory information that a nonbank 
financial company or subsidiary thereof has been required 
to provide to other Federal or State regulatory agencies; 
(B) information otherwise obtainable from Federal or 
State regulatory agencies; 
(C) information that is otherwise required to be 
reported publicly; and 
(D) externally audited financial statements of such 
company or subsidiary. 
(3) AVAILABILITY.—Upon the request of the Board of Gov-
ernors, a nonbank financial company supervised by the Board 
of Governors, or a subsidiary thereof, shall promptly provide 
to the Board of Governors any information described in para-
graph (2). 
(b) EXAMINATIONS.— 
(1) IN GENERAL.—Subject to paragraph (2), the Board of 
Governors may examine any nonbank financial company super-
vised by the Board of Governors and any subsidiary of such 
company, to inform the Board of Governors of— 
(A) the nature of the operations and financial condition 
of the company and such subsidiary; 
(B) the financial, operational, and other risks of the 
company or such subsidiary that may pose a threat to 
the safety and soundness of such company or subsidiary 
or to the financial stability of the United States; 
(C) the systems for monitoring and controlling such 
risks; and 
(D) compliance by the company or such subsidiary 
with the requirements of this title. 
(2) USE OF EXAMINATION REPORTS AND INFORMATION.—For 
purposes of this subsection, the Board of Governors shall, to 
the fullest extent possible, rely on reports of examination of 
any subsidiary depository institution or functionally regulated 
subsidiary made by the primary financial regulatory agency 
for that subsidiary, and on information described in subsection 
(a)(2). 
(c) COORDINATION
WITH
PRIMARY
FINANCIAL
REGULATORY 
AGENCY.—The Board of Governors shall— 
(1) provide reasonable notice to, and consult with, the 
primary financial regulatory agency for any subsidiary before 
requiring a report or commencing an examination of such sub-
sidiary under this section; and 
(2) avoid duplication of examination activities, reporting 
requirements, and requests for information, to the fullest extent 
possible. 
SEC. 162. ENFORCEMENT. 
(a) IN GENERAL.—Except as provided in subsection (b), a 
nonbank financial company supervised by the Board of Governors 
and any subsidiaries of such company (other than any depository 
institution subsidiary) shall be subject to the provisions of sub-
sections (b) through (n) of section 8 of the Federal Deposit Insurance 
Act (12 U.S.C. 1818), in the same manner and to the same extent 
as if the company were a bank holding company, as provided 
12 USC 5362. 
Notice. 
Consultation. 
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124 STAT. 1422 
PUBLIC LAW 111–203—JULY 21, 2010 
in section 8(b)(3) of the Federal Deposit Insurance Act (12 U.S.C. 
1818(b)(3)). 
(b) ENFORCEMENT AUTHORITY FOR FUNCTIONALLY REGULATED 
SUBSIDIARIES.— 
(1) REFERRAL.—If the Board of Governors determines that 
a condition, practice, or activity of a depository institution 
subsidiary or functionally regulated subsidiary of a nonbank 
financial company supervised by the Board of Governors does 
not comply with the regulations or orders prescribed by the 
Board of Governors under this Act, or otherwise poses a threat 
to the financial stability of the United States, the Board of 
Governors may recommend, in writing, to the primary financial 
regulatory agency for the subsidiary that such agency initiate 
a supervisory action or enforcement proceeding. The rec-
ommendation shall be accompanied by a written explanation 
of the concerns giving rise to the recommendation. 
(2) BACK-UP AUTHORITY OF THE BOARD OF GOVERNORS.— 
If, during the 60-day period beginning on the date on which 
the primary financial regulatory agency receives a recommenda-
tion under paragraph (1), the primary financial regulatory 
agency does not take supervisory or enforcement action against 
a subsidiary that is acceptable to the Board of Governors, 
the Board of Governors (upon a vote of its members) may 
take the recommended supervisory or enforcement action, as 
if the subsidiary were a bank holding company subject to super-
vision by the Board of Governors. 
SEC. 163. ACQUISITIONS. 
(a) ACQUISITIONS OF BANKS; TREATMENT AS A BANK HOLDING 
COMPANY.—For purposes of section 3 of the Bank Holding Company 
Act of 1956 (12 U.S.C. 1842), a nonbank financial company super-
vised by the Board of Governors shall be deemed to be, and shall 
be treated as, a bank holding company. 
(b) ACQUISITION OF NONBANK COMPANIES.— 
(1) PRIOR
NOTICE
FOR
LARGE
ACQUISITIONS.—Notwith-
standing section 4(k)(6)(B) of the Bank Holding Company Act 
of 1956 (12 U.S.C. 1843(k)(6)(B)), a bank holding company 
with total consolidated assets equal to or greater than 
$50,000,000,000 or a nonbank financial company supervised 
by the Board of Governors shall not acquire direct or indirect 
ownership or control of any voting shares of any company 
(other than an insured depository institution) that is engaged 
in activities described in section 4(k) of the Bank Holding 
Company Act of 1956 having total consolidated assets of 
$10,000,000,000 or more, without providing written notice to 
the Board of Governors in advance of the transaction. 
(2) EXEMPTIONS.—The prior notice requirement in para-
graph (1) shall not apply with regard to the acquisition of 
shares that would qualify for the exemptions in section 4(c) 
or section 4(k)(4)(E) of the Bank Holding Company Act of 
1956 (12 U.S.C. 1843(c) and (k)(4)(E)). 
(3) NOTICE PROCEDURES.—The notice procedures set forth 
in section 4(j)(1) of the Bank Holding Company Act of 1956 
(12 U.S.C. 1843(j)(1)), without regard to section 4(j)(3) of that 
Act, shall apply to an acquisition of any company (other than 
an insured depository institution) by a bank holding company 
with total consolidated assets equal to or greater than 
Applicability. 
12 USC 5363. 
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124 STAT. 1423 
PUBLIC LAW 111–203—JULY 21, 2010 
$50,000,000,000 or a nonbank financial company supervised 
by the Board of Governors, as described in paragraph (1), 
including any such company engaged in activities described 
in section 4(k) of that Act. 
(4) STANDARDS FOR REVIEW.—In addition to the standards 
provided in section 4(j)(2) of the Bank Holding Company Act 
of 1956 (12 U.S.C. 1843(j)(2)), the Board of Governors shall 
consider the extent to which the proposed acquisition would 
result in greater or more concentrated risks to global or United 
States financial stability or the United States economy. 
(5) HART-SCOTT-RODINO FILING REQUIREMENT.—Solely for 
purposes of section 7A(c)(8) of the Clayton Act (15 U.S.C. 
18a(c)(8)), the transactions subject to the requirements of para-
graph (1) shall be treated as if Board of Governors approval 
is not required. 
SEC. 
164. 
PROHIBITION 
AGAINST 
MANAGEMENT 
INTERLOCKS 
BETWEEN CERTAIN FINANCIAL COMPANIES. 
A nonbank financial company supervised by the Board of Gov-
ernors shall be treated as a bank holding company for purposes 
of the Depository Institutions Management Interlocks Act (12 U.S.C. 
3201 et seq.), except that the Board of Governors shall not exercise 
the authority provided in section 7 of that Act (12 U.S.C. 3207) 
to permit service by a management official of a nonbank financial 
company supervised by the Board of Governors as a management 
official of any bank holding company with total consolidated assets 
equal to or greater than $50,000,000,000, or other nonaffiliated 
nonbank financial company supervised by the Board of Governors 
(other than to provide a temporary exemption for interlocks 
resulting from a merger, acquisition, or consolidation). 
SEC. 165. ENHANCED SUPERVISION AND PRUDENTIAL STANDARDS 
FOR NONBANK FINANCIAL COMPANIES SUPERVISED BY 
THE BOARD OF GOVERNORS AND CERTAIN BANK HOLDING 
COMPANIES. 
(a) IN GENERAL.— 
(1) PURPOSE.—In order to prevent or mitigate risks to 
the financial stability of the United States that could arise 
from the material financial distress or failure, or ongoing activi-
ties, of large, interconnected financial institutions, the Board 
of Governors shall, on its own or pursuant to recommendations 
by the Council under section 115, establish prudential stand-
ards for nonbank financial companies supervised by the Board 
of Governors and bank holding companies with total consoli-
dated assets equal to or greater than $50,000,000,000 that— 
(A) are more stringent than the standards and require-
ments applicable to nonbank financial companies and bank 
holding companies that do not present similar risks to 
the financial stability of the United States; and 
(B) increase in stringency, based on the considerations 
identified in subsection (b)(3). 
(2) TAILORED APPLICATION.— 
(A) IN
GENERAL.—In prescribing more stringent 
prudential standards under this section, the Board of Gov-
ernors may, on its own or pursuant to a recommendation 
by the Council in accordance with section 115, differentiate 
among companies on an individual basis or by category, 
taking into consideration their capital structure, riskiness, 
12 USC 5365. 
12 USC 5364. 
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124 STAT. 1424 
PUBLIC LAW 111–203—JULY 21, 2010 
complexity, financial activities (including the financial 
activities of their subsidiaries), size, and any other risk- 
related factors that the Board of Governors deems appro-
priate. 
(B) ADJUSTMENT OF THRESHOLD FOR APPLICATION OF 
CERTAIN STANDARDS.—The Board of Governors may, pursu-
ant to a recommendation by the Council in accordance 
with section 115, establish an asset threshold above 
$50,000,000,000 for the application of any standard estab-
lished under subsections (c) through (g). 
(b) DEVELOPMENT OF PRUDENTIAL STANDARDS.— 
(1) IN GENERAL.— 
(A) REQUIRED STANDARDS.—The Board of Governors 
shall establish prudential standards for nonbank financial 
companies supervised by the Board of Governors and bank 
holding companies described in subsection (a), that shall 
include— 
(i) risk-based capital requirements and leverage 
limits, unless the Board of Governors, in consultation 
with the Council, determines that such requirements 
are not appropriate for a company subject to more 
stringent prudential standards because of the activities 
of such company (such as investment company activi-
ties or assets under management) or structure, in 
which case, the Board of Governors shall apply other 
standards that result in similarly stringent risk con-
trols; 
(ii) liquidity requirements; 
(iii) overall risk management requirements; 
(iv) resolution plan and credit exposure report 
requirements; and 
(v) concentration limits. 
(B) ADDITIONAL STANDARDS AUTHORIZED.—The Board 
of Governors may establish additional prudential standards 
for nonbank financial companies supervised by the Board 
of Governors and bank holding companies described in 
subsection (a), that include— 
(i) a contingent capital requirement; 
(ii) enhanced public disclosures; 
(iii) short-term debt limits; and 
(iv) such other prudential standards as the Board 
or Governors, on its own or pursuant to a recommenda-
tion made by the Council in accordance with section 
115, determines are appropriate. 
(2) STANDARDS
FOR
FOREIGN
FINANCIAL
COMPANIES.—In 
applying the standards set forth in paragraph (1) to any foreign 
nonbank financial company supervised by the Board of Gov-
ernors or foreign-based bank holding company, the Board of 
Governors shall— 
(A) give due regard to the principle of national treat-
ment and equality of competitive opportunity; and 
(B) take into account the extent to which the foreign 
financial company is subject on a consolidated basis to 
home country standards that are comparable to those 
applied to financial companies in the United States. 
(3) CONSIDERATIONS.—In prescribing prudential standards 
under paragraph (1), the Board of Governors shall— 
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124 STAT. 1425 
PUBLIC LAW 111–203—JULY 21, 2010 
(A) take into account differences among nonbank finan-
cial companies supervised by the Board of Governors and 
bank holding companies described in subsection (a), based 
on— 
(i) the factors described in subsections (a) and 
(b) of section 113; 
(ii) whether the company owns an insured deposi-
tory institution; 
(iii) nonfinancial activities and affiliations of the 
company; and 
(iv) any other risk-related factors that the Board 
of Governors determines appropriate; 
(B) to the extent possible, ensure that small changes 
in the factors listed in subsections (a) and (b) of section 
113 would not result in sharp, discontinuous changes in 
the prudential standards established under paragraph (1) 
of this subsection; 
(C) take into account any recommendations of the 
Council under section 115; and 
(D) adapt the required standards as appropriate in 
light of any predominant line of business of such company, 
including assets under management or other activities for 
which particular standards may not be appropriate. 
(4) CONSULTATION.—Before imposing prudential standards 
or any other requirements pursuant to this section, including 
notices of deficiencies in resolution plans and more stringent 
requirements or divestiture orders resulting from such notices, 
that are likely to have a significant impact on a functionally 
regulated subsidiary or depository institution subsidiary of a 
nonbank financial company supervised by the Board of Gov-
ernors or a bank holding company described in subsection (a), 
the Board of Governors shall consult with each Council member 
that primarily supervises any such subsidiary with respect 
to any such standard or requirement. 
(5) REPORT.—The Board of Governors shall submit an 
annual report to Congress regarding the implementation of 
the prudential standards required pursuant to paragraph (1), 
including the use of such standards to mitigate risks to the 
financial stability of the United States. 
(c) CONTINGENT CAPITAL.— 
(1) IN GENERAL.—Subsequent to submission by the Council 
of a report to Congress under section 115(c), the Board of 
Governors may issue regulations that require each nonbank 
financial company supervised by the Board of Governors and 
bank holding companies described in subsection (a) to maintain 
a minimum amount of contingent capital that is convertible 
to equity in times of financial stress. 
(2) FACTORS TO CONSIDER.—In issuing regulations under 
this subsection, the Board of Governors shall consider— 
(A) the results of the study undertaken by the Council, 
and any recommendations of the Council, under section 
115(c); 
(B) an appropriate transition period for implementation 
of contingent capital under this subsection; 
(C) the factors described in subsection (b)(3)(A); 
(D) capital requirements applicable to the nonbank 
financial company supervised by the Board of Governors 
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124 STAT. 1426 
PUBLIC LAW 111–203—JULY 21, 2010 
or a bank holding company described in subsection (a), 
and subsidiaries thereof; and 
(E) any other factor that the Board of Governors deems 
appropriate. 
(d) RESOLUTION PLAN AND CREDIT EXPOSURE REPORTS.— 
(1) RESOLUTION
PLAN.—The Board of Governors shall 
require each nonbank financial company supervised by the 
Board of Governors and bank holding companies described in 
subsection (a) to report periodically to the Board of Governors, 
the Council, and the Corporation the plan of such company 
for rapid and orderly resolution in the event of material finan-
cial distress or failure, which shall include— 
(A) information regarding the manner and extent to 
which any insured depository institution affiliated with 
the company is adequately protected from risks arising 
from the activities of any nonbank subsidiaries of the com-
pany; 
(B) full descriptions of the ownership structure, assets, 
liabilities, and contractual obligations of the company; 
(C) identification of the cross-guarantees tied to dif-
ferent securities, identification of major counterparties, and 
a process for determining to whom the collateral of the 
company is pledged; and 
(D) any other information that the Board of Governors 
and the Corporation jointly require by rule or order. 
(2) CREDIT EXPOSURE REPORT.—The Board of Governors 
shall require each nonbank financial company supervised by 
the Board of Governors and bank holding companies described 
in subsection (a) to report periodically to the Board of Gov-
ernors, the Council, and the Corporation on— 
(A) the nature and extent to which the company has 
credit exposure to other significant nonbank financial 
companies and significant bank holding companies; and 
(B) the nature and extent to which other significant 
nonbank financial companies and significant bank holding 
companies have credit exposure to that company. 
(3) REVIEW.—The Board of Governors and the Corporation 
shall review the information provided in accordance with this 
subsection by each nonbank financial company supervised by 
the Board of Governors and bank holding company described 
in subsection (a). 
(4) NOTICE OF DEFICIENCIES.—If the Board of Governors 
and the Corporation jointly determine, based on their review 
under paragraph (3), that the resolution plan of a nonbank 
financial company supervised by the Board of Governors or 
a bank holding company described in subsection (a) is not 
credible or would not facilitate an orderly resolution of the 
company under title 11, United States Code— 
(A) the Board of Governors and the Corporation shall 
notify the company of the deficiencies in the resolution 
plan; and 
(B) the company shall resubmit the resolution plan 
within a timeframe determined by the Board of Governors 
and the Corporation, with revisions demonstrating that 
the plan is credible and would result in an orderly resolu-
tion under title 11, United States Code, including any 
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124 STAT. 1427 
PUBLIC LAW 111–203—JULY 21, 2010 
proposed changes in business operations and corporate 
structure to facilitate implementation of the plan. 
(5) FAILURE TO RESUBMIT CREDIBLE PLAN.— 
(A) IN
GENERAL.—If a nonbank financial company 
supervised by the Board of Governors or a bank holding 
company described in subsection (a) fails to timely resubmit 
the resolution plan as required under paragraph (4), with 
such revisions as are required under subparagraph (B), 
the Board of Governors and the Corporation may jointly 
impose more stringent capital, leverage, or liquidity 
requirements, or restrictions on the growth, activities, or 
operations of the company, or any subsidiary thereof, until 
such time as the company resubmits a plan that remedies 
the deficiencies. 
(B) DIVESTITURE.—The Board of Governors and the 
Corporation, in consultation with the Council, may jointly 
direct a nonbank financial company supervised by the 
Board of Governors or a bank holding company described 
in subsection (a), by order, to divest certain assets or oper-
ations identified by the Board of Governors and the Cor-
poration, to facilitate an orderly resolution of such company 
under title 11, United States Code, in the event of the 
failure of such company, in any case in which— 
(i) the Board of Governors and the Corporation 
have jointly imposed more stringent requirements on 
the company pursuant to subparagraph (A); and 
(ii) the company has failed, within the 2-year 
period beginning on the date of the imposition of such 
requirements under subparagraph (A), to resubmit the 
resolution plan with such revisions as were required 
under paragraph (4)(B). 
(6) NO LIMITING EFFECT.—A resolution plan submitted in 
accordance with this subsection shall not be binding on a bank-
ruptcy court, a receiver appointed under title II, or any other 
authority that is authorized or required to resolve the nonbank 
financial company supervised by the Board, any bank holding 
company, or any subsidiary or affiliate of the foregoing. 
(7) NO
PRIVATE
RIGHT
OF
ACTION.—No private right of 
action may be based on any resolution plan submitted in accord-
ance with this subsection. 
(8) RULES.—Not later than 18 months after the date of 
enactment of this Act, the Board of Governors and the Corpora-
tion shall jointly issue final rules implementing this subsection. 
(e) CONCENTRATION LIMITS.— 
(1) STANDARDS.—In order to limit the risks that the failure 
of any individual company could pose to a nonbank financial 
company supervised by the Board of Governors or a bank 
holding company described in subsection (a), the Board of Gov-
ernors, by regulation, shall prescribe standards that limit such 
risks. 
(2) LIMITATION ON CREDIT EXPOSURE.—The regulations pre-
scribed by the Board of Governors under paragraph (1) shall 
prohibit each nonbank financial company supervised by the 
Board of Governors and bank holding company described in 
subsection (a) from having credit exposure to any unaffiliated 
company that exceeds 25 percent of the capital stock and sur-
plus (or such lower amount as the Board of Governors may 
Regulations. 
Deadline. 
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124 STAT. 1428 
PUBLIC LAW 111–203—JULY 21, 2010 
determine by regulation to be necessary to mitigate risks to 
the financial stability of the United States) of the company. 
(3) CREDIT
EXPOSURE.—For purposes of paragraph (2), 
‘‘credit exposure’’ to a company means— 
(A) all extensions of credit to the company, including 
loans, deposits, and lines of credit; 
(B) all repurchase agreements and reverse repurchase 
agreements with the company, and all securities borrowing 
and lending transactions with the company, to the extent 
that such transactions create credit exposure for the 
nonbank financial company supervised by the Board of 
Governors or a bank holding company described in sub-
section (a); 
(C) all guarantees, acceptances, or letters of credit 
(including endorsement or standby letters of credit) issued 
on behalf of the company; 
(D) all purchases of or investment in securities issued 
by the company; 
(E) counterparty credit exposure to the company in 
connection with a derivative transaction between the 
nonbank financial company supervised by the Board of 
Governors or a bank holding company described in sub-
section (a) and the company; and 
(F) any other similar transactions that the Board of 
Governors, by regulation, determines to be a credit expo-
sure for purposes of this section. 
(4) ATTRIBUTION RULE.—For purposes of this subsection, 
any transaction by a nonbank financial company supervised 
by the Board of Governors or a bank holding company described 
in subsection (a) with any person is a transaction with a com-
pany, to the extent that the proceeds of the transaction are 
used for the benefit of, or transferred to, that company. 
(5) RULEMAKING.—The Board of Governors may issue such 
regulations and orders, including definitions consistent with 
this section, as may be necessary to administer and carry 
out this subsection. 
(6) EXEMPTIONS.—This subsection shall not apply to any 
Federal home loan bank. The Board of Governors may, by 
regulation or order, exempt transactions, in whole or in part, 
from the definition of the term ‘‘credit exposure’’ for purposes 
of this subsection, if the Board of Governors finds that the 
exemption is in the public interest and is consistent with the 
purpose of this subsection. 
(7) TRANSITION PERIOD.— 
(A) IN GENERAL.—This subsection and any regulations 
and orders of the Board of Governors under this subsection 
shall not be effective until 3 years after the date of enact-
ment of this Act. 
(B) EXTENSION AUTHORIZED.—The Board of Governors 
may extend the period specified in subparagraph (A) for 
not longer than an additional 2 years. 
(f) ENHANCED PUBLIC DISCLOSURES.—The Board of Governors 
may prescribe, by regulation, periodic public disclosures by nonbank 
financial companies supervised by the Board of Governors and 
bank holding companies described in subsection (a) in order to 
support market evaluation of the risk profile, capital adequacy, 
and risk management capabilities thereof. 
Effective date. 
Definition. 
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124 STAT. 1429 
PUBLIC LAW 111–203—JULY 21, 2010 
(g) SHORT-TERM DEBT LIMITS.— 
(1) IN GENERAL.—In order to mitigate the risks that an 
over-accumulation of short-term debt could pose to financial 
companies and to the stability of the United States financial 
system, the Board of Governors may, by regulation, prescribe 
a limit on the amount of short-term debt, including off-balance 
sheet exposures, that may be accumulated by any bank holding 
company described in subsection (a) and any nonbank financial 
company supervised by the Board of Governors. 
(2) BASIS OF LIMIT.—Any limit prescribed under paragraph 
(1) shall be based on the short-term debt of the company 
described in paragraph (1) as a percentage of capital stock 
and surplus of the company or on such other measure as 
the Board of Governors considers appropriate. 
(3) SHORT-TERM DEBT DEFINED.—For purposes of this sub-
section, the term ‘‘short-term debt’’ means such liabilities with 
short-dated maturity that the Board of Governors identifies, 
by regulation, except that such term does not include insured 
deposits. 
(4) RULEMAKING
AUTHORITY.—In addition to prescribing 
regulations under paragraphs (1) and (3), the Board of Gov-
ernors may prescribe such regulations, including definitions 
consistent with this subsection, and issue such orders, as may 
be necessary to carry out this subsection. 
(5) AUTHORITY TO ISSUE EXEMPTIONS AND ADJUSTMENTS.— 
Notwithstanding the Bank Holding Company Act of 1956 (12 
U.S.C. 1841 et seq.), the Board of Governors may, if it deter-
mines such action is necessary to ensure appropriate heightened 
prudential supervision, with respect to a company described 
in paragraph (1) that does not control an insured depository 
institution, issue to such company an exemption from or adjust-
ment to the limit prescribed under paragraph (1). 
(h) RISK COMMITTEE.— 
(1) NONBANK
FINANCIAL
COMPANIES
SUPERVISED
BY
THE 
BOARD OF GOVERNORS.—The Board of Governors shall require 
each nonbank financial company supervised by the Board of 
Governors that is a publicly traded company to establish a 
risk committee, as set forth in paragraph (3), not later than 
1 year after the date of receipt of a notice of final determination 
under section 113(e)(3) with respect to such nonbank financial 
company supervised by the Board of Governors. 
(2) CERTAIN BANK HOLDING COMPANIES.— 
(A) MANDATORY
REGULATIONS.—The Board of Gov-
ernors shall issue regulations requiring each bank holding 
company that is a publicly traded company and that has 
total consolidated assets of not less than $10,000,000,000 
to establish a risk committee, as set forth in paragraph 
(3). 
(B) PERMISSIVE REGULATIONS.—The Board of Governors 
may require each bank holding company that is a publicly 
traded company and that has total consolidated assets 
of less than $10,000,000,000 to establish a risk committee, 
as set forth in paragraph (3), as determined necessary 
or appropriate by the Board of Governors to promote sound 
risk management practices. 
(3) RISK COMMITTEE.—A risk committee required by this 
subsection shall— 
Establishment. 
Deadline. 
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124 STAT. 1430 
PUBLIC LAW 111–203—JULY 21, 2010 
(A) be responsible for the oversight of the enterprise- 
wide risk management practices of the nonbank financial 
company supervised by the Board of Governors or bank 
holding company described in subsection (a), as applicable; 
(B) include such number of independent directors as 
the Board of Governors may determine appropriate, based 
on the nature of operations, size of assets, and other appro-
priate criteria related to the nonbank financial company 
supervised by the Board of Governors or a bank holding 
company described in subsection (a), as applicable; and 
(C) include at least 1 risk management expert having 
experience in identifying, assessing, and managing risk 
exposures of large, complex firms. 
(4) RULEMAKING.—The Board of Governors shall issue final 
rules to carry out this subsection, not later than 1 year after 
the transfer date, to take effect not later than 15 months 
after the transfer date. 
(i) STRESS TESTS.— 
(1) BY THE BOARD OF GOVERNORS.— 
(A) ANNUAL TESTS REQUIRED.—The Board of Governors, 
in coordination with the appropriate primary financial 
regulatory agencies and the Federal Insurance Office, shall 
conduct annual analyses in which nonbank financial 
companies supervised by the Board of Governors and bank 
holding companies described in subsection (a) are subject 
to evaluation of whether such companies have the capital, 
on a total consolidated basis, necessary to absorb losses 
as a result of adverse economic conditions. 
(B) TEST PARAMETERS AND CONSEQUENCES.—The Board 
of Governors— 
(i) shall provide for at least 3 different sets of 
conditions under which the evaluation required by this 
subsection shall be conducted, including baseline, 
adverse, and severely adverse; 
(ii) may require the tests described in subpara-
graph (A) at bank holding companies and nonbank 
financial companies, in addition to those for which 
annual tests are required under subparagraph (A); 
(iii) may develop and apply such other analytic 
techniques as are necessary to identify, measure, and 
monitor risks to the financial stability of the United 
States; 
(iv) shall require the companies described in 
subparagraph (A) to update their resolution plans 
required under subsection (d)(1), as the Board of Gov-
ernors determines appropriate, based on the results 
of the analyses; and 
(v) shall publish a summary of the results of the 
tests required under subparagraph (A) or clause (ii) 
of this subparagraph. 
(2) BY THE COMPANY.— 
(A) REQUIREMENT.—A nonbank financial company 
supervised by the Board of Governors and a bank holding 
company described in subsection (a) shall conduct semi-
annual stress tests. All other financial companies that have 
total consolidated assets of more than $10,000,000,000 and 
are regulated by a primary Federal financial regulatory 
Deadlines. 
Publication. 
Deadline. 
Effective date. 
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124 STAT. 1431 
PUBLIC LAW 111–203—JULY 21, 2010 
agency shall conduct annual stress tests. The tests required 
under this subparagraph shall be conducted in accordance 
with the regulations prescribed under subparagraph (C). 
(B) REPORT.—A company required to conduct stress 
tests under subparagraph (A) shall submit a report to 
the Board of Governors and to its primary financial regu-
latory agency at such time, in such form, and containing 
such information as the primary financial regulatory 
agency shall require. 
(C) REGULATIONS.—Each Federal primary financial 
regulatory agency, in coordination with the Board of Gov-
ernors and the Federal Insurance Office, shall issue con-
sistent and comparable regulations to implement this para-
graph that shall— 
(i) define the term ‘‘stress test’’ for purposes of 
this paragraph; 
(ii) establish methodologies for the conduct of 
stress tests required by this paragraph that shall pro-
vide for at least 3 different sets of conditions, including 
baseline, adverse, and severely adverse; 
(iii) establish the form and content of the report 
required by subparagraph (B); and 
(iv) require companies subject to this paragraph 
to publish a summary of the results of the required 
stress tests. 
(j) LEVERAGE LIMITATION.— 
(1) REQUIREMENT.—The Board of Governors shall require 
a bank holding company with total consolidated assets equal 
to or greater than $50,000,000,000 or a nonbank financial com-
pany supervised by the Board of Governors to maintain a 
debt to equity ratio of no more than 15 to 1, upon a determina-
tion by the Council that such company poses a grave threat 
to the financial stability of the United States and that the 
imposition of such requirement is necessary to mitigate the 
risk that such company poses to the financial stability of the 
United States. Nothing in this paragraph shall apply to a 
Federal home loan bank. 
(2) CONSIDERATIONS.—In making a determination under 
this subsection, the Council shall consider the factors described 
in subsections (a) and (b) of section 113 and any other risk- 
related factors that the Council deems appropriate. 
(3) REGULATIONS.—The Board of Governors shall promul-
gate regulations to establish procedures and timelines for com-
plying with the requirements of this subsection. 
(k) INCLUSION
OF OFF-BALANCE-SHEET ACTIVITIES
IN COM-
PUTING CAPITAL REQUIREMENTS.— 
(1) IN GENERAL.—In the case of any bank holding company 
described in subsection (a) or nonbank financial company super-
vised by the Board of Governors, the computation of capital 
for purposes of meeting capital requirements shall take into 
account any off-balance-sheet activities of the company. 
(2) EXEMPTIONS.—If the Board of Governors determines 
that an exemption from the requirement under paragraph (1) 
is appropriate, the Board of Governors may exempt a company, 
or any transaction or transactions engaged in by such company, 
from the requirements of paragraph (1). 
Procedures. 
Publication. 
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124 STAT. 1432 
PUBLIC LAW 111–203—JULY 21, 2010 
(3) OFF-BALANCE-SHEET ACTIVITIES DEFINED.—For purposes 
of this subsection, the term ‘‘off-balance-sheet activities’’ means 
an existing liability of a company that is not currently a balance 
sheet liability, but may become one upon the happening of 
some future event, including the following transactions, to the 
extent that they may create a liability: 
(A) Direct credit substitutes in which a bank sub-
stitutes its own credit for a third party, including standby 
letters of credit. 
(B) Irrevocable letters of credit that guarantee repay-
ment of commercial paper or tax-exempt securities. 
(C) Risk participations in bankers’ acceptances. 
(D) Sale and repurchase agreements. 
(E) Asset sales with recourse against the seller. 
(F) Interest rate swaps. 
(G) Credit swaps. 
(H) Commodities contracts. 
(I) Forward contracts. 
(J) Securities contracts. 
(K) Such other activities or transactions as the Board 
of Governors may, by rule, define. 
SEC. 166. EARLY REMEDIATION REQUIREMENTS. 
(a) IN GENERAL.—The Board of Governors, in consultation with 
the Council and the Corporation, shall prescribe regulations estab-
lishing requirements to provide for the early remediation of financial 
distress of a nonbank financial company supervised by the Board 
of Governors or a bank holding company described in section 165(a), 
except that nothing in this subsection authorizes the provision 
of financial assistance from the Federal Government. 
(b) PURPOSE
OF
THE EARLY REMEDIATION REQUIREMENTS.— 
The purpose of the early remediation requirements under subsection 
(a) shall be to establish a series of specific remedial actions to 
be taken by a nonbank financial company supervised by the Board 
of Governors or a bank holding company described in section 165(a) 
that is experiencing increasing financial distress, in order to mini-
mize the probability that the company will become insolvent and 
the potential harm of such insolvency to the financial stability 
of the United States. 
(c) REMEDIATION REQUIREMENTS.—The regulations prescribed 
by the Board of Governors under subsection (a) shall— 
(1) define measures of the financial condition of the com-
pany, including regulatory capital, liquidity measures, and 
other forward-looking indicators; and 
(2) establish requirements that increase in stringency as 
the financial condition of the company declines, including— 
(A) requirements in the initial stages of financial 
decline, including limits on capital distributions, acquisi-
tions, and asset growth; and 
(B) requirements at later stages of financial decline, 
including a capital restoration plan and capital-raising 
requirements, limits on transactions with affiliates, 
management changes, and asset sales. 
SEC. 167. AFFILIATIONS. 
(a) AFFILIATIONS.—Nothing in this subtitle shall be construed 
to require a nonbank financial company supervised by the Board 
12 USC 5367. 
Regulations. 
12 USC 5366. 
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124 STAT. 1433 
PUBLIC LAW 111–203—JULY 21, 2010 
of Governors, or a company that controls a nonbank financial com-
pany supervised by the Board of Governors, to conform the activities 
thereof to the requirements of section 4 of the Bank Holding Com-
pany Act of 1956 (12 U.S.C. 1843). 
(b) REQUIREMENT.— 
(1) IN GENERAL.— 
(A) BOARD AUTHORITY.—If a nonbank financial com-
pany supervised by the Board of Governors conducts activi-
ties other than those that are determined to be financial 
in nature or incidental thereto under section 4(k) of the 
Bank Holding Company Act of 1956, the Board of Gov-
ernors may require such company to establish and conduct 
all or a portion of such activities that are determined 
to be financial in nature or incidental thereto in or through 
an intermediate holding company established pursuant to 
regulation of the Board of Governors, not later than 90 
days (or such longer period as the Board of Governors 
may deem appropriate) after the date on which the 
nonbank financial company supervised by the Board of 
Governors is notified of the determination of the Board 
of Governors under this section. 
(B) NECESSARY
ACTIONS.—Notwithstanding subpara-
graph (A), the Board of Governors shall require a nonbank 
financial company supervised by the Board of Governors 
to establish an intermediate holding company if the Board 
of Governors makes a determination that the establishment 
of such intermediate holding company is necessary to— 
(i) appropriately supervise activities that are deter-
mined to be financial in nature or incidental thereto; 
or 
(ii) to ensure that supervision by the Board of 
Governors does not extend to the commercial activities 
of such nonbank financial company. 
(2) INTERNAL FINANCIAL ACTIVITIES.—For purposes of this 
subsection, activities that are determined to be financial in 
nature or incidental thereto under section 4(k) of the Bank 
Holding Company Act of 1956, as described in paragraph (1), 
shall not include internal financial activities, including internal 
treasury, investment, and employee benefit functions. With 
respect to any internal financial activity engaged in for the 
company or an affiliate and a non-affiliate of such company 
during the year prior to the date of enactment of this Act, 
such company (or an affiliate that is not an intermediate 
holding company or subsidiary of an intermediate holding com-
pany) may continue to engage in such activity, as long as 
not less than 2/3 of the assets or 2/3 of the revenues generated 
from the activity are from or attributable to such company 
or an affiliate, subject to review by the Board of Governors, 
to determine whether engaging in such activity presents undue 
risk to such company or to the financial stability of the United 
States. 
(3) SOURCE
OF
STRENGTH.—A company that directly or 
indirectly controls an intermediate holding company established 
under this section shall serve as a source of strength to its 
subsidiary intermediate holding company. 
(4) PARENT COMPANY REPORTS.—The Board of Governors 
may, from time to time, require reports under oath from a 
Deadline. 
Notification. 
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124 STAT. 1434 
PUBLIC LAW 111–203—JULY 21, 2010 
company that controls an intermediate holding company, and 
from the appropriate officers or directors of such company, 
solely for purposes of ensuring compliance with the provisions 
of this section, including assessing the ability of the company 
to serve as a source of strength to its subsidiary intermediate 
holding company pursuant to paragraph (3) and enforcing such 
compliance. 
(5) LIMITED PARENT COMPANY ENFORCEMENT.— 
(A) IN GENERAL.—In addition to any other authority 
of the Board of Governors, the Board of Governors may 
enforce compliance with the provisions of this subsection 
that are applicable to any company described in paragraph 
(1) that controls an intermediate holding company under 
section 8 of the Federal Deposit Insurance Act, and such 
company shall be subject to such section (solely for such 
purposes) in the same manner and to the same extent 
as if such company were a bank holding company. 
(B) APPLICATION OF OTHER ACT.—Any violation of this 
subsection by any company that controls an intermediate 
holding company may also be treated as a violation of 
the Federal Deposit Insurance Act for purposes of subpara-
graph (A). 
(C) NO EFFECT ON OTHER AUTHORITY.—No provision 
of this paragraph shall be construed as limiting any 
authority of the Board of Governors or any other Federal 
agency under any other provision of law. 
(c) REGULATIONS.—The Board of Governors— 
(1) shall promulgate regulations to establish the criteria 
for determining whether to require a nonbank financial com-
pany supervised by the Board of Governors to establish an 
intermediate holding company under subsection (b); and 
(2) may promulgate regulations to establish any restrictions 
or limitations on transactions between an intermediate holding 
company or a nonbank financial company supervised by the 
Board of Governors and its affiliates, as necessary to prevent 
unsafe and unsound practices in connection with transactions 
between such company, or any subsidiary thereof, and its 
parent company or affiliates that are not subsidiaries of such 
company, except that such regulations shall not restrict or 
limit any transaction in connection with the bona fide acquisi-
tion or lease by an unaffiliated person of assets, goods, or 
services. 
SEC. 168. REGULATIONS. 
The Board of Governors shall have authority to issue regula-
tions to implement subtitles A and C and the amendments made 
thereunder. Except as otherwise specified in subtitle A or C, not 
later than 18 months after the effective date of this Act, the Board 
of Governors shall issue final regulations to implement subtitles 
A and C, and the amendments made thereunder. 
SEC. 169. AVOIDING DUPLICATION. 
The Board of Governors shall take any action that the Board 
of Governors deems appropriate to avoid imposing requirements 
under this subtitle that are duplicative of requirements applicable 
to bank holding companies and nonbank financial companies under 
other provisions of law. 
12 USC 5369. 
Deadline. 
12 USC 5368. 
Criteria. 
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124 STAT. 1435 
PUBLIC LAW 111–203—JULY 21, 2010 
SEC. 170. SAFE HARBOR. 
(a) REGULATIONS.—The Board of Governors shall promulgate 
regulations on behalf of, and in consultation with, the Council 
setting forth the criteria for exempting certain types or classes 
of U.S. nonbank financial companies or foreign nonbank financial 
companies from supervision by the Board of Governors. 
(b) CONSIDERATIONS.—In developing the criteria under sub-
section (a), the Board of Governors shall take into account the 
factors for consideration described in subsections (a) and (b) of 
section 113 in determining whether a U.S. nonbank financial com-
pany or foreign nonbank financial company shall be supervised 
by the Board of Governors. 
(c) RULE OF CONSTRUCTION.—Nothing in this section shall be 
construed to require supervision by the Board of Governors of 
a U.S. nonbank financial company or foreign nonbank financial 
company, if such company does not meet the criteria for exemption 
established under subsection (a). 
(d) REVISIONS.— 
(1) IN GENERAL.—The Board of Governors shall, in consulta-
tion with the Council, review the regulations promulgated 
under subsection (a), not less frequently than every 5 years, 
and based upon the review, the Board of Governors may revise 
such regulations on behalf of, and in consultation with, the 
Council to update as necessary the criteria set forth in such 
regulations. 
(2) TRANSITION PERIOD.—No revisions under paragraph (1) 
shall take effect before the end of the 2-year period after the 
date of publication of such revisions in final form. 
(e) REPORT.—The Chairman of the Board of Governors and 
the Chairperson of the Council shall submit a joint report to the 
Committee on Banking, Housing, and Urban Affairs of the Senate 
and the Committee on Financial Services of the House of Represent-
atives not later than 30 days after the date of the issuance in 
final form of regulations under subsection (a), or any subsequent 
revision to such regulations under subsection (d), as applicable. 
Such report shall include, at a minimum, the rationale for exemp-
tion and empirical evidence to support the criteria for exemption. 
SEC. 171. LEVERAGE AND RISK-BASED CAPITAL REQUIREMENTS. 
(a) DEFINITIONS.—For purposes of this section, the following 
definitions shall apply: 
(1) GENERALLY
APPLICABLE
LEVERAGE
CAPITAL
REQUIRE-
MENTS.—The term ‘‘generally applicable leverage capital 
requirements’’ means— 
(A) the minimum ratios of tier 1 capital to average 
total assets, as established by the appropriate Federal 
banking agencies to apply to insured depository institutions 
under the prompt corrective action regulations imple-
menting section 38 of the Federal Deposit Insurance Act, 
regardless of total consolidated asset size or foreign finan-
cial exposure; and 
(B) includes the regulatory capital components in the 
numerator of that capital requirement, average total assets 
in the denominator of that capital requirement, and the 
required ratio of the numerator to the denominator. 
12 USC 5371. 
Review. 
Criteria. 
12 USC 5370. 
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124 STAT. 1436 
PUBLIC LAW 111–203—JULY 21, 2010 
(2) GENERALLY APPLICABLE RISK-BASED CAPITAL REQUIRE-
MENTS.—The term ‘‘generally applicable risk-based capital 
requirements’’ means— 
(A) the risk-based capital requirements, as established 
by the appropriate Federal banking agencies to apply to 
insured depository institutions under the prompt corrective 
action regulations implementing section 38 of the Federal 
Deposit Insurance Act, regardless of total consolidated asset 
size or foreign financial exposure; and 
(B) includes the regulatory capital components in the 
numerator of those capital requirements, the risk-weighted 
assets in the denominator of those capital requirements, 
and the required ratio of the numerator to the denominator. 
(3) DEFINITION OF DEPOSITORY INSTITUTION HOLDING COM-
PANY.—The term ‘‘depository institution holding company’’ 
means a bank holding company or a savings and loan holding 
company (as those terms are defined in section 3 of the Federal 
Deposit Insurance Act) that is organized in the United States, 
including any bank or savings and loan holding company that 
is owned or controlled by a foreign organization, but does not 
include the foreign organization. 
(b) MINIMUM CAPITAL REQUIREMENTS.— 
(1) MINIMUM
LEVERAGE
CAPITAL
REQUIREMENTS.—The 
appropriate Federal banking agencies shall establish minimum 
leverage capital requirements on a consolidated basis for 
insured depository institutions, depository institution holding 
companies, and nonbank financial companies supervised by 
the Board of Governors. The minimum leverage capital require-
ments established under this paragraph shall not be less than 
the generally applicable leverage capital requirements, which 
shall serve as a floor for any capital requirements that the 
agency may require, nor quantitatively lower than the generally 
applicable leverage capital requirements that were in effect 
for insured depository institutions as of the date of enactment 
of this Act. 
(2) MINIMUM
RISK-BASED
CAPITAL
REQUIREMENTS.—The 
appropriate Federal banking agencies shall establish minimum 
risk-based capital requirements on a consolidated basis for 
insured depository institutions, depository institution holding 
companies, and nonbank financial companies supervised by 
the Board of Governors. The minimum risk-based capital 
requirements established under this paragraph shall not be 
less than the generally applicable risk-based capital require-
ments, which shall serve as a floor for any capital requirements 
that the agency may require, nor quantitatively lower than 
the generally applicable risk-based capital requirements that 
were in effect for insured depository institutions as of the 
date of enactment of this Act. 
(3) INVESTMENTS IN FINANCIAL SUBSIDIARIES.—For purposes 
of this section, investments in financial subsidiaries that 
insured depository institutions are required to deduct from 
regulatory capital under section 5136A of the Revised Statutes 
of the United States or section 46(a)(2) of the Federal Deposit 
Insurance Act need not be deducted from regulatory capital 
by depository institution holding companies or nonbank finan-
cial companies supervised by the Board of Governors, unless 
such capital deduction is required by the Board of Governors 
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124 STAT. 1437 
PUBLIC LAW 111–203—JULY 21, 2010 
or the primary financial regulatory agency in the case of 
nonbank financial companies supervised by the Board of Gov-
ernors. 
(4) EFFECTIVE DATES AND PHASE-IN PERIODS.— 
(A) DEBT OR EQUITY INSTRUMENTS ON OR AFTER MAY 
19, 2010.—For debt or equity instruments issued on or after 
May 19, 2010, by depository institution holding companies 
or by nonbank financial companies supervised by the Board 
of Governors, this section shall be deemed to have become 
effective as of May 19, 2010. 
(B) DEBT OR EQUITY INSTRUMENTS ISSUED BEFORE MAY 
19, 2010.—For debt or equity instruments issued before May 
19, 2010, by depository institution holding companies or 
by nonbank financial companies supervised by the Board 
of Governors, any regulatory capital deductions required 
under this section shall be phased in incrementally over 
a period of 3 years, with the phase-in period to begin 
on January 1, 2013, except as set forth in subparagraph 
(C). 
(C) DEBT OR EQUITY INSTRUMENTS OF SMALLER INSTITU-
TIONS.—For debt or equity instruments issued before May 
19, 2010, by depository institution holding companies with 
total consolidated assets of less than $15,000,000,000 as 
of December 31, 2009, and by organizations that were 
mutual holding companies on May 19, 2010, the capital 
deductions that would be required for other institutions 
under this section are not required as a result of this 
section. 
(D) DEPOSITORY INSTITUTION HOLDING COMPANIES NOT 
PREVIOUSLY SUPERVISED BY THE BOARD OF GOVERNORS.— 
For any depository institution holding company that was 
not supervised by the Board of Governors as of May 19, 
2010, the requirements of this section, except as set forth 
in subparagraphs (A) and (B), shall be effective 5 years 
after the date of enactment of this Act 
(E) CERTAIN BANK HOLDING COMPANY SUBSIDIARIES OF 
FOREIGN BANKING ORGANIZATIONS.—For bank holding com-
pany subsidiaries of foreign banking organizations that 
have relied on Supervision and Regulation Letter SR-01- 
1 issued by the Board of Governors (as in effect on May 
19, 2010), the requirements of this section, except as set 
forth in subparagraph (A), shall be effective 5 years after 
the date of enactment of this Act. 
(5) EXCEPTIONS.—This section shall not apply to— 
(A) debt or equity instruments issued to the United 
States or any agency or instrumentality thereof pursuant 
to the Emergency Economic Stabilization Act of 2008, and 
prior to October 4, 2010; 
(B) any Federal home loan bank; or 
(C) any small bank holding company that is subject 
to the Small Bank Holding Company Policy Statement 
of the Board of Governors, as in effect on May 19, 2010. 
(6) STUDY AND REPORT ON SMALL INSTITUTION ACCESS TO 
CAPITAL.— 
(A) STUDY REQUIRED.—The Comptroller General of the 
United States, after consultation with the Federal banking 
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124 STAT. 1438 
PUBLIC LAW 111–203—JULY 21, 2010 
agencies, shall conduct a study of access to capital by 
smaller insured depository institutions. 
(B) SCOPE.—For purposes of this study required by 
subparagraph (A), the term ‘‘smaller insured depository 
institution’’ means an insured depository institution with 
total consolidated assets of $5,000,000,000 or less. 
(C) REPORT TO CONGRESS.—Not later than 18 months 
after the date of enactment of this Act, the Comptroller 
General of the United States shall submit to the Committee 
on Banking, Housing, and Urban Affairs of the Senate 
and the Committee on Financial Services of the House 
of Representatives a report summarizing the results of 
the study conducted under subparagraph (A), together with 
any recommendations for legislative or regulatory action 
that would enhance the access to capital of smaller insured 
depository institutions, in a manner that is consistent with 
safe and sound banking operations. 
(7) CAPITAL REQUIREMENTS TO ADDRESS ACTIVITIES THAT 
POSE RISKS TO THE FINANCIAL SYSTEM.— 
(A) IN GENERAL.—Subject to the recommendations of 
the Council, in accordance with section 120, the Federal 
banking agencies shall develop capital requirements 
applicable to insured depository institutions, depository 
institution holding companies, and nonbank financial 
companies supervised by the Board of Governors that 
address the risks that the activities of such institutions 
pose, not only to the institution engaging in the activity, 
but to other public and private stakeholders in the event 
of adverse performance, disruption, or failure of the institu-
tion or the activity. 
(B) CONTENT.—Such rules shall address, at a min-
imum, the risks arising from— 
(i) significant volumes of activity in derivatives, 
securitized products purchased and sold, financial 
guarantees purchased and sold, securities borrowing 
and lending, and repurchase agreements and reverse 
repurchase agreements; 
(ii) concentrations in assets for which the values 
presented in financial reports are based on models 
rather than historical cost or prices deriving from deep 
and liquid 2-way markets; and 
(iii) concentrations in market share for any activity 
that would substantially disrupt financial markets if 
the institution is forced to unexpectedly cease the 
activity. 
SEC. 172. EXAMINATION AND ENFORCEMENT ACTIONS FOR INSUR-
ANCE AND ORDERLY LIQUIDATION PURPOSES. 
(a) EXAMINATIONS
FOR
INSURANCE
AND
RESOLUTION
PUR-
POSES.—Section 10(b)(3) of the Federal Deposit Insurance Act (12 
U.S.C. 1820(b)(3)) is amended— 
(1) by striking ‘‘In addition’’ and inserting the following: 
‘‘(A) IN GENERAL.—In addition’’; and 
(2) by striking ‘‘whenever the board of directors determines’’ 
and all that follows through the period and inserting the fol-
lowing: ‘‘or nonbank financial company supervised by the Board 
of Governors or a bank holding company described in section 
Definition. 
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124 STAT. 1439 
PUBLIC LAW 111–203—JULY 21, 2010 
165(a) of the Financial Stability Act of 2010, whenever the 
Board of Directors determines that a special examination of 
any such depository institution is necessary to determine the 
condition of such depository institution for insurance purposes, 
or of such nonbank financial company supervised by the Board 
of Governors or bank holding company described in section 
165(a) of the Financial Stability Act of 2010, for the purpose 
of implementing its authority to provide for orderly liquidation 
of any such company under title II of that Act, provided that 
such authority may not be used with respect to any such 
company that is in a generally sound condition. 
‘‘(B) LIMITATION.—Before conducting a special exam-
ination of a nonbank financial company supervised by the 
Board of Governors or a bank holding company described 
in section 165(a) of the Financial Stability Act of 2010, 
the Corporation shall review any available and acceptable 
resolution plan that the company has submitted in accord-
ance with section 165(d) of that Act, consistent with the 
nonbinding effect of such plan, and available reports of 
examination, and shall coordinate to the maximum extent 
practicable with the Board of Governors, in order to mini-
mize duplicative or conflicting examinations.’’. 
(b) ENFORCEMENT AUTHORITY.—Section 8(t) of the Federal 
Deposit Insurance Act (12 U.S.C. 1818(t)) is amended— 
(1) in paragraph (1), by inserting ‘‘, any depository institu-
tion holding company,’’ before ‘‘or any institution-affiliated 
party’’; 
(2) in paragraph (2)— 
(A) by striking ‘‘or’’ at the end of subparagraph (B); 
(B) at the end of subparagraph (C), by striking the 
period and inserting ‘‘or’’; and 
(C) by inserting at the end the following new subpara-
graph: 
‘‘(D) the conduct or threatened conduct (including any 
acts or omissions) of the depository institution holding com-
pany poses a risk to the Deposit Insurance Fund, provided 
that such authority may not be used with respect to a 
depository institution holding company that is in generally 
sound condition and whose conduct does not pose a foresee-
able and material risk of loss to the Deposit Insurance 
Fund;’’; and 
(3) by adding at the end the following: 
‘‘(6) POWERS
AND
DUTIES
WITH
RESPECT
TO
DEPOSITORY 
INSTITUTION HOLDING COMPANIES.—For purposes of exercising 
the backup authority provided in this subsection— 
‘‘(A) the Corporation shall have the same powers with 
respect to a depository institution holding company and 
its affiliates as the appropriate Federal banking agency 
has with respect to the holding company and its affiliates; 
and 
‘‘(B) the holding company and its affiliates shall have 
the same duties and obligations with respect to the Cor-
poration as the holding company and its affiliates have 
with respect to the appropriate Federal banking agency.’’. 
(c) RULE OF CONSTRUCTION.—Nothing in this Act shall be con-
strued to limit or curtail the Corporation’s current authority to 
12 USC 5372. 
Review. 
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124 STAT. 1440 
PUBLIC LAW 111–203—JULY 21, 2010 
examine or bring enforcement actions with respect to any insured 
depository institution or institution-affiliated party. 
SEC. 173. ACCESS TO UNITED STATES FINANCIAL MARKET BY FOREIGN 
INSTITUTIONS. 
(a) ESTABLISHMENT OF FOREIGN BANK OFFICES IN THE UNITED 
STATES.—Section 7(d)(3) of the International Banking Act of 1978 
(12 U.S.C. 3105(d)(3)) is amended— 
(1) in subparagraph (C), by striking ‘‘and’’ at the end; 
(2) in subparagraph (D), by striking the period at the 
end of and inserting ‘‘; and’’; and 
(3) by adding at the end the following new subparagraph: 
‘‘(E) for a foreign bank that presents a risk to the 
stability of United States financial system, whether the 
home country of the foreign bank has adopted, or is making 
demonstrable progress toward adopting, an appropriate 
system of financial regulation for the financial system of 
such home country to mitigate such risk.’’. 
(b) TERMINATION OF FOREIGN BANK OFFICES IN THE UNITED 
STATES.—Section 7(e)(1) of the International Banking Act of 1978 
(12 U.S.C. 3105(e)(1)) is amended— 
(1) in subparagraph (A), by striking ‘‘or’’ at the end; 
(2) in subparagraph (B), by striking the period at the 
end of and inserting ‘‘; or’’; and 
(3) by inserting after subparagraph (B), the following new 
subparagraph: 
‘‘(C) for a foreign bank that presents a risk to the 
stability of the United States financial system, the home 
country of the foreign bank has not adopted, or made 
demonstrable progress toward adopting, an appropriate 
system of financial regulation to mitigate such risk.’’. 
(c) REGISTRATION OR SUCCESSION TO A UNITED STATES BROKER 
OR DEALER
AND TERMINATION
OF SUCH REGISTRATION.—Section 
15 of the Securities Exchange Act of 1934 (15 U.S.C. 78o) is 
amended by adding at the end the following new subsections: 
‘‘(k) REGISTRATION OR SUCCESSION TO A UNITED STATES BROKER 
OR DEALER.—In determining whether to permit a foreign person 
or an affiliate of a foreign person to register as a United States 
broker or dealer, or succeed to the registration of a United States 
broker or dealer, the Commission may consider whether, for a 
foreign person, or an affiliate of a foreign person that presents 
a risk to the stability of the United States financial system, the 
home country of the foreign person has adopted, or made demon-
strable progress toward adopting, an appropriate system of financial 
regulation to mitigate such risk. 
‘‘(l) TERMINATION OF A UNITED STATES BROKER OR DEALER.— 
For a foreign person or an affiliate of a foreign person that presents 
such a risk to the stability of the United States financial system, 
the Commission may determine to terminate the registration of 
such foreign person or an affiliate of such foreign person as a 
broker or dealer in the United States, if the Commission determines 
that the home country of the foreign person has not adopted, 
or made demonstrable progress toward adopting, an appropriate 
system of financial regulation to mitigate such risk.’’. 
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124 STAT. 1441 
PUBLIC LAW 111–203—JULY 21, 2010 
SEC. 174. STUDIES AND REPORTS ON HOLDING COMPANY CAPITAL 
REQUIREMENTS. 
(a) STUDY OF HYBRID CAPITAL INSTRUMENTS.—The Comptroller 
General of the United States, in consultation with the Board of 
Governors, the Comptroller of the Currency, and the Corporation, 
shall conduct a study of the use of hybrid capital instruments 
as a component of Tier 1 capital for banking institutions and 
bank holding companies. The study shall consider— 
(1) the current use of hybrid capital instruments, such 
as trust preferred shares, as a component of Tier 1 capital; 
(2) the differences between the components of capital per-
mitted for insured depository institutions and those permitted 
for companies that control insured depository institutions; 
(3) the benefits and risks of allowing such instruments 
to be used to comply with Tier 1 capital requirements; 
(4) the economic impact of prohibiting the use of such 
capital instruments for Tier 1; 
(5) a review of the consequences of disqualifying trust 
preferred instruments, and whether it could lead to the failure 
or undercapitalization of existing banking organizations; 
(6) the international competitive implications prohibiting 
hybrid capital instruments for Tier 1; 
(7) the impact on the cost and availability of credit in 
the United States from such a prohibition; 
(8) the availability of capital for financial institutions with 
less than $10,000,000,000 in total assets; and 
(9) any other relevant factors relating to the safety and 
soundness of our financial system and potential economic 
impact of such a prohibition. 
(b) STUDY OF FOREIGN BANK INTERMEDIATE HOLDING COMPANY 
CAPITAL REQUIREMENTS.—The Comptroller General of the United 
States, in consultation with the Secretary, the Board of Governors, 
the Comptroller of the Currency, and the Corporation, shall conduct 
a study of capital requirements applicable to United States inter-
mediate holding companies of foreign banks that are bank holding 
companies or savings and loan holding companies. The study shall 
consider— 
(1) current Board of Governors policy regarding the treat-
ment of intermediate holding companies; 
(2) the principle of national treatment and equality of 
competitive opportunity for foreign banks operating in the 
United States; 
(3) the extent to which foreign banks are subject on a 
consolidated basis to home country capital standards com-
parable to United States capital standards; 
(4) potential effects on United States banking organizations 
operating abroad of changes to United States policy regarding 
intermediate holding companies; 
(5) the impact on the cost and availability of credit in 
the United States from a change in United States policy 
regarding intermediate holding companies; and 
(6) any other relevant factors relating to the safety and 
soundness of our financial system and potential economic 
impact of such a prohibition. 
(c) REPORT.—Not later than 18 months after the date of enact-
ment of this Act, the Comptroller General of the United States 
shall submit reports to the Committee on Banking, Housing, and 
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124 STAT. 1442 
PUBLIC LAW 111–203—JULY 21, 2010 
Urban Affairs of the Senate and the Committee on Financial Serv-
ices of the House of Representatives summarizing the results of 
the studies required under subsection (a). The reports shall include 
specific recommendations for legislative or regulatory action 
regarding the treatment of hybrid capital instruments, including 
trust preferred shares, and shall explain the basis for such rec-
ommendations. 
SEC. 175. INTERNATIONAL POLICY COORDINATION. 
(a) BY THE PRESIDENT.—The President, or a designee of the 
President, may coordinate through all available international policy 
channels, similar policies as those found in United States law 
relating to limiting the scope, nature, size, scale, concentration, 
and interconnectedness of financial companies, in order to protect 
financial stability and the global economy. 
(b) BY THE COUNCIL.—The Chairperson of the Council, in con-
sultation with the other members of the Council, shall regularly 
consult with the financial regulatory entities and other appropriate 
organizations of foreign governments or international organizations 
on matters relating to systemic risk to the international financial 
system. 
(c) BY THE BOARD OF GOVERNORS AND THE SECRETARY.—The 
Board of Governors and the Secretary shall consult with their 
foreign counterparts and through appropriate multilateral organiza-
tions to encourage comprehensive and robust prudential supervision 
and regulation for all highly leveraged and interconnected financial 
companies. 
SEC. 176. RULE OF CONSTRUCTION. 
No regulation or standard imposed under this title may be 
construed in a manner that would lessen the stringency of the 
requirements of any applicable primary financial regulatory agency 
or any other Federal or State agency that are otherwise applicable. 
This title, and the rules and regulations or orders prescribed pursu-
ant to this title, do not divest any such agency of any authority 
derived from any other applicable law. 
TITLE II—ORDERLY LIQUIDATION 
AUTHORITY 
SEC. 201. DEFINITIONS. 
(a) IN GENERAL.—In this title, the following definitions shall 
apply: 
(1) ADMINISTRATIVE EXPENSES OF THE RECEIVER.—The term 
‘‘administrative expenses of the receiver’’ includes— 
(A) the actual, necessary costs and expenses incurred 
by the Corporation as receiver for a covered financial com-
pany in liquidating a covered financial company; and 
(B) any obligations that the Corporation as receiver 
for a covered financial company determines are necessary 
and appropriate to facilitate the smooth and orderly liq-
uidation of the covered financial company. 
(2) BANKRUPTCY
CODE.—The term ‘‘Bankruptcy Code’’ 
means title 11, United States Code. 
(3) BRIDGE FINANCIAL COMPANY.—The term ‘‘bridge finan-
cial company’’ means a new financial company organized by 
12 USC 5381. 
12 USC 5374. 
Consultation. 
12 USC 5373. 
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124 STAT. 1443 
PUBLIC LAW 111–203—JULY 21, 2010 
the Corporation in accordance with section 210(h) for the pur-
pose of resolving a covered financial company. 
(4) CLAIM.—The term ‘‘claim’’ means any right to payment, 
whether or not such right is reduced to judgment, liquidated, 
unliquidated, fixed, contingent, matured, unmatured, disputed, 
undisputed, legal, equitable, secured, or unsecured. 
(5) COMPANY.—The term ‘‘company’’ has the same meaning 
as in section 2(b) of the Bank Holding Company Act of 1956 
(12 U.S.C. 1841(b)), except that such term includes any com-
pany described in paragraph (11), the majority of the securities 
of which are owned by the United States or any State. 
(6) COURT.—The term ‘‘Court’’ means the United States 
District Court for the District of Columbia, unless the context 
otherwise requires. 
(7) COVERED
BROKER
OR
DEALER.—The term ‘‘covered 
broker or dealer’’ means a covered financial company that is 
a broker or dealer that— 
(A) is registered with the Commission under section 
15(b) of the Securities Exchange Act of 1934 (15 U.S.C. 
78o(b)); and 
(B) is a member of SIPC. 
(8) COVERED
FINANCIAL
COMPANY.—The term ‘‘covered 
financial company’’— 
(A) means a financial company for which a determina-
tion has been made under section 203(b); and 
(B) does not include an insured depository institution. 
(9) COVERED SUBSIDIARY.—The term ‘‘covered subsidiary’’ 
means a subsidiary of a covered financial company, other 
than— 
(A) an insured depository institution; 
(B) an insurance company; or 
(C) a covered broker or dealer. 
(10) DEFINITIONS
RELATING
TO
COVERED
BROKERS
AND 
DEALERS.—The terms ‘‘customer’’, ‘‘customer name securities’’, 
‘‘customer property’’, and ‘‘net equity’’ in the context of a covered 
broker or dealer, have the same meanings as in section 16 
of the Securities Investor Protection Act of 1970 (15 U.S.C. 
78lll). 
(11) FINANCIAL COMPANY.—The term ‘‘financial company’’ 
means any company that— 
(A) is incorporated or organized under any provision 
of Federal law or the laws of any State; 
(B) is— 
(i) a bank holding company, as defined in section 
2(a) of the Bank Holding Company Act of 1956 (12 
U.S.C. 1841(a)); 
(ii) a nonbank financial company supervised by 
the Board of Governors; 
(iii) any company that is predominantly engaged 
in activities that the Board of Governors has deter-
mined are financial in nature or incidental thereto 
for purposes of section 4(k) of the Bank Holding Com-
pany Act of 1956 (12 U.S.C. 1843(k)) other than a 
company described in clause (i) or (ii); or 
(iv) any subsidiary of any company described in 
any of clauses (i) through (iii) that is predominantly 
engaged in activities that the Board of Governors has 
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124 STAT. 1444 
PUBLIC LAW 111–203—JULY 21, 2010 
determined are financial in nature or incidental thereto 
for purposes of section 4(k) of the Bank Holding Com-
pany Act of 1956 (12 U.S.C. 1843(k)) (other than a 
subsidiary that is an insured depository institution 
or an insurance company); and 
(C) is not a Farm Credit System institution chartered 
under and subject to the provisions of the Farm Credit 
Act of 1971, as amended (12 U.S.C. 2001 et seq.), a govern-
mental entity, or a regulated entity, as defined under sec-
tion 1303(20) of the Federal Housing Enterprises Financial 
Safety and Soundness Act of 1992 (12 U.S.C. 4502(20)). 
(12) FUND.—The term ‘‘Fund’’ means the Orderly Liquida-
tion Fund established under section 210(n). 
(13) INSURANCE COMPANY.—The term ‘‘insurance company’’ 
means any entity that is— 
(A) engaged in the business of insurance; 
(B) subject to regulation by a State insurance regulator; 
and 
(C) covered by a State law that is designed to specifi-
cally deal with the rehabilitation, liquidation, or insolvency 
of an insurance company. 
(14) NONBANK FINANCIAL COMPANY.—The term ‘‘nonbank 
financial company’’ has the same meaning as in section 
102(a)(4)(C). 
(15) NONBANK
FINANCIAL
COMPANY
SUPERVISED
BY
THE 
BOARD OF GOVERNORS.—The term ‘‘nonbank financial company 
supervised by the Board of Governors’’ has the same meaning 
as in section 102(a)(4)(D). 
(16) SIPC.—The term ‘‘SIPC’’ means the Securities Investor 
Protection Corporation. 
(b) DEFINITIONAL CRITERIA.—For purpose of the definition of 
the term ‘‘financial company’’ under subsection (a)(11), no company 
shall be deemed to be predominantly engaged in activities that 
the Board of Governors has determined are financial in nature 
or incidental thereto for purposes of section 4(k) of the Bank Holding 
Company Act of 1956 (12 U.S.C. 1843(k)), if the consolidated reve-
nues of such company from such activities constitute less than 
85 percent of the total consolidated revenues of such company, 
as the Corporation, in consultation with the Secretary, shall estab-
lish by regulation. In determining whether a company is a financial 
company under this title, the consolidated revenues derived from 
the ownership or control of a depository institution shall be 
included. 
SEC. 202. JUDICIAL REVIEW. 
(a) COMMENCEMENT OF ORDERLY LIQUIDATION.— 
(1) PETITION TO DISTRICT COURT.— 
(A) DISTRICT COURT REVIEW.— 
(i) PETITION TO DISTRICT COURT.—Subsequent to 
a determination by the Secretary under section 203 
that a financial company satisfies the criteria in section 
203(b), the Secretary shall notify the Corporation and 
the covered financial company. If the board of directors 
(or body performing similar functions) of the covered 
financial company acquiesces or consents to the 
appointment of the Corporation as receiver, the Sec-
retary shall appoint the Corporation as receiver. If 
Appointment. 
Notification. 
12 USC 5382. 
Regulations. 
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124 STAT. 1445 
PUBLIC LAW 111–203—JULY 21, 2010 
the board of directors (or body performing similar func-
tions) of the covered financial company does not 
acquiesce or consent to the appointment of the Corpora-
tion as receiver, the Secretary shall petition the United 
States District Court for the District of Columbia for 
an order authorizing the Secretary to appoint the Cor-
poration as receiver. 
(ii) FORM AND CONTENT OF ORDER.—The Secretary 
shall present all relevant findings and the rec-
ommendation made pursuant to section 203(a) to the 
Court. The petition shall be filed under seal. 
(iii) DETERMINATION.—On a strictly confidential 
basis, and without any prior public disclosure, the 
Court, after notice to the covered financial company 
and a hearing in which the covered financial company 
may oppose the petition, shall determine whether the 
determination of the Secretary that the covered finan-
cial company is in default or in danger of default 
and satisfies the definition of a financial company 
under section 201(a)(11) is arbitrary and capricious. 
(iv) ISSUANCE OF ORDER.—If the Court determines 
that the determination of the Secretary that the cov-
ered financial company is in default or in danger of 
default and satisfies the definition of a financial com-
pany under section 201(a)(11)— 
(I) is not arbitrary and capricious, the Court 
shall issue an order immediately authorizing the 
Secretary to appoint the Corporation as receiver 
of the covered financial company; or 
(II) is arbitrary and capricious, the Court shall 
immediately provide to the Secretary a written 
statement of each reason supporting its determina-
tion, and afford the Secretary an immediate oppor-
tunity to amend and refile the petition under 
clause (i). 
(v) PETITION GRANTED BY OPERATION OF LAW.— 
If the Court does not make a determination within 
24 hours of receipt of the petition— 
(I) the petition shall be granted by operation 
of law; 
(II) the Secretary shall appoint the Corpora-
tion as receiver; and 
(III) liquidation under this title shall auto-
matically and without further notice or action be 
commenced and the Corporation may immediately 
take all actions authorized under this title. 
(B) EFFECT OF DETERMINATION.—The determination of 
the Court under subparagraph (A) shall be final, and shall 
be subject to appeal only in accordance with paragraph 
(2). The decision shall not be subject to any stay or injunc-
tion pending appeal. Upon conclusion of its proceedings 
under subparagraph (A), the Court shall provide imme-
diately for the record a written statement of each reason 
supporting the decision of the Court, and shall provide 
copies thereof to the Secretary and the covered financial 
company. 
Records. 
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124 STAT. 1446 
PUBLIC LAW 111–203—JULY 21, 2010 
(C) CRIMINAL PENALTIES.—A person who recklessly dis-
closes a determination of the Secretary under section 203(b) 
or a petition of the Secretary under subparagraph (A), 
or the pendency of court proceedings as provided for under 
subparagraph (A), shall be fined not more than 250,000, 
or imprisoned for not more than 5 years, or both. 
(2) APPEAL OF DECISIONS OF THE DISTRICT COURT.— 
(A) APPEAL TO COURT OF APPEALS.— 
(i) IN GENERAL.—Subject to clause (ii), the United 
States Court of Appeals for the District of Columbia 
Circuit shall have jurisdiction of an appeal of a final 
decision of the Court filed by the Secretary or a covered 
financial company, through its board of directors, not-
withstanding section 210(a)(1)(A)(i), not later than 30 
days after the date on which the decision of the Court 
is rendered or deemed rendered under this subsection. 
(ii) CONDITION
OF
JURISDICTION.—The Court of 
Appeals shall have jurisdiction of an appeal by a cov-
ered financial company only if the covered financial 
company did not acquiesce or consent to the appoint-
ment of a receiver by the Secretary under paragraph 
(1)(A). 
(iii) EXPEDITION.—The Court of Appeals shall con-
sider any appeal under this subparagraph on an expe-
dited basis. 
(iv) SCOPE OF REVIEW.—For an appeal taken under 
this subparagraph, review shall be limited to whether 
the determination of the Secretary that a covered 
financial company is in default or in danger of default 
and satisfies the definition of a financial company 
under section 201(a)(11) is arbitrary and capricious. 
(B) APPEAL TO THE SUPREME COURT.— 
(i) IN GENERAL.—A petition for a writ of certiorari 
to review a decision of the Court of Appeals under 
subparagraph (A) may be filed by the Secretary or 
the covered financial company, through its board of 
directors, notwithstanding section 210(a)(1)(A)(i), with 
the Supreme Court of the United States, not later 
than 30 days after the date of the final decision of 
the Court of Appeals, and the Supreme Court shall 
have discretionary jurisdiction to review such decision. 
(ii) WRITTEN STATEMENT.—In the event of a peti-
tion under clause (i), the Court of Appeals shall imme-
diately provide for the record a written statement of 
each reason for its decision. 
(iii) EXPEDITION.—The Supreme Court shall con-
sider any petition under this subparagraph on an expe-
dited basis. 
(iv) SCOPE OF REVIEW.—Review by the Supreme 
Court under this subparagraph shall be limited to 
whether the determination of the Secretary that the 
covered financial company is in default or in danger 
of default and satisfies the definition of a financial 
company under section 201(a)(11) is arbitrary and 
capricious. 
(b) ESTABLISHMENT AND TRANSMITTAL OF RULES AND PROCE-
DURES.— 
Records. 
Deadline. 
Deadline. 
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124 STAT. 1447 
PUBLIC LAW 111–203—JULY 21, 2010 
(1) IN GENERAL.—Not later than 6 months after the date 
of enactment of this Act, the Court shall establish such rules 
and procedures as may be necessary to ensure the orderly 
conduct of proceedings, including rules and procedures to 
ensure that the 24-hour deadline is met and that the Secretary 
shall have an ongoing opportunity to amend and refile petitions 
under subsection (a)(1). 
(2) PUBLICATION
OF
RULES.—The rules and procedures 
established under paragraph (1), and any modifications of such 
rules and procedures, shall be recorded and shall be transmitted 
to— 
(A) the Committee on the Judiciary of the Senate; 
(B) the Committee on Banking, Housing, and Urban 
Affairs of the Senate; 
(C) the Committee on the Judiciary of the House of 
Representatives; and 
(D) the Committee on Financial Services of the House 
of Representatives. 
(c) PROVISIONS APPLICABLE TO FINANCIAL COMPANIES.— 
(1) BANKRUPTCY CODE.—Except as provided in this sub-
section, the provisions of the Bankruptcy Code and rules issued 
thereunder or otherwise applicable insolvency law, and not 
the provisions of this title, shall apply to financial companies 
that are not covered financial companies for which the Corpora-
tion has been appointed as receiver. 
(2) THIS TITLE.—The provisions of this title shall exclusively 
apply to and govern all matters relating to covered financial 
companies for which the Corporation is appointed as receiver, 
and no provisions of the Bankruptcy Code or the rules issued 
thereunder shall apply in such cases, except as expressly pro-
vided in this title. 
(d) TIME LIMIT ON RECEIVERSHIP AUTHORITY.— 
(1) BASELINE PERIOD.—Any appointment of the Corporation 
as receiver under this section shall terminate at the end of 
the 3-year period beginning on the date on which such appoint-
ment is made. 
(2) EXTENSION OF TIME LIMIT.—The time limit established 
in paragraph (1) may be extended by the Corporation for up 
to 1 additional year, if the Chairperson of the Corporation 
determines and certifies in writing to the Committee on 
Banking, Housing, and Urban Affairs of the Senate and the 
Committee on Financial Services of the House of Representa-
tives that continuation of the receivership is necessary— 
(A) to— 
(i) maximize the net present value return from 
the sale or other disposition of the assets of the covered 
financial company; or 
(ii) minimize the amount of loss realized upon 
the sale or other disposition of the assets of the covered 
financial company; and 
(B) to protect the stability of the financial system of 
the United States. 
(3) SECOND EXTENSION OF TIME LIMIT.— 
(A) IN GENERAL.—The time limit under this subsection, 
as extended under paragraph (2), may be extended for 
Certification. 
Deadline. 
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124 STAT. 1448 
PUBLIC LAW 111–203—JULY 21, 2010 
up to 1 additional year, if the Chairperson of the Corpora-
tion, with the concurrence of the Secretary, submits the 
certifications described in paragraph (2). 
(B) ADDITIONAL REPORT REQUIRED.—Not later than 30 
days after the date of commencement of the extension 
under subparagraph (A), the Corporation shall submit a 
report to the Committee on Banking, Housing, and Urban 
Affairs of the Senate and the Committee on Financial Serv-
ices of the House of Representatives describing the need 
for the extension and the specific plan of the Corporation 
to conclude the receivership before the end of the second 
extension. 
(4) ONGOING LITIGATION.—The time limit under this sub-
section, as extended under paragraph (3), may be further 
extended solely for the purpose of completing ongoing litigation 
in which the Corporation as receiver is a party, provided that 
the appointment of the Corporation as receiver shall terminate 
not later than 90 days after the date of completion of such 
litigation, if— 
(A) the Council determines that the Corporation used 
its best efforts to conclude the receivership in accordance 
with its plan before the end of the time limit described 
in paragraph (3); 
(B) the Council determines that the completion of 
longer-term responsibilities in the form of ongoing litigation 
justifies the need for an extension; and 
(C) the Corporation submits a report approved by the 
Council not later than 30 days after the date of the deter-
minations by the Council under subparagraphs (A) and 
(B) to the Committee on Banking, Housing, and Urban 
Affairs of the Senate and the Committee on Financial Serv-
ices of the House of Representatives, describing— 
(i) the ongoing litigation justifying the need for 
an extension; and 
(ii) the specific plan of the Corporation to complete 
the litigation and conclude the receivership. 
(5) REGULATIONS.—The Corporation may issue regulations 
governing the termination of receiverships under this title. 
(6) NO LIABILITY.—The Corporation and the Deposit Insur-
ance Fund shall not be liable for unresolved claims arising 
from the receivership after the termination of the receivership. 
(e) STUDY OF BANKRUPTCY AND ORDERLY LIQUIDATION PROCESS 
FOR FINANCIAL COMPANIES.— 
(1) STUDY.— 
(A) IN
GENERAL.—The Administrative Office of the 
United States Courts and the Comptroller General of the 
United States shall each monitor the activities of the Court, 
and each such Office shall conduct separate studies 
regarding the bankruptcy and orderly liquidation process 
for financial companies under the Bankruptcy Code. 
(B) ISSUES TO BE STUDIED.—In conducting the study 
under subparagraph (A), the Administrative Office of the 
United States Courts and the Comptroller General of the 
United States each shall evaluate— 
(i) the effectiveness of chapter 7 or chapter 11 
of the Bankruptcy Code in facilitating the orderly liq-
uidation or reorganization of financial companies; 
Evaluation. 
Reports. 
Deadline. 
Deadline. 
Termination 
date. 
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124 STAT. 1449 
PUBLIC LAW 111–203—JULY 21, 2010 
(ii) ways to maximize the efficiency and effective-
ness of the Court; and 
(iii) ways to make the orderly liquidation process 
under the Bankruptcy Code for financial companies 
more effective. 
(2) REPORTS.—Not later than 1 year after the date of enact-
ment of this Act, in each successive year until the third year, 
and every fifth year after that date of enactment, the Adminis-
trative Office of the United States Courts and the Comptroller 
General of the United States shall submit to the Committee 
on Banking, Housing, and Urban Affairs and the Committee 
on the Judiciary of the Senate and the Committee on Financial 
Services and the Committee on the Judiciary of the House 
of Representatives separate reports summarizing the results 
of the studies conducted under paragraph (1). 
(f) STUDY OF INTERNATIONAL COORDINATION RELATING TO BANK-
RUPTCY PROCESS FOR FINANCIAL COMPANIES.— 
(1) STUDY.— 
(A) IN
GENERAL.—The Comptroller General of the 
United States shall conduct a study regarding international 
coordination relating to the orderly liquidation of financial 
companies under the Bankruptcy Code. 
(B) ISSUES TO BE STUDIED.—In conducting the study 
under subparagraph (A), the Comptroller General of the 
United States shall evaluate, with respect to the bank-
ruptcy process for financial companies— 
(i) the extent to which international coordination 
currently exists; 
(ii) current mechanisms and structures for facili-
tating international cooperation; 
(iii) barriers to effective international coordination; 
and 
(iv) ways to increase and make more effective 
international coordination. 
(2) REPORT.—Not later than 1 year after the date of enact-
ment of this Act, the Comptroller General of the United States 
shall submit to the Committee on Banking, Housing, and Urban 
Affairs and the Committee on the Judiciary of the Senate 
and the Committee on Financial Services and the Committee 
on the Judiciary of the House of Representatives and the Sec-
retary a report summarizing the results of the study conducted 
under paragraph (1). 
(g) STUDY OF PROMPT CORRECTIVE ACTION IMPLEMENTATION 
BY THE APPROPRIATE FEDERAL AGENCIES.— 
(1) STUDY.—The Comptroller General of the United States 
shall conduct a study regarding the implementation of prompt 
corrective action by the appropriate Federal banking agencies. 
(2) ISSUES TO BE STUDIED.—In conducting the study under 
paragraph (1), the Comptroller General shall evaluate— 
(A) the effectiveness of implementation of prompt 
corrective action by the appropriate Federal banking agen-
cies and the resolution of insured depository institutions 
by the Corporation; and 
(B) ways to make prompt corrective action a more 
effective tool to resolve the insured depository institutions 
at the least possible long-term cost to the Deposit Insurance 
Fund. 
Evaluation. 
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124 STAT. 1450 
PUBLIC LAW 111–203—JULY 21, 2010 
(3) REPORT TO COUNCIL.—Not later than 1 year after the 
date of enactment of this Act, the Comptroller General shall 
submit a report to the Council on the results of the study 
conducted under this subsection. 
(4) COUNCIL REPORT OF ACTION.—Not later than 6 months 
after the date of receipt of the report from the Comptroller 
General under paragraph (3), the Council shall submit a report 
to the Committee on Banking, Housing, and Urban Affairs 
of the Senate and the Committee on Financial Services of 
the House of Representatives on actions taken in response 
to the report, including any recommendations made to the 
Federal primary financial regulatory agencies under section 
120. 
SEC. 203. SYSTEMIC RISK DETERMINATION. 
(a) WRITTEN RECOMMENDATION AND DETERMINATION.— 
(1) VOTE REQUIRED.— 
(A) IN GENERAL.—On their own initiative, or at the 
request of the Secretary, the Corporation and the Board 
of Governors shall consider whether to make a written 
recommendation described in paragraph (2) with respect 
to whether the Secretary should appoint the Corporation 
as receiver for a financial company. Such recommendation 
shall be made upon a vote of not fewer than 2⁄3 of the 
members of the Board of Governors then serving and 2⁄3 
of the members of the board of directors of the Corporation 
then serving. 
(B) CASES INVOLVING BROKERS OR DEALERS.—In the 
case of a broker or dealer, or in which the largest United 
States subsidiary (as measured by total assets as of the 
end of the previous calendar quarter) of a financial com-
pany is a broker or dealer, the Commission and the Board 
of Governors, at the request of the Secretary, or on their 
own initiative, shall consider whether to make the written 
recommendation described in paragraph (2) with respect 
to the financial company. Subject to the requirements in 
paragraph (2), such recommendation shall be made upon 
a vote of not fewer than 2⁄3 of the members of the Board 
of Governors then serving and 2⁄3 of the members of the 
Commission then serving, and in consultation with the 
Corporation. 
(C) CASES INVOLVING INSURANCE COMPANIES.—In the 
case of an insurance company, or in which the largest 
United States subsidiary (as measured by total assets as 
of the end of the previous calendar quarter) of a financial 
company is an insurance company, the Director of the 
Federal Insurance Office and the Board of Governors, at 
the request of the Secretary or on their own initiative, 
shall consider whether to make the written recommenda-
tion described in paragraph (2) with respect to the financial 
company. Subject to the requirements in paragraph (2), 
such recommendation shall be made upon a vote of not 
fewer than 2⁄3 of the Board of Governors then serving 
and the affirmative approval of the Director of the Federal 
Insurance Office, and in consultation with the Corporation. 
(2) 
RECOMMENDATION
REQUIRED.—Any 
written 
rec-
ommendation pursuant to paragraph (1) shall contain— 
12 USC 5383. 
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124 STAT. 1451 
PUBLIC LAW 111–203—JULY 21, 2010 
(A) an evaluation of whether the financial company 
is in default or in danger of default; 
(B) a description of the effect that the default of the 
financial company would have on financial stability in the 
United States; 
(C) a description of the effect that the default of the 
financial company would have on economic conditions or 
financial stability for low income, minority, or underserved 
communities; 
(D) a recommendation regarding the nature and the 
extent of actions to be taken under this title regarding 
the financial company; 
(E) an evaluation of the likelihood of a private sector 
alternative to prevent the default of the financial company; 
(F) an evaluation of why a case under the Bankruptcy 
Code is not appropriate for the financial company; 
(G) an evaluation of the effects on creditors, counter-
parties, and shareholders of the financial company and 
other market participants; and 
(H) an evaluation of whether the company satisfies 
the definition of a financial company under section 201. 
(b) DETERMINATION BY THE SECRETARY.—Notwithstanding any 
other provision of Federal or State law, the Secretary shall take 
action in accordance with section 202(a)(1)(A), if, upon the written 
recommendation under subsection (a), the Secretary (in consultation 
with the President) determines that— 
(1) the financial company is in default or in danger of 
default; 
(2) the failure of the financial company and its resolution 
under otherwise applicable Federal or State law would have 
serious adverse effects on financial stability in the United 
States; 
(3) no viable private sector alternative is available to pre-
vent the default of the financial company; 
(4) any effect on the claims or interests of creditors, counter-
parties, and shareholders of the financial company and other 
market participants as a result of actions to be taken under 
this title is appropriate, given the impact that any action taken 
under this title would have on financial stability in the United 
States; 
(5) any action under section 204 would avoid or mitigate 
such adverse effects, taking into consideration the effectiveness 
of the action in mitigating potential adverse effects on the 
financial system, the cost to the general fund of the Treasury, 
and the potential to increase excessive risk taking on the part 
of creditors, counterparties, and shareholders in the financial 
company; 
(6) a Federal regulatory agency has ordered the financial 
company to convert all of its convertible debt instruments that 
are subject to the regulatory order; and 
(7) the company satisfies the definition of a financial com-
pany under section 201. 
(c) DOCUMENTATION AND REVIEW.— 
(1) IN GENERAL.—The Secretary shall— 
(A) document any determination under subsection (b); 
(B) retain the documentation for review under para-
graph (2); and 
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124 STAT. 1452 
PUBLIC LAW 111–203—JULY 21, 2010 
(C) notify the covered financial company and the Cor-
poration of such determination. 
(2) REPORT TO CONGRESS.—Not later than 24 hours after 
the date of appointment of the Corporation as receiver for 
a covered financial company, the Secretary shall provide written 
notice of the recommendations and determinations reached in 
accordance with subsections (a) and (b) to the Majority Leader 
and the Minority Leader of the Senate and the Speaker and 
the Minority Leader of the House of Representatives, the Com-
mittee on Banking, Housing, and Urban Affairs of the Senate, 
and the Committee on Financial Services of the House of Rep-
resentatives, which shall consist of a summary of the basis 
for the determination, including, to the extent available at 
the time of the determination— 
(A) the size and financial condition of the covered 
financial company; 
(B) the sources of capital and credit support that were 
available to the covered financial company; 
(C) the operations of the covered financial company 
that could have had a significant impact on financial sta-
bility, markets, or both; 
(D) identification of the banks and financial companies 
which may be able to provide the services offered by the 
covered financial company; 
(E) any potential international ramifications of resolu-
tion of the covered financial company under other 
applicable insolvency law; 
(F) an estimate of the potential effect of the resolution 
of the covered financial company under other applicable 
insolvency law on the financial stability of the United 
States; 
(G) the potential effect of the appointment of a receiver 
by the Secretary on consumers; 
(H) the potential effect of the appointment of a receiver 
by the Secretary on the financial system, financial markets, 
and banks and other financial companies; and 
(I) whether resolution of the covered financial company 
under other applicable insolvency law would cause banks 
or other financial companies to experience severe liquidity 
distress. 
(3) REPORTS TO CONGRESS AND THE PUBLIC.— 
(A) IN GENERAL.—Not later than 60 days after the 
date of appointment of the Corporation as receiver for 
a covered financial company, the Corporation shall file 
a report with the Committee on Banking, Housing, and 
Urban Affairs of the Senate and the Committee on Finan-
cial Services of the House of Representatives— 
(i) setting forth information on the financial condi-
tion of the covered financial company as of the date 
of the appointment, including a description of its assets 
and liabilities; 
(ii) describing the plan of, and actions taken by, 
the Corporation to wind down the covered financial 
company; 
(iii) explaining each instance in which the Corpora-
tion waived any applicable requirements of part 366 
Notification. 
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124 STAT. 1453 
PUBLIC LAW 111–203—JULY 21, 2010 
of title 12, Code of Federal Regulations (or any suc-
cessor thereto) with respect to conflicts of interest by 
any person in the private sector who was retained 
to provide services to the Corporation in connection 
with such receivership; 
(iv) describing the reasons for the provision of any 
funding to the receivership out of the Fund; 
(v) setting forth the expected costs of the orderly 
liquidation of the covered financial company; 
(vi) setting forth the identity of any claimant that 
is treated in a manner different from other similarly 
situated claimants under subsection (b)(4), (d)(4), or 
(h)(5)(E), the amount of any additional payment to 
such claimant under subsection (d)(4), and the reason 
for any such action; and 
(vii) which report the Corporation shall publish 
on an online website maintained by the Corporation, 
subject to maintaining appropriate confidentiality. 
(B) AMENDMENTS.—The Corporation shall, on a timely 
basis, not less frequently than quarterly, amend or revise 
and resubmit the reports prepared under this paragraph, 
as necessary. 
(C) CONGRESSIONAL TESTIMONY.—The Corporation and 
the primary financial regulatory agency, if any, of the 
financial company for which the Corporation was appointed 
receiver under this title shall appear before Congress, if 
requested, not later than 30 days after the date on which 
the Corporation first files the reports required under 
subparagraph (A). 
(4) DEFAULT OR IN DANGER OF DEFAULT.—For purposes 
of this title, a financial company shall be considered to be 
in default or in danger of default if, as determined in accordance 
with subsection (b)— 
(A) a case has been, or likely will promptly be, com-
menced with respect to the financial company under the 
Bankruptcy Code; 
(B) the financial company has incurred, or is likely 
to incur, losses that will deplete all or substantially all 
of its capital, and there is no reasonable prospect for the 
company to avoid such depletion; 
(C) the assets of the financial company are, or are 
likely to be, less than its obligations to creditors and others; 
or 
(D) the financial company is, or is likely to be, unable 
to pay its obligations (other than those subject to a bona 
fide dispute) in the normal course of business. 
(5) GAO REVIEW.—The Comptroller General of the United 
States shall review and report to Congress on any determina-
tion under subsection (b), that results in the appointment of 
the Corporation as receiver, including— 
(A) the basis for the determination; 
(B) the purpose for which any action was taken pursu-
ant thereto; 
(C) the likely effect of the determination and such 
action on the incentives and conduct of financial companies 
and their creditors, counterparties, and shareholders; and 
Deadline. 
Deadline. 
Publication. 
Web posting. 
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124 STAT. 1454 
PUBLIC LAW 111–203—JULY 21, 2010 
(D) the likely disruptive effect of the determination 
and such action on the reasonable expectations of creditors, 
counterparties, and shareholders, taking into account the 
impact any action under this title would have on financial 
stability in the United States, including whether the rights 
of such parties will be disrupted. 
(d) CORPORATION POLICIES AND PROCEDURES.—As soon as is 
practicable after the date of enactment of this Act, the Corporation 
shall establish policies and procedures that are acceptable to the 
Secretary governing the use of funds available to the Corporation 
to carry out this title, including the terms and conditions for the 
provision and use of funds under sections 204(d), 210(h)(2)(G)(iv), 
and 210(h)(9). 
(e) TREATMENT OF INSURANCE COMPANIES AND INSURANCE COM-
PANY SUBSIDIARIES.— 
(1) IN
GENERAL.—Notwithstanding subsection (b), if an 
insurance company is a covered financial company or a sub-
sidiary or affiliate of a covered financial company, the liquida-
tion or rehabilitation of such insurance company, and any sub-
sidiary or affiliate of such company that is not excepted under 
paragraph (2), shall be conducted as provided under applicable 
State law. 
(2) EXCEPTION
FOR
SUBSIDIARIES
AND
AFFILIATES.—The 
requirement of paragraph (1) shall not apply with respect to 
any subsidiary or affiliate of an insurance company that is 
not itself an insurance company. 
(3) BACKUP AUTHORITY.—Notwithstanding paragraph (1), 
with respect to a covered financial company described in para-
graph (1), if, after the end of the 60-day period beginning 
on the date on which a determination is made under section 
202(a) with respect to such company, the appropriate regulatory 
agency has not filed the appropriate judicial action in the 
appropriate State court to place such company into orderly 
liquidation under the laws and requirements of the State, the 
Corporation shall have the authority to stand in the place 
of the appropriate regulatory agency and file the appropriate 
judicial action in the appropriate State court to place such 
company into orderly liquidation under the laws and require-
ments of the State. 
SEC. 204. ORDERLY LIQUIDATION OF COVERED FINANCIAL COMPA-
NIES. 
(a) PURPOSE OF ORDERLY LIQUIDATION AUTHORITY.—It is the 
purpose of this title to provide the necessary authority to liquidate 
failing financial companies that pose a significant risk to the finan-
cial stability of the United States in a manner that mitigates 
such risk and minimizes moral hazard. The authority provided 
in this title shall be exercised in the manner that best fulfills 
such purpose, so that— 
(1) creditors and shareholders will bear the losses of the 
financial company; 
(2) management responsible for the condition of the finan-
cial company will not be retained; and 
(3) the Corporation and other appropriate agencies will 
take all steps necessary and appropriate to assure that all 
parties, including management, directors, and third parties, 
having responsibility for the condition of the financial company 
12 USC 5384. 
Time period. 
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124 STAT. 1455 
PUBLIC LAW 111–203—JULY 21, 2010 
bear losses consistent with their responsibility, including 
actions for damages, restitution, and recoupment of compensa-
tion and other gains not compatible with such responsibility. 
(b) CORPORATION AS RECEIVER.—Upon the appointment of the 
Corporation under section 202, the Corporation shall act as the 
receiver for the covered financial company, with all of the rights 
and obligations set forth in this title. 
(c) CONSULTATION.—The Corporation, as receiver— 
(1) shall consult with the primary financial regulatory 
agency or agencies of the covered financial company and its 
covered subsidiaries for purposes of ensuring an orderly liquida-
tion of the covered financial company; 
(2) may consult with, or under subsection (a)(1)(B)(v) or 
(a)(1)(L) of section 210, acquire the services of, any outside 
experts, as appropriate to inform and aid the Corporation in 
the orderly liquidation process; 
(3) shall consult with the primary financial regulatory 
agency or agencies of any subsidiaries of the covered financial 
company that are not covered subsidiaries, and coordinate with 
such regulators regarding the treatment of such solvent subsidi-
aries and the separate resolution of any such insolvent subsidi-
aries under other governmental authority, as appropriate; and 
(4) shall consult with the Commission and the Securities 
Investor Protection Corporation in the case of any covered 
financial company for which the Corporation has been 
appointed as receiver that is a broker or dealer registered 
with the Commission under section 15(b) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78o(b)) and is a member 
of the Securities Investor Protection Corporation, for the pur-
pose of determining whether to transfer to a bridge financial 
company organized by the Corporation as receiver, without 
consent of any customer, customer accounts of the covered 
financial company. 
(d) FUNDING FOR ORDERLY LIQUIDATION.—Upon its appoint-
ment as receiver for a covered financial company, and thereafter 
as the Corporation may, in its discretion, determine to be necessary 
or appropriate, the Corporation may make available to the receiver-
ship, subject to the conditions set forth in section 206 and subject 
to the plan described in section 210(n)(9), funds for the orderly 
liquidation of the covered financial company. All funds provided 
by the Corporation under this subsection shall have a priority 
of claims under subparagraph (A) or (B) of section 210(b)(1), as 
applicable, including funds used for— 
(1) making loans to, or purchasing any debt obligation 
of, the covered financial company or any covered subsidiary; 
(2) purchasing or guaranteeing against loss the assets of 
the covered financial company or any covered subsidiary, 
directly or through an entity established by the Corporation 
for such purpose; 
(3) assuming or guaranteeing the obligations of the covered 
financial company or any covered subsidiary to 1 or more 
third parties; 
(4) taking a lien on any or all assets of the covered financial 
company or any covered subsidiary, including a first priority 
lien on all unencumbered assets of the covered financial com-
pany or any covered subsidiary to secure repayment of any 
transactions conducted under this subsection; 
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124 STAT. 1456 
PUBLIC LAW 111–203—JULY 21, 2010 
(5) selling or transferring all, or any part, of such acquired 
assets, liabilities, or obligations of the covered financial com-
pany or any covered subsidiary; and 
(6) making payments pursuant to subsections (b)(4), (d)(4), 
and (h)(5)(E) of section 210. 
SEC. 205. ORDERLY LIQUIDATION OF COVERED BROKERS AND 
DEALERS. 
(a) APPOINTMENT OF SIPC AS TRUSTEE.— 
(1) APPOINTMENT.—Upon the appointment of the Corpora-
tion as receiver for any covered broker or dealer, the Corpora-
tion shall appoint, without any need for court approval, the 
Securities Investor Protection Corporation to act as trustee 
for the liquidation under the Securities Investor Protection 
Act of 1970 (15 U.S.C. 78aaa et seq.) of the covered broker 
or dealer. 
(2) ACTIONS BY SIPC.— 
(A) FILING.—Upon appointment of SIPC under para-
graph (1), SIPC shall promptly file with any Federal district 
court of competent jurisdiction specified in section 21 or 
27 of the Securities Exchange Act of 1934 (15 U.S.C. 78u, 
78aa), an application for a protective decree under the 
Securities Investor Protection Act of 1970 (15 U.S.C. 78aaa 
et seq.) as to the covered broker or dealer. The Federal 
district court shall accept and approve the filing, including 
outside of normal business hours, and shall immediately 
issue the protective decree as to the covered broker or 
dealer. 
(B) ADMINISTRATION BY SIPC.—Following entry of the 
protective decree, and except as otherwise provided in this 
section, the determination of claims and the liquidation 
of assets retained in the receivership of the covered broker 
or dealer and not transferred to the bridge financial com-
pany shall be administered under the Securities Investor 
Protection Act of 1970 (15 U.S.C. 78aaa et seq.) by SIPC, 
as trustee for the covered broker or dealer. 
(C) DEFINITION OF FILING DATE.—For purposes of the 
liquidation proceeding, the term ‘‘filing date’’ means the 
date on which the Corporation is appointed as receiver 
of the covered broker or dealer. 
(D) DETERMINATION
OF
CLAIMS.—As trustee for the 
covered broker or dealer, SIPC shall determine and satisfy, 
consistent with this title and with the Securities Investor 
Protection Act of 1970 (15 U.S.C. 78aaa et seq.), all claims 
against the covered broker or dealer arising on or before 
the filing date. 
(b) POWERS AND DUTIES OF SIPC.— 
(1) IN GENERAL.—Except as provided in this section, upon 
its appointment as trustee for the liquidation of a covered 
broker or dealer, SIPC shall have all of the powers and duties 
provided by the Securities Investor Protection Act of 1970 (15 
U.S.C. 78aaa et seq.), including, without limitation, all rights 
of action against third parties, and shall conduct such liquida-
tion in accordance with the terms of the Securities Investor 
Protection Act of 1970 (15 U.S.C. 78aaa et seq.), except that 
SIPC shall have no powers or duties with respect to assets 
and liabilities transferred by the Corporation from the covered 
12 USC 5385. 
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124 STAT. 1457 
PUBLIC LAW 111–203—JULY 21, 2010 
broker or dealer to any bridge financial company established 
in accordance with this title. 
(2) LIMITATION
OF
POWERS.—The exercise by SIPC of 
powers and functions as trustee under subsection (a) shall 
not impair or impede the exercise of the powers and duties 
of the Corporation with regard to— 
(A) any action, except as otherwise provided in this 
title— 
(i) to make funds available under section 204(d); 
(ii) to organize, establish, operate, or terminate 
any bridge financial company; 
(iii) to transfer assets and liabilities; 
(iv) to enforce or repudiate contracts; or 
(v) to take any other action relating to such bridge 
financial company under section 210; or 
(B) determining claims under subsection (e). 
(3) PROTECTIVE
DECREE.—SIPC and the Corporation, in 
consultation with the Commission, shall jointly determine the 
terms of the protective decree to be filed by SIPC with any 
court of competent jurisdiction under section 21 or 27 of the 
Securities Exchange Act of 1934 (15 U.S.C. 78u, 78aa), as 
required by subsection (a). 
(4) QUALIFIED
FINANCIAL
CONTRACTS.—Notwithstanding 
any provision of the Securities Investor Protection Act of 1970 
(15 U.S.C. 78aaa et seq.) to the contrary (including section 
5(b)(2)(C) of that Act (15 U.S.C. 78eee(b)(2)(C))), the rights 
and obligations of any party to a qualified financial contract 
(as that term is defined in section 210(c)(8)) to which a covered 
broker or dealer for which the Corporation has been appointed 
receiver is a party shall be governed exclusively by section 
210, including the limitations and restrictions contained in 
section 210(c)(10)(B). 
(c) LIMITATION ON COURT ACTION.—Except as otherwise pro-
vided in this title, no court may take any action, including any 
action pursuant to the Securities Investor Protection Act of 1970 
(15 U.S.C. 78aaa et seq.) or the Bankruptcy Code, to restrain 
or affect the exercise of powers or functions of the Corporation 
as receiver for a covered broker or dealer and any claims against 
the Corporation as such receiver shall be determined in accordance 
with subsection (e) and such claims shall be limited to money 
damages. 
(d) ACTIONS BY CORPORATION AS RECEIVER.— 
(1) IN GENERAL.—Notwithstanding any other provision of 
this title, no action taken by the Corporation as receiver with 
respect to a covered broker or dealer shall— 
(A) adversely affect the rights of a customer to cus-
tomer property or customer name securities; 
(B) diminish the amount or timely payment of net 
equity claims of customers; or 
(C) otherwise impair the recoveries provided to a cus-
tomer under the Securities Investor Protection Act of 1970 
(15 U.S.C. 78aaa et seq.). 
(2) NET PROCEEDS.—The net proceeds from any transfer, 
sale, or disposition of assets of the covered broker or dealer, 
or proceeds thereof by the Corporation as receiver for the cov-
ered broker or dealer shall be for the benefit of the estate 
of the covered broker or dealer, as provided in this title. 
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124 STAT. 1458 
PUBLIC LAW 111–203—JULY 21, 2010 
(e) CLAIMS AGAINST
THE CORPORATION
AS RECEIVER.—Any 
claim against the Corporation as receiver for a covered broker 
or dealer for assets transferred to a bridge financial company estab-
lished with respect to such covered broker or dealer— 
(1) shall be determined in accordance with section 210(a)(2); 
and 
(2) may be reviewed by the appropriate district or territorial 
court of the United States in accordance with section 210(a)(5). 
(f) SATISFACTION OF CUSTOMER CLAIMS.— 
(1) OBLIGATIONS
TO
CUSTOMERS.—Notwithstanding any 
other provision of this title, all obligations of a covered broker 
or dealer or of any bridge financial company established with 
respect to such covered broker or dealer to a customer relating 
to, or net equity claims based upon, customer property or 
customer name securities shall be promptly discharged by SIPC, 
the Corporation, or the bridge financial company, as applicable, 
by the delivery of securities or the making of payments to 
or for the account of such customer, in a manner and in an 
amount at least as beneficial to the customer as would have 
been the case had the actual proceeds realized from the liquida-
tion of the covered broker or dealer under this title been distrib-
uted in a proceeding under the Securities Investor Protection 
Act of 1970 (15 U.S.C. 78aaa et seq.) without the appointment 
of the Corporation as receiver and without any transfer of 
assets or liabilities to a bridge financial company, and with 
a filing date as of the date on which the Corporation is 
appointed as receiver. 
(2) SATISFACTION OF CLAIMS BY SIPC.—SIPC, as trustee 
for a covered broker or dealer, shall satisfy customer claims 
in the manner and amount provided under the Securities 
Investor Protection Act of 1970 (15 U.S.C. 78aaa et seq.), as 
if the appointment of the Corporation as receiver had not 
occurred, and with a filing date as of the date on which the 
Corporation is appointed as receiver. The Corporation shall 
satisfy customer claims, to the extent that a customer would 
have received more securities or cash with respect to the alloca-
tion of customer property had the covered financial company 
been subject to a proceeding under the Securities Investor 
Protection Act (15 U.S.C. 78aaa et seq.) without the appoint-
ment of the Corporation as receiver, and with a filing date 
as of the date on which the Corporation is appointed as receiver. 
(g) PRIORITIES.— 
(1) CUSTOMER PROPERTY.—As trustee for a covered broker 
or dealer, SIPC shall allocate customer property and deliver 
customer name securities in accordance with section 8(c) of 
the Securities Investor Protection Act of 1970 (15 U.S.C. 78fff– 
2(c)). 
(2) OTHER CLAIMS.—All claims other than those described 
in paragraph (1) (including any unpaid claim by a customer 
for the allowed net equity claim of such customer from customer 
property) shall be paid in accordance with the priorities in 
section 210(b). 
(h) RULEMAKING.—The Commission and the Corporation, after 
consultation with SIPC, shall jointly issue rules to implement this 
section. 
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124 STAT. 1459 
PUBLIC LAW 111–203—JULY 21, 2010 
SEC. 206. MANDATORY TERMS AND CONDITIONS FOR ALL ORDERLY 
LIQUIDATION ACTIONS. 
In taking action under this title, the Corporation shall— 
(1) determine that such action is necessary for purposes 
of the financial stability of the United States, and not for 
the purpose of preserving the covered financial company; 
(2) ensure that the shareholders of a covered financial 
company do not receive payment until after all other claims 
and the Fund are fully paid; 
(3) ensure that unsecured creditors bear losses in accord-
ance with the priority of claim provisions in section 210; 
(4) ensure that management responsible for the failed 
condition of the covered financial company is removed (if such 
management has not already been removed at the time at 
which the Corporation is appointed receiver); 
(5) ensure that the members of the board of directors 
(or body performing similar functions) responsible for the failed 
condition of the covered financial company are removed, if 
such members have not already been removed at the time 
the Corporation is appointed as receiver; and 
(6) not take an equity interest in or become a shareholder 
of any covered financial company or any covered subsidiary. 
SEC. 207. DIRECTORS NOT LIABLE FOR ACQUIESCING IN APPOINT-
MENT OF RECEIVER. 
The members of the board of directors (or body performing 
similar functions) of a covered financial company shall not be liable 
to the shareholders or creditors thereof for acquiescing in or con-
senting in good faith to the appointment of the Corporation as 
receiver for the covered financial company under section 203. 
SEC. 208. DISMISSAL AND EXCLUSION OF OTHER ACTIONS. 
(a) IN GENERAL.—Effective as of the date of the appointment 
of the Corporation as receiver for the covered financial company 
under section 202 or the appointment of SIPC as trustee for a 
covered broker or dealer under section 205, as applicable, any 
case or proceeding commenced with respect to the covered financial 
company under the Bankruptcy Code or the Securities Investor 
Protection Act of 1970 (15 U.S.C. 78aaa et seq.) shall be dismissed, 
upon notice to the bankruptcy court (with respect to a case com-
menced under the Bankruptcy Code), and upon notice to SIPC 
(with respect to a covered broker or dealer) and no such case 
or proceeding may be commenced with respect to a covered financial 
company at any time while the orderly liquidation is pending. 
(b) REVESTING OF ASSETS.—Effective as of the date of appoint-
ment of the Corporation as receiver, the assets of a covered financial 
company shall, to the extent they have vested in any entity other 
than the covered financial company as a result of any case or 
proceeding commenced with respect to the covered financial com-
pany under the Bankruptcy Code, the Securities Investor Protection 
Act of 1970 (15 U.S.C. 78aaa et seq.), or any similar provision 
of State liquidation or insolvency law applicable to the covered 
financial company, revest in the covered financial company. 
(c) LIMITATION.—Notwithstanding subsections (a) and (b), any 
order entered or other relief granted by a bankruptcy court prior 
to the date of appointment of the Corporation as receiver shall 
Effective dates. 
12 USC 5388. 
12 USC 5387. 
12 USC 5386. 
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124 STAT. 1460 
PUBLIC LAW 111–203—JULY 21, 2010 
continue with the same validity as if an orderly liquidation had 
not been commenced. 
SEC. 209. RULEMAKING; NON-CONFLICTING LAW. 
The Corporation shall, in consultation with the Council, pre-
scribe such rules or regulations as the Corporation considers nec-
essary or appropriate to implement this title, including rules and 
regulations with respect to the rights, interests, and priorities of 
creditors, counterparties, security entitlement holders, or other per-
sons with respect to any covered financial company or any assets 
or other property of or held by such covered financial company, 
and address the potential for conflicts of interest between or among 
individual receiverships established under this title or under the 
Federal Deposit Insurance Act. To the extent possible, the Corpora-
tion shall seek to harmonize applicable rules and regulations 
promulgated under this section with the insolvency laws that would 
otherwise apply to a covered financial company. 
SEC. 210. POWERS AND DUTIES OF THE CORPORATION. 
(a) POWERS AND AUTHORITIES.— 
(1) GENERAL POWERS.— 
(A) SUCCESSOR TO COVERED FINANCIAL COMPANY.—The 
Corporation shall, upon appointment as receiver for a cov-
ered financial company under this title, succeed to— 
(i) all rights, titles, powers, and privileges of the 
covered financial company and its assets, and of any 
stockholder, member, officer, or director of such com-
pany; and 
(ii) title to the books, records, and assets of any 
previous receiver or other legal custodian of such cov-
ered financial company. 
(B) OPERATION OF THE COVERED FINANCIAL COMPANY 
DURING THE PERIOD OF ORDERLY LIQUIDATION.—The Cor-
poration, as receiver for a covered financial company, 
may— 
(i) take over the assets of and operate the covered 
financial company with all of the powers of the mem-
bers or shareholders, the directors, and the officers 
of the covered financial company, and conduct all busi-
ness of the covered financial company; 
(ii) collect all obligations and money owed to the 
covered financial company; 
(iii) perform all functions of the covered financial 
company, in the name of the covered financial com-
pany; 
(iv) manage the assets and property of the covered 
financial company, consistent with maximization of the 
value of the assets in the context of the orderly liquida-
tion; and 
(v) provide by contract for assistance in fulfilling 
any function, activity, action, or duty of the Corporation 
as receiver. 
(C) FUNCTIONS OF COVERED FINANCIAL COMPANY OFFI-
CERS, DIRECTORS, AND
SHAREHOLDERS.—The Corporation 
may provide for the exercise of any function by any member 
or stockholder, director, or officer of any covered financial 
company for which the Corporation has been appointed 
as receiver under this title. 
12 USC 5390. 
12 USC 5389. 
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124 STAT. 1461 
PUBLIC LAW 111–203—JULY 21, 2010 
(D) ADDITIONAL POWERS AS RECEIVER.—The Corpora-
tion shall, as receiver for a covered financial company, 
and subject to all legally enforceable and perfected security 
interests and all legally enforceable security entitlements 
in respect of assets held by the covered financial company, 
liquidate, and wind-up the affairs of a covered financial 
company, including taking steps to realize upon the assets 
of the covered financial company, in such manner as the 
Corporation deems appropriate, including through the sale 
of assets, the transfer of assets to a bridge financial com-
pany established under subsection (h), or the exercise of 
any other rights or privileges granted to the receiver under 
this section. 
(E) ADDITIONAL
POWERS
WITH
RESPECT
TO
FAILING 
SUBSIDIARIES OF A COVERED FINANCIAL COMPANY.— 
(i) IN GENERAL.—In any case in which a receiver 
is appointed for a covered financial company under 
section 202, the Corporation may appoint itself as 
receiver of any covered subsidiary of the covered finan-
cial company that is organized under Federal law or 
the laws of any State, if the Corporation and the Sec-
retary jointly determine that— 
(I) the covered subsidiary is in default or in 
danger of default; 
(II) such action would avoid or mitigate serious 
adverse effects on the financial stability or eco-
nomic conditions of the United States; and 
(III) such action would facilitate the orderly 
liquidation of the covered financial company. 
(ii) TREATMENT AS COVERED FINANCIAL COMPANY.— 
If the Corporation is appointed as receiver of a covered 
subsidiary of a covered financial company under clause 
(i), the covered subsidiary shall thereafter be consid-
ered a covered financial company under this title, and 
the Corporation shall thereafter have all the powers 
and rights with respect to that covered subsidiary as 
it has with respect to a covered financial company 
under this title. 
(F) ORGANIZATION OF BRIDGE COMPANIES.—The Cor-
poration, as receiver for a covered financial company, may 
organize a bridge financial company under subsection (h). 
(G) MERGER; TRANSFER OF ASSETS AND LIABILITIES.— 
(i) IN GENERAL.—Subject to clauses (ii) and (iii), 
the Corporation, as receiver for a covered financial 
company, may— 
(I) merge the covered financial company with 
another company; or 
(II) transfer any asset or liability of the cov-
ered financial company (including any assets and 
liabilities held by the covered financial company 
for security entitlement holders, any customer 
property, or any assets and liabilities associated 
with any trust or custody business) without 
obtaining any approval, assignment, or consent 
with respect to such transfer. 
(ii) 
FEDERAL
AGENCY
APPROVAL; 
ANTITRUST 
REVIEW.—With respect to a transaction described in 
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124 STAT. 1462 
PUBLIC LAW 111–203—JULY 21, 2010 
clause (i)(I) that requires approval by a Federal 
agency— 
(I) the transaction may not be consummated 
before the 5th calendar day after the date of 
approval by the Federal agency responsible for 
such approval; 
(II) if, in connection with any such approval, 
a report on competitive factors is required, the 
Federal agency responsible for such approval shall 
promptly notify the Attorney General of the United 
States of the proposed transaction, and the 
Attorney General shall provide the required report 
not later than 10 days after the date of the request; 
and 
(III) if notification under section 7A of the 
Clayton Act is required with respect to such trans-
action, then the required waiting period shall end 
on the 15th day after the date on which the 
Attorney General and the Federal Trade Commis-
sion receive such notification, unless the waiting 
period is terminated earlier under subsection (b)(2) 
of such section 7A, or is extended pursuant to 
subsection (e)(2) of such section 7A. 
(iii) SETOFF.—Subject to the other provisions of 
this title, any transferee of assets from a receiver, 
including a bridge financial company, shall be subject 
to such claims or rights as would prevail over the 
rights of such transferee in such assets under 
applicable noninsolvency law. 
(H) PAYMENT OF VALID OBLIGATIONS.—The Corporation, 
as receiver for a covered financial company, shall, to the 
extent that funds are available, pay all valid obligations 
of the covered financial company that are due and payable 
at the time of the appointment of the Corporation as 
receiver, in accordance with the prescriptions and limita-
tions of this title. 
(I) APPLICABLE NONINSOLVENCY LAW.—Except as may 
otherwise be provided in this title, the applicable noninsol-
vency law shall be determined by the noninsolvency choice 
of law rules otherwise applicable to the claims, rights, 
titles, persons, or entities at issue. 
(J) SUBPOENA AUTHORITY.— 
(i) IN GENERAL.—The Corporation, as receiver for 
a covered financial company, may, for purposes of car-
rying out any power, authority, or duty with respect 
to the covered financial company (including deter-
mining any claim against the covered financial com-
pany and determining and realizing upon any asset 
of any person in the course of collecting money due 
the covered financial company), exercise any power 
established under section 8(n) of the Federal Deposit 
Insurance Act, as if the Corporation were the appro-
priate Federal banking agency for the covered financial 
company, and the covered financial company were an 
insured depository institution. 
(ii) RULE OF CONSTRUCTION.—This subparagraph 
may not be construed as limiting any rights that the 
Termination 
date. 
Reports. 
Notification. 
Deadline. 
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124 STAT. 1463 
PUBLIC LAW 111–203—JULY 21, 2010 
Corporation, in any capacity, might otherwise have 
to exercise any powers described in clause (i) or under 
any other provision of law. 
(K) INCIDENTAL POWERS.—The Corporation, as receiver 
for a covered financial company, may exercise all powers 
and authorities specifically granted to receivers under this 
title, and such incidental powers as shall be necessary 
to carry out such powers under this title. 
(L) UTILIZATION OF PRIVATE SECTOR.—In carrying out 
its responsibilities in the management and disposition of 
assets from the covered financial company, the Corporation, 
as receiver for a covered financial company, may utilize 
the services of private persons, including real estate and 
loan portfolio asset management, property management, 
auction marketing, legal, and brokerage services, if such 
services are available in the private sector, and the Cor-
poration determines that utilization of such services is 
practicable, efficient, and cost effective. 
(M) SHAREHOLDERS AND CREDITORS OF COVERED FINAN-
CIAL
COMPANY.—Notwithstanding any other provision of 
law, the Corporation, as receiver for a covered financial 
company, shall succeed by operation of law to the rights, 
titles, powers, and privileges described in subparagraph 
(A), and shall terminate all rights and claims that the 
stockholders and creditors of the covered financial company 
may have against the assets of the covered financial com-
pany or the Corporation arising out of their status as 
stockholders or creditors, except for their right to payment, 
resolution, or other satisfaction of their claims, as permitted 
under this section. The Corporation shall ensure that share-
holders and unsecured creditors bear losses, consistent with 
the priority of claims provisions under this section. 
(N) COORDINATION WITH FOREIGN FINANCIAL AUTHORI-
TIES.—The Corporation, as receiver for a covered financial 
company, shall coordinate, to the maximum extent possible, 
with the appropriate foreign financial authorities regarding 
the orderly liquidation of any covered financial company 
that has assets or operations in a country other than the 
United States. 
(O) RESTRICTION ON TRANSFERS.— 
(i) SELECTION OF ACCOUNTS FOR TRANSFER.—If the 
Corporation establishes one or more bridge financial 
companies with respect to a covered broker or dealer, 
the Corporation shall transfer to one of such bridge 
financial companies, all customer accounts of the cov-
ered broker or dealer, and all associated customer 
name securities and customer property, unless the Cor-
poration, after consulting with the Commission and 
SIPC, determines that— 
(I) the customer accounts, customer name 
securities, and customer property are likely to be 
promptly transferred to another broker or dealer 
that is registered with the Commission under sec-
tion 15(b) of the Securities Exchange Act of 1934 
(15 U.S.C. 73o(b)) and is a member of SIPC; or 
(II) the transfer of the accounts to a bridge 
financial company would materially interfere with 
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124 STAT. 1464 
PUBLIC LAW 111–203—JULY 21, 2010 
the ability of the Corporation to avoid or mitigate 
serious adverse effects on financial stability or eco-
nomic conditions in the United States. 
(ii) TRANSFER OF PROPERTY.—SIPC, as trustee for 
the liquidation of the covered broker or dealer, and 
the Commission shall provide any and all reasonable 
assistance necessary to complete such transfers by the 
Corporation. 
(iii) CUSTOMER CONSENT AND COURT APPROVAL NOT 
REQUIRED.—Neither 
customer 
consent 
nor 
court 
approval shall be required to transfer any customer 
accounts or associated customer name securities or 
customer property to a bridge financial company in 
accordance with this section. 
(iv) NOTIFICATION
OF
SIPC
AND
SHARING
OF 
INFORMATION.—The Corporation shall identify to SIPC 
the customer accounts and associated customer name 
securities and customer property transferred to the 
bridge financial company. The Corporation and SIPC 
shall cooperate in the sharing of any information nec-
essary for each entity to discharge its obligations under 
this title and under the Securities Investor Protection 
Act of 1970 (15 U.S.C. 78aaa et seq.) including by 
providing access to the books and records of the covered 
financial company and any bridge financial company 
established in accordance with this title. 
(2) DETERMINATION OF CLAIMS.— 
(A) IN GENERAL.—The Corporation, as receiver for a 
covered financial company, shall report on claims, as set 
forth in section 203(c)(3). Subject to paragraph (4) of this 
subsection, the Corporation, as receiver for a covered finan-
cial company, shall determine claims in accordance with 
the requirements of this subsection and regulations pre-
scribed under section 209. 
(B) NOTICE
REQUIREMENTS.—The Corporation, as 
receiver for a covered financial company, in any case 
involving the liquidation or winding up of the affairs of 
a covered financial company, shall— 
(i) promptly publish a notice to the creditors of 
the covered financial company to present their claims, 
together with proof, to the receiver by a date specified 
in the notice, which shall be not earlier than 90 days 
after the date of publication of such notice; and 
(ii) republish such notice 1 month and 2 months, 
respectively, after the date of publication under clause 
(i). 
(C) MAILING REQUIRED.—The Corporation as receiver 
shall mail a notice similar to the notice published under 
clause (i) or (ii) of subparagraph (B), at the time of such 
publication, to any creditor shown on the books and records 
of the covered financial company— 
(i) at the last address of the creditor appearing 
in such books; 
(ii) in any claim filed by the claimant; or 
(iii) upon discovery of the name and address of 
a claimant not appearing on the books and records 
of the covered financial company, not later than 30 
Deadline. 
Publication. 
Deadlines. 
Reports. 
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124 STAT. 1465 
PUBLIC LAW 111–203—JULY 21, 2010 
days after the date of the discovery of such name 
and address. 
(3) PROCEDURES FOR RESOLUTION OF CLAIMS.— 
(A) DECISION PERIOD.— 
(i) IN GENERAL.—Prior to the 180th day after the 
date on which a claim against a covered financial com-
pany is filed with the Corporation as receiver, or such 
later date as may be agreed as provided in clause 
(ii), the Corporation shall notify the claimant whether 
it allows or disallows the claim, in accordance with 
subparagraphs (B), (C), and (D). 
(ii) EXTENSION OF TIME.—By written agreement 
executed not later than 180 days after the date on 
which a claim against a covered financial company 
is filed with the Corporation, the period described in 
clause (i) may be extended by written agreement 
between the claimant and the Corporation. Failure 
to notify the claimant of any disallowance within the 
time period set forth in clause (i), as it may be extended 
by agreement under this clause, shall be deemed to 
be a disallowance of such claim, and the claimant 
may file or continue an action in court, as provided 
in paragraph (4). 
(iii) MAILING OF NOTICE SUFFICIENT.—The require-
ments of clause (i) shall be deemed to be satisfied 
if the notice of any decision with respect to any claim 
is mailed to the last address of the claimant which 
appears— 
(I) on the books, records, or both of the covered 
financial company; 
(II) in the claim filed by the claimant; or 
(III) in documents submitted in proof of the 
claim. 
(iv) CONTENTS OF NOTICE OF DISALLOWANCE.—If 
the Corporation as receiver disallows any claim filed 
under clause (i), the notice to the claimant shall con-
tain— 
(I) a statement of each reason for the disallow-
ance; and 
(II) the procedures required to file or continue 
an action in court, as provided in paragraph (4). 
(B) ALLOWANCE OF PROVEN CLAIM.—The receiver shall 
allow any claim received by the receiver on or before the 
date specified in the notice under paragraph (2)(B)(i), which 
is proved to the satisfaction of the receiver. 
(C) DISALLOWANCE
OF
CLAIMS
FILED
AFTER
END
OF 
FILING PERIOD.— 
(i) IN GENERAL.—Except as provided in clause (ii), 
claims filed after the date specified in the notice pub-
lished under paragraph (2)(B)(i) shall be disallowed, 
and such disallowance shall be final. 
(ii) CERTAIN
EXCEPTIONS.—Clause (i) shall not 
apply with respect to any claim filed by a claimant 
after the date specified in the notice published under 
paragraph (2)(B)(i), and such claim may be considered 
by the receiver under subparagraph (B), if— 
Deadline. 
Notification. 
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124 STAT. 1466 
PUBLIC LAW 111–203—JULY 21, 2010 
(I) the claimant did not receive notice of the 
appointment of the receiver in time to file such 
claim before such date; and 
(II) such claim is filed in time to permit pay-
ment of such claim. 
(D) AUTHORITY TO DISALLOW CLAIMS.— 
(i) IN
GENERAL.—The Corporation may disallow 
any portion of any claim by a creditor or claim of 
a security, preference, setoff, or priority which is not 
proved to the satisfaction of the Corporation. 
(ii) PAYMENTS TO UNDERSECURED CREDITORS.—In 
the case of a claim against a covered financial company 
that is secured by any property or other asset of such 
covered financial company, the receiver— 
(I) may treat the portion of such claim which 
exceeds an amount equal to the fair market value 
of such property or other asset as an unsecured 
claim; and 
(II) may not make any payment with respect 
to such unsecured portion of the claim, other than 
in connection with the disposition of all claims 
of unsecured creditors of the covered financial com-
pany. 
(iii) EXCEPTIONS.—No provision of this paragraph 
shall apply with respect to— 
(I) any extension of credit from any Federal 
reserve bank, or the Corporation, to any covered 
financial company; or 
(II) subject to clause (ii), any legally enforce-
able and perfected security interest in the assets 
of the covered financial company securing any such 
extension of credit. 
(E) LEGAL EFFECT OF FILING.— 
(i) STATUTE OF LIMITATIONS TOLLED.—For purposes 
of any applicable statute of limitations, the filing of 
a claim with the receiver shall constitute a commence-
ment of an action. 
(ii) NO PREJUDICE TO OTHER ACTIONS.—Subject to 
paragraph (8), the filing of a claim with the receiver 
shall not prejudice any right of the claimant to continue 
any action which was filed before the date of appoint-
ment of the receiver for the covered financial company. 
(4) JUDICIAL DETERMINATION OF CLAIMS.— 
(A) IN GENERAL.—Subject to subparagraph (B), a claim-
ant may file suit on a claim (or continue an action com-
menced before the date of appointment of the Corporation 
as receiver) in the district or territorial court of the United 
States for the district within which the principal place 
of business of the covered financial company is located 
(and such court shall have jurisdiction to hear such claim). 
(B) TIMING.—A claim under subparagraph (A) may 
be filed before the end of the 60-day period beginning 
on the earlier of— 
(i) the end of the period described in paragraph 
(3)(A)(i) (or, if extended by agreement of the Corpora-
tion and the claimant, the period described in para-
graph (3)(A)(ii)) with respect to any claim against a 
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124 STAT. 1467 
PUBLIC LAW 111–203—JULY 21, 2010 
covered financial company for which the Corporation 
is receiver; or 
(ii) the date of any notice of disallowance of such 
claim pursuant to paragraph (3)(A)(i). 
(C) STATUTE OF LIMITATIONS.—If any claimant fails 
to file suit on such claim (or to continue an action on 
such claim commenced before the date of appointment of 
the Corporation as receiver) prior to the end of the 60- 
day period described in subparagraph (B), the claim shall 
be deemed to be disallowed (other than any portion of 
such claim which was allowed by the receiver) as of the 
end of such period, such disallowance shall be final, and 
the claimant shall have no further rights or remedies with 
respect to such claim. 
(5) EXPEDITED DETERMINATION OF CLAIMS.— 
(A) PROCEDURE
REQUIRED.—The Corporation shall 
establish a procedure for expedited relief outside of the 
claims process established under paragraph (3), for any 
claimant that alleges— 
(i) having a legally valid and enforceable or per-
fected security interest in property of a covered finan-
cial company or control of any legally valid and enforce-
able security entitlement in respect of any asset held 
by the covered financial company for which the Cor-
poration has been appointed receiver; and 
(ii) that irreparable injury will occur if the claims 
procedure established under paragraph (3) is followed. 
(B) DETERMINATION PERIOD.—Prior to the end of the 
90-day period beginning on the date on which a claim 
is filed in accordance with the procedures established 
pursuant to subparagraph (A), the Corporation shall— 
(i) determine— 
(I) whether to allow or disallow such claim, 
or any portion thereof; or 
(II) whether such claim should be determined 
pursuant to the procedures established pursuant 
to paragraph (3); 
(ii) notify the claimant of the determination; and 
(iii) if the claim is disallowed, provide a statement 
of each reason for the disallowance and the procedure 
for obtaining a judicial determination. 
(C) PERIOD FOR FILING OR RENEWING SUIT.—Any claim-
ant who files a request for expedited relief shall be per-
mitted to file suit (or continue a suit filed before the date 
of appointment of the Corporation as receiver seeking a 
determination of the rights of the claimant with respect 
to such security interest (or such security entitlement) after 
the earlier of— 
(i) the end of the 90-day period beginning on the 
date of the filing of a request for expedited relief; 
or 
(ii) the date on which the Corporation denies the 
claim or a portion thereof. 
(D) STATUTE OF LIMITATIONS.—If an action described 
in subparagraph (C) is not filed, or the motion to renew 
a previously filed suit is not made, before the end of the 
30-day period beginning on the date on which such action 
Time period. 
Notification. 
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124 STAT. 1468 
PUBLIC LAW 111–203—JULY 21, 2010 
or motion may be filed in accordance with subparagraph 
(C), the claim shall be deemed to be disallowed as of 
the end of such period (other than any portion of such 
claim which was allowed by the receiver), such disallowance 
shall be final, and the claimant shall have no further 
rights or remedies with respect to such claim. 
(E) LEGAL EFFECT OF FILING.— 
(i) STATUTE OF LIMITATIONS TOLLED.—For purposes 
of any applicable statute of limitations, the filing of 
a claim with the receiver shall constitute a commence-
ment of an action. 
(ii) NO PREJUDICE TO OTHER ACTIONS.—Subject to 
paragraph (8), the filing of a claim with the receiver 
shall not prejudice any right of the claimant to continue 
any action which was filed before the appointment 
of the Corporation as receiver for the covered financial 
company. 
(6) AGREEMENTS
AGAINST
INTEREST
OF
THE
RECEIVER.— 
No agreement that tends to diminish or defeat the interest 
of the Corporation as receiver in any asset acquired by the 
receiver under this section shall be valid against the receiver, 
unless such agreement— 
(A) is in writing; 
(B) was executed by an authorized officer or representa-
tive of the covered financial company, or confirmed in the 
ordinary course of business by the covered financial com-
pany; and 
(C) has been, since the time of its execution, an official 
record of the company or the party claiming under the 
agreement provides documentation, acceptable to the 
receiver, of such agreement and its authorized execution 
or confirmation by the covered financial company. 
(7) PAYMENT OF CLAIMS.— 
(A) IN GENERAL.—Subject to subparagraph (B), the Cor-
poration as receiver may, in its discretion and to the extent 
that funds are available, pay creditor claims, in such 
manner and amounts as are authorized under this section, 
which are— 
(i) allowed by the receiver; 
(ii) approved by the receiver pursuant to a final 
determination pursuant to paragraph (3) or (5), as 
applicable; or 
(iii) determined by the final judgment of a court 
of competent jurisdiction. 
(B) LIMITATION.—A creditor shall, in no event, receive 
less than the amount that the creditor is entitled to receive 
under paragraphs (2) and (3) of subsection (d), as 
applicable. 
(C) PAYMENT OF DIVIDENDS ON CLAIMS.—The Corpora-
tion as receiver may, in its sole discretion, and to the 
extent otherwise permitted by this section, pay dividends 
on proven claims at any time, and no liability shall attach 
to the Corporation as receiver, by reason of any such pay-
ment or for failure to pay dividends to a claimant whose 
claim is not proved at the time of any such payment. 
(D) RULEMAKING BY THE CORPORATION.—The Corpora-
tion may prescribe such rules, including definitions of 
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124 STAT. 1469 
PUBLIC LAW 111–203—JULY 21, 2010 
terms, as the Corporation deems appropriate to establish 
an interest rate for or to make payments of post-insolvency 
interest to creditors holding proven claims against the 
receivership estate of a covered financial company, except 
that no such interest shall be paid until the Corporation 
as receiver has satisfied the principal amount of all creditor 
claims. 
(8) SUSPENSION OF LEGAL ACTIONS.— 
(A) IN GENERAL.—After the appointment of the Cor-
poration as receiver for a covered financial company, the 
Corporation may request a stay in any judicial action or 
proceeding in which such covered financial company is 
or becomes a party, for a period of not to exceed 90 days. 
(B) GRANT OF STAY BY ALL COURTS REQUIRED.—Upon 
receipt of a request by the Corporation pursuant to 
subparagraph (A), the court shall grant such stay as to 
all parties. 
(9) ADDITIONAL RIGHTS AND DUTIES.— 
(A) PRIOR FINAL ADJUDICATION.—The Corporation shall 
abide by any final, non-appealable judgment of any court 
of competent jurisdiction that was rendered before the 
appointment of the Corporation as receiver. 
(B) RIGHTS AND REMEDIES OF RECEIVER.—In the event 
of any appealable judgment, the Corporation as receiver 
shall— 
(i) have all the rights and remedies available to 
the covered financial company (before the date of 
appointment of the Corporation as receiver under sec-
tion 202) and the Corporation, including removal to 
Federal court and all appellate rights; and 
(ii) not be required to post any bond in order 
to pursue such remedies. 
(C) NO ATTACHMENT OR EXECUTION.—No attachment 
or execution may be issued by any court upon assets in 
the possession of the Corporation as receiver for a covered 
financial company. 
(D) LIMITATION ON JUDICIAL REVIEW.—Except as other-
wise provided in this title, no court shall have jurisdiction 
over— 
(i) any claim or action for payment from, or any 
action seeking a determination of rights with respect 
to, the assets of any covered financial company for 
which the Corporation has been appointed receiver, 
including any assets which the Corporation may 
acquire from itself as such receiver; or 
(ii) any claim relating to any act or omission of 
such covered financial company or the Corporation as 
receiver. 
(E) DISPOSITION OF ASSETS.—In exercising any right, 
power, privilege, or authority as receiver in connection 
with any covered financial company for which the Corpora-
tion is acting as receiver under this section, the Corporation 
shall, to the greatest extent practicable, conduct its oper-
ations in a manner that— 
(i) maximizes the net present value return from 
the sale or disposition of such assets; 
Time period. 
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124 STAT. 1470 
PUBLIC LAW 111–203—JULY 21, 2010 
(ii) minimizes the amount of any loss realized in 
the resolution of cases; 
(iii) mitigates the potential for serious adverse 
effects to the financial system; 
(iv) ensures timely and adequate competition and 
fair and consistent treatment of offerors; and 
(v) prohibits discrimination on the basis of race, 
sex, or ethnic group in the solicitation and consider-
ation of offers. 
(10) STATUTE OF LIMITATIONS FOR ACTIONS BROUGHT BY 
RECEIVER.— 
(A) IN
GENERAL.—Notwithstanding any provision of 
any contract, the applicable statute of limitations with 
regard to any action brought by the Corporation as receiver 
for a covered financial company shall be— 
(i) in the case of any contract claim, the longer 
of— 
(I) the 6-year period beginning on the date 
on which the claim accrues; or 
(II) the period applicable under State law; and 
(ii) in the case of any tort claim, the longer of— 
(I) the 3-year period beginning on the date 
on which the claim accrues; or 
(II) the period applicable under State law. 
(B) DATE ON WHICH A CLAIM ACCRUES.—For purposes 
of subparagraph (A), the date on which the statute of 
limitations begins to run on any claim described in subpara-
graph (A) shall be the later of— 
(i) the date of the appointment of the Corporation 
as receiver under this title; or 
(ii) the date on which the cause of action accrues. 
(C) REVIVAL OF EXPIRED STATE CAUSES OF ACTION.— 
(i) IN
GENERAL.—In the case of any tort claim 
described in clause (ii) for which the applicable statute 
of limitations under State law has expired not more 
than 5 years before the date of appointment of the 
Corporation as receiver for a covered financial com-
pany, the Corporation may bring an action as receiver 
on such claim without regard to the expiration of the 
statute of limitations. 
(ii) CLAIMS DESCRIBED.—A tort claim referred to 
in clause (i) is a claim arising from fraud, intentional 
misconduct resulting in unjust enrichment, or inten-
tional misconduct resulting in substantial loss to the 
covered financial company. 
(11) AVOIDABLE TRANSFERS.— 
(A) FRAUDULENT
TRANSFERS.—The Corporation, as 
receiver for any covered financial company, may avoid a 
transfer of any interest of the covered financial company 
in property, or any obligation incurred by the covered finan-
cial company, that was made or incurred at or within 
2 years before the date on which the Corporation was 
appointed receiver, if— 
(i) the covered financial company voluntarily or 
involuntarily— 
(I) made such transfer or incurred such obliga-
tion with actual intent to hinder, delay, or defraud 
Time period. 
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124 STAT. 1471 
PUBLIC LAW 111–203—JULY 21, 2010 
any entity to which the covered financial company 
was or became, on or after the date on which 
such transfer was made or such obligation was 
incurred, indebted; or 
(II) received less than a reasonably equivalent 
value in exchange for such transferor obligation; 
and 
(ii) the covered financial company voluntarily or 
involuntarily— 
(I) was insolvent on the date that such transfer 
was made or such obligation was incurred, or 
became insolvent as a result of such transfer or 
obligation; 
(II) was engaged in business or a transaction, 
or was about to engage in business or a trans-
action, for which any property remaining with the 
covered financial company was an unreasonably 
small capital; 
(III) intended to incur, or believed that the 
covered financial company would incur, debts that 
would be beyond the ability of the covered financial 
company to pay as such debts matured; or 
(IV) made such transfer to or for the benefit 
of an insider, or incurred such obligation to or 
for the benefit of an insider, under an employment 
contract and not in the ordinary course of business. 
(B) PREFERENTIAL
TRANSFERS.—The Corporation as 
receiver for any covered financial company may avoid a 
transfer of an interest of the covered financial company 
in property— 
(i) to or for the benefit of a creditor; 
(ii) for or on account of an antecedent debt that 
was owed by the covered financial company before 
the transfer was made; 
(iii) that was made while the covered financial 
company was insolvent; 
(iv) that was made— 
(I) 90 days or less before the date on which 
the Corporation was appointed receiver; or 
(II) more than 90 days, but less than 1 year 
before the date on which the Corporation was 
appointed receiver, if such creditor at the time 
of the transfer was an insider; and 
(v) that enables the creditor to receive more than 
the creditor would receive if— 
(I) the covered financial company had been 
liquidated under chapter 7 of the Bankruptcy 
Code; 
(II) the transfer had not been made; and 
(III) the creditor received payment of such debt 
to the extent provided by the provisions of chapter 
7 of the Bankruptcy Code. 
(C) POST-RECEIVERSHIP TRANSACTIONS.—The Corpora-
tion as receiver for any covered financial company may 
avoid a transfer of property of the receivership that 
occurred after the Corporation was appointed receiver that 
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124 STAT. 1472 
PUBLIC LAW 111–203—JULY 21, 2010 
was not authorized under this title by the Corporation 
as receiver. 
(D) RIGHT OF RECOVERY.—To the extent that a transfer 
is avoided under subparagraph (A), (B), or (C), the Corpora-
tion may recover, for the benefit of the covered financial 
company, the property transferred or, if a court so orders, 
the value of such property (at the time of such transfer) 
from— 
(i) the initial transferee of such transfer or the 
person for whose benefit such transfer was made; or 
(ii) any immediate or mediate transferee of any 
such initial transferee. 
(E) RIGHTS OF TRANSFEREE OR OBLIGEE.—The Corpora-
tion may not recover under subparagraph (D)(ii) from— 
(i) any transferee that takes for value, including 
in satisfaction of or to secure a present or antecedent 
debt, in good faith, and without knowledge of the 
voidability of the transfer avoided; or 
(ii) any immediate or mediate good faith transferee 
of such transferee. 
(F) DEFENSES.—Subject to the other provisions of this 
title— 
(i) a transferee or obligee from which the Corpora-
tion seeks to recover a transfer or to avoid an obligation 
under subparagraph (A), (B), (C), or (D) shall have 
the same defenses available to a transferee or obligee 
from which a trustee seeks to recover a transfer or 
avoid an obligation under sections 547, 548, and 549 
of the Bankruptcy Code; and 
(ii) the authority of the Corporation to recover 
a transfer or avoid an obligation shall be subject to 
subsections (b) and (c) of section 546, section 547(c), 
and section 548(c) of the Bankruptcy Code. 
(G) RIGHTS UNDER THIS SECTION.—The rights of the 
Corporation as receiver under this section shall be superior 
to any rights of a trustee or any other party (other than 
a Federal agency) under the Bankruptcy Code. 
(H) RULES OF CONSTRUCTION; DEFINITIONS.—For pur-
poses of— 
(i) subparagraphs (A) and (B)— 
(I) the term ‘‘insider’’ has the same meaning 
as in section 101(31) of the Bankruptcy Code; 
(II) a transfer is made when such transfer 
is so perfected that a bona fide purchaser from 
the covered financial company against whom 
applicable law permits such transfer to be per-
fected cannot acquire an interest in the property 
transferred that is superior to the interest in such 
property of the transferee, but if such transfer 
is not so perfected before the date on which the 
Corporation is appointed as receiver for the cov-
ered financial company, such transfer is made 
immediately before the date of such appointment; 
and 
(III) the term ‘‘value’’ means property, or satis-
faction or securing of a present or antecedent debt 
of the covered financial company, but does not 
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124 STAT. 1473 
PUBLIC LAW 111–203—JULY 21, 2010 
include an unperformed promise to furnish support 
to the covered financial company; and 
(ii) subparagraph (B)— 
(I) the covered financial company is presumed 
to have been insolvent on and during the 90-day 
period immediately preceding the date of appoint-
ment of the Corporation as receiver; and 
(II) the term ‘‘insolvent’’ has the same meaning 
as in section 101(32) of the Bankruptcy Code. 
(12) SETOFF.— 
(A) GENERALLY.—Except as otherwise provided in this 
title, any right of a creditor to offset a mutual debt owed 
by the creditor to any covered financial company that arose 
before the Corporation was appointed as receiver for the 
covered financial company against a claim of such creditor 
may be asserted if enforceable under applicable noninsol-
vency law, except to the extent that— 
(i) the claim of the creditor against the covered 
financial company is disallowed; 
(ii) the claim was transferred, by an entity other 
than the covered financial company, to the creditor— 
(I) after the Corporation was appointed as 
receiver of the covered financial company; or 
(II)(aa) after the 90-day period preceding the 
date on which the Corporation was appointed as 
receiver for the covered financial company; and 
(bb) while the covered financial company was 
insolvent (except for a setoff in connection with 
a qualified financial contract); or 
(iii) the debt owed to the covered financial company 
was incurred by the covered financial company— 
(I) after the 90-day period preceding the date 
on which the Corporation was appointed as 
receiver for the covered financial company; 
(II) while the covered financial company was 
insolvent; and 
(III) for the purpose of obtaining a right of 
setoff against the covered financial company 
(except for a setoff in connection with a qualified 
financial contract). 
(B) INSUFFICIENCY.— 
(i) IN GENERAL.—Except with respect to a setoff 
in connection with a qualified financial contract, if 
a creditor offsets a mutual debt owed to the covered 
financial company against a claim of the covered finan-
cial company on or within the 90-day period preceding 
the date on which the Corporation is appointed as 
receiver for the covered financial company, the Cor-
poration may recover from the creditor the amount 
so offset, to the extent that any insufficiency on the 
date of such setoff is less than the insufficiency on 
the later of— 
(I) the date that is 90 days before the date 
on which the Corporation is appointed as receiver 
for the covered financial company; or 
(II) the first day on which there is an insuffi-
ciency during the 90-day period preceding the date 
Time periods. 
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124 STAT. 1474 
PUBLIC LAW 111–203—JULY 21, 2010 
on which the Corporation is appointed as receiver 
for the covered financial company. 
(ii) 
DEFINITION
OF
INSUFFICIENCY.—In 
this 
subparagraph, the term ‘‘insufficiency’’ means the 
amount, if any, by which a claim against the covered 
financial company exceeds a mutual debt owed to the 
covered financial company by the holder of such claim. 
(C) INSOLVENCY.—The term ‘‘insolvent’’ has the same 
meaning as in section 101(32) of the Bankruptcy Code. 
(D) PRESUMPTION
OF
INSOLVENCY.—For purposes of 
this paragraph, the covered financial company is presumed 
to have been insolvent on and during the 90-day period 
preceding the date of appointment of the Corporation as 
receiver. 
(E) LIMITATION.—Nothing in this paragraph (12) shall 
be the basis for any right of setoff where no such right 
exists under applicable noninsolvency law. 
(F) PRIORITY CLAIM.—Except as otherwise provided in 
this title, the Corporation as receiver for the covered finan-
cial company may sell or transfer any assets free and 
clear of the setoff rights of any party, except that such 
party shall be entitled to a claim, subordinate to the claims 
payable under subparagraphs (A), (B), (C), and (D) of sub-
section (b)(1), but senior to all other unsecured liabilities 
defined in subsection (b)(1)(E), in an amount equal to the 
value of such setoff rights. 
(13) ATTACHMENT
OF
ASSETS
AND
OTHER
INJUNCTIVE 
RELIEF.—Subject to paragraph (14), any court of competent 
jurisdiction may, at the request of the Corporation as receiver 
for a covered financial company, issue an order in accordance 
with Rule 65 of the Federal Rules of Civil Procedure, including 
an order placing the assets of any person designated by the 
Corporation under the control of the court and appointing a 
trustee to hold such assets. 
(14) STANDARDS.— 
(A) SHOWING.—Rule 65 of the Federal Rules of Civil 
Procedure shall apply with respect to any proceeding under 
paragraph (13), without regard to the requirement that 
the applicant show that the injury, loss, or damage is 
irreparable and immediate. 
(B) STATE PROCEEDING.—If, in the case of any pro-
ceeding in a State court, the court determines that rules 
of civil procedure available under the laws of the State 
provide substantially similar protections of the right of 
the parties to due process as provided under Rule 65 (as 
modified with respect to such proceeding by subparagraph 
(A)), the relief sought by the Corporation pursuant to para-
graph (14) may be requested under the laws of such State. 
(15) TREATMENT OF CLAIMS ARISING FROM BREACH OF CON-
TRACTS EXECUTED BY THE CORPORATION AS RECEIVER.—Notwith-
standing any other provision of this title, any final and non- 
appealable judgment for monetary damages entered against 
the Corporation as receiver for a covered financial company 
for the breach of an agreement executed or approved by the 
Corporation after the date of its appointment shall be paid 
as an administrative expense of the receiver. Nothing in this 
paragraph shall be construed to limit the power of a receiver 
Applicability. 
Time period. 
Definition. 
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124 STAT. 1475 
PUBLIC LAW 111–203—JULY 21, 2010 
to exercise any rights under contract or law, including to termi-
nate, breach, cancel, or otherwise discontinue such agreement. 
(16) ACCOUNTING
AND
RECORDKEEPING
REQUIREMENTS.— 
(A) IN GENERAL.—The Corporation as receiver for a 
covered financial company shall, consistent with the 
accounting and reporting practices and procedures estab-
lished by the Corporation, maintain a full accounting of 
each receivership or other disposition of any covered finan-
cial company. 
(B) ANNUAL ACCOUNTING OR REPORT.—With respect to 
each receivership to which the Corporation is appointed, 
the Corporation shall make an annual accounting or report, 
as appropriate, available to the Secretary and the Comp-
troller General of the United States. 
(C) AVAILABILITY OF REPORTS.—Any report prepared 
pursuant to subparagraph (B) and section 203(c)(3) shall 
be made available to the public by the Corporation. 
(D) RECORDKEEPING REQUIREMENT.— 
(i) IN GENERAL.—The Corporation shall prescribe 
such regulations and establish such retention schedules 
as are necessary to maintain the documents and 
records of the Corporation generated in exercising the 
authorities of this title and the records of a covered 
financial company for which the Corporation is 
appointed receiver, with due regard for— 
(I) the avoidance of duplicative record reten-
tion; and 
(II) the expected evidentiary needs of the Cor-
poration as receiver for a covered financial com-
pany and the public regarding the records of cov-
ered financial companies. 
(ii) RETENTION
OF
RECORDS.—Unless otherwise 
required by applicable Federal law or court order, the 
Corporation may not, at any time, destroy any records 
that are subject to clause (i). 
(iii) RECORDS DEFINED.—As used in this subpara-
graph, the terms ‘‘records’’ and ‘‘records of a covered 
financial company’’ mean any document, book, paper, 
map, photograph, microfiche, microfilm, computer or 
electronically-created record generated or maintained 
by the covered financial company in the course of and 
necessary to its transaction of business. 
(b) PRIORITY OF EXPENSES AND UNSECURED CLAIMS.— 
(1) IN GENERAL.—Unsecured claims against a covered finan-
cial company, or the Corporation as receiver for such covered 
financial company under this section, that are proven to the 
satisfaction of the receiver shall have priority in the following 
order: 
(A) Administrative expenses of the receiver. 
(B) Any amounts owed to the United States, unless 
the United States agrees or consents otherwise. 
(C) Wages, salaries, or commissions, including vaca-
tion, severance, and sick leave pay earned by an individual 
(other than an individual described in subparagraph (G)), 
but only to the extent of 11,725 for each individual (as 
indexed for inflation, by regulation of the Corporation) 
Deadline. 
Regulations. 
Public 
information. 
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124 STAT. 1476 
PUBLIC LAW 111–203—JULY 21, 2010 
earned not later than 180 days before the date of appoint-
ment of the Corporation as receiver. 
(D) Contributions owed to employee benefit plans 
arising from services rendered not later than 180 days 
before the date of appointment of the Corporation as 
receiver, to the extent of the number of employees covered 
by each such plan, multiplied by 11,725 (as indexed for 
inflation, by regulation of the Corporation), less the aggre-
gate amount paid to such employees under subparagraph 
(C), plus the aggregate amount paid by the receivership 
on behalf of such employees to any other employee benefit 
plan. 
(E) Any other general or senior liability of the covered 
financial company (which is not a liability described under 
subparagraph (F), (G), or (H)). 
(F) Any obligation subordinated to general creditors 
(which is not an obligation described under subparagraph 
(G) or (H)). 
(G) Any wages, salaries, or commissions, including 
vacation, severance, and sick leave pay earned, owed to 
senior executives and directors of the covered financial 
company. 
(H) Any obligation to shareholders, members, general 
partners, limited partners, or other persons, with interests 
in the equity of the covered financial company arising 
as a result of their status as shareholders, members, gen-
eral partners, limited partners, or other persons with 
interests in the equity of the covered financial company. 
(2) POST-RECEIVERSHIP FINANCING PRIORITY.—In the event 
that the Corporation, as receiver for a covered financial com-
pany, is unable to obtain unsecured credit for the covered 
financial company from commercial sources, the Corporation 
as receiver may obtain credit or incur debt on the part of 
the covered financial company, which shall have priority over 
any or all administrative expenses of the receiver under para-
graph (1)(A). 
(3) CLAIMS OF THE UNITED STATES.—Unsecured claims of 
the United States shall, at a minimum, have a higher priority 
than liabilities of the covered financial company that count 
as regulatory capital. 
(4) CREDITORS
SIMILARLY
SITUATED.—All claimants of a 
covered financial company that are similarly situated under 
paragraph (1) shall be treated in a similar manner, except 
that the Corporation may take any action (including making 
payments, subject to subsection (o)(1)(D)(i)) that does not 
comply with this subsection, if— 
(A) the Corporation determines that such action is 
necessary— 
(i) to maximize the value of the assets of the 
covered financial company; 
(ii) to initiate and continue operations essential 
to implementation of the receivership or any bridge 
financial company; 
(iii) to maximize the present value return from 
the sale or other disposition of the assets of the covered 
financial company; or 
Deadline. 
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124 STAT. 1477 
PUBLIC LAW 111–203—JULY 21, 2010 
(iv) to minimize the amount of any loss realized 
upon the sale or other disposition of the assets of 
the covered financial company; and 
(B) all claimants that are similarly situated under 
paragraph (1) receive not less than the amount provided 
in paragraphs (2) and (3) of subsection (d). 
(5) SECURED CLAIMS UNAFFECTED.—This section shall not 
affect secured claims or security entitlements in respect of 
assets or property held by the covered financial company, except 
to the extent that the security is insufficient to satisfy the 
claim, and then only with regard to the difference between 
the claim and the amount realized from the security. 
(6) PRIORITY OF EXPENSES AND UNSECURED CLAIMS IN THE 
ORDERLY LIQUIDATION OF SIPC MEMBER.—Where the Corporation 
is appointed as receiver for a covered broker or dealer, 
unsecured claims against such covered broker or dealer, or 
the Corporation as receiver for such covered broker or dealer 
under this section, that are proven to the satisfaction of the 
receiver under section 205(e), shall have the priority prescribed 
in paragraph (1), except that— 
(A) SIPC shall be entitled to recover administrative 
expenses incurred in performing its responsibilities under 
section 205 on an equal basis with the Corporation, in 
accordance with paragraph (1)(A); 
(B) the Corporation shall be entitled to recover any 
amounts paid to customers or to SIPC pursuant to section 
205(f), in accordance with paragraph (1)(B); 
(C) SIPC shall be entitled to recover any amounts 
paid out of the SIPC Fund to meet its obligations under 
section 205 and under the Securities Investor Protection 
Act of 1970 (15 U.S.C. 78aaa et seq.), which claim shall 
be subordinate to the claims payable under subparagraphs 
(A) and (B) of paragraph (1), but senior to all other claims; 
and 
(D) the Corporation may, after paying any proven 
claims to customers under section 205 and the Securities 
Investor Protection Act of 1970 (15 U.S.C. 78aaa et seq.), 
and as provided above, pay dividends on other proven 
claims, in its discretion, and to the extent that funds are 
available, in accordance with the priorities set forth in 
paragraph (1). 
(c) PROVISIONS RELATING TO CONTRACTS ENTERED INTO BEFORE 
APPOINTMENT OF RECEIVER.— 
(1) AUTHORITY TO REPUDIATE CONTRACTS.—In addition to 
any other rights that a receiver may have, the Corporation 
as receiver for any covered financial company may disaffirm 
or repudiate any contract or lease— 
(A) to which the covered financial company is a party; 
(B) the performance of which the Corporation as 
receiver, in the discretion of the Corporation, determines 
to be burdensome; and 
(C) the disaffirmance or repudiation of which the Cor-
poration as receiver determines, in the discretion of the 
Corporation, will promote the orderly administration of 
the affairs of the covered financial company. 
(2) TIMING OF REPUDIATION.—The Corporation, as receiver 
for any covered financial company, shall determine whether 
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124 STAT. 1478 
PUBLIC LAW 111–203—JULY 21, 2010 
or not to exercise the rights of repudiation under this section 
within a reasonable period of time. 
(3) CLAIMS FOR DAMAGES FOR REPUDIATION.— 
(A) IN GENERAL.—Except as provided in paragraphs 
(4), (5), and (6) and in subparagraphs (C), (D), and (E) 
of this paragraph, the liability of the Corporation as 
receiver 
for 
a 
covered 
financial 
company 
for 
the 
disaffirmance or repudiation of any contract pursuant to 
paragraph (1) shall be— 
(i) limited to actual direct compensatory damages; 
and 
(ii) determined as of— 
(I) the date of the appointment of the Corpora-
tion as receiver; or 
(II) in the case of any contract or agreement 
referred to in paragraph (8), the date of the 
disaffirmance or repudiation of such contract or 
agreement. 
(B) NO LIABILITY FOR OTHER DAMAGES.—For purposes 
of subparagraph (A), the term ‘‘actual direct compensatory 
damages’’ does not include— 
(i) punitive or exemplary damages; 
(ii) damages for lost profits or opportunity; or 
(iii) damages for pain and suffering. 
(C) MEASURE OF DAMAGES FOR REPUDIATION OF QUALI-
FIED FINANCIAL CONTRACTS.—In the case of any qualified 
financial contract or agreement to which paragraph (8) 
applies, compensatory damages shall be— 
(i) deemed to include normal and reasonable costs 
of cover or other reasonable measures of damages uti-
lized in the industries for such contract and agreement 
claims; and 
(ii) paid in accordance with this paragraph and 
subsection (d), except as otherwise specifically provided 
in this subsection. 
(D) MEASURE
OF
DAMAGES
FOR
REPUDIATION
OR 
DISAFFIRMANCE OF DEBT OBLIGATION.—In the case of any 
debt for borrowed money or evidenced by a security, actual 
direct compensatory damages shall be no less than the 
amount lent plus accrued interest plus any accreted 
original issue discount as of the date the Corporation was 
appointed receiver of the covered financial company and, 
to the extent that an allowed secured claim is secured 
by property the value of which is greater than the amount 
of such claim and any accrued interest through the date 
of repudiation or disaffirmance, such accrued interest 
pursuant to paragraph (1). 
(E) MEASURE
OF
DAMAGES
FOR
REPUDIATION
OR 
DISAFFIRMANCE OF CONTINGENT OBLIGATION.—In the case 
of any contingent obligation of a covered financial company 
consisting of any obligation under a guarantee, letter of 
credit, loan commitment, or similar credit obligation, the 
Corporation may, by rule or regulation, prescribe that 
actual direct compensatory damages shall be no less than 
the estimated value of the claim as of the date the Corpora-
tion was appointed receiver of the covered financial com-
pany, as such value is measured based on the likelihood 
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124 STAT. 1479 
PUBLIC LAW 111–203—JULY 21, 2010 
that such contingent claim would become fixed and the 
probable magnitude thereof. 
(4) LEASES UNDER WHICH THE COVERED FINANCIAL COMPANY 
IS THE LESSEE.— 
(A) IN GENERAL.—If the Corporation as receiver dis-
affirms or repudiates a lease under which the covered 
financial company is the lessee, the receiver shall not be 
liable for any damages (other than damages determined 
pursuant to subparagraph (B)) for the disaffirmance or 
repudiation of such lease. 
(B) PAYMENTS
OF
RENT.—Notwithstanding subpara-
graph (A), the lessor under a lease to which subparagraph 
(A) would otherwise apply shall— 
(i) be entitled to the contractual rent accruing 
before the later of the date on which— 
(I) the notice of disaffirmance or repudiation 
is mailed; or 
(II) the disaffirmance or repudiation becomes 
effective, unless the lessor is in default or breach 
of the terms of the lease; 
(ii) have no claim for damages under any accelera-
tion clause or other penalty provision in the lease; 
and 
(iii) have a claim for any unpaid rent, subject 
to all appropriate offsets and defenses, due as of the 
date of the appointment which shall be paid in accord-
ance with this paragraph and subsection (d). 
(5) LEASES UNDER WHICH THE COVERED FINANCIAL COMPANY 
IS THE LESSOR.— 
(A) IN GENERAL.—If the Corporation as receiver for 
a covered financial company repudiates an unexpired writ-
ten lease of real property of the covered financial company 
under which the covered financial company is the lessor 
and the lessee is not, as of the date of such repudiation, 
in default, the lessee under such lease may either— 
(i) treat the lease as terminated by such repudi-
ation; or 
(ii) remain in possession of the leasehold interest 
for the balance of the term of the lease, unless the 
lessee defaults under the terms of the lease after the 
date of such repudiation. 
(B) PROVISIONS APPLICABLE TO LESSEE REMAINING IN 
POSSESSION.—If any lessee under a lease described in 
subparagraph (A) remains in possession of a leasehold 
interest pursuant to clause (ii) of subparagraph (A)— 
(i) the lessee— 
(I) shall continue to pay the contractual rent 
pursuant to the terms of the lease after the date 
of the repudiation of such lease; and 
(II) may offset against any rent payment which 
accrues after the date of the repudiation of the 
lease, any damages which accrue after such date 
due to the nonperformance of any obligation of 
the covered financial company under the lease 
after such date; and 
(ii) the Corporation as receiver shall not be liable 
to the lessee for any damages arising after such date 
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124 STAT. 1480 
PUBLIC LAW 111–203—JULY 21, 2010 
as a result of the repudiation, other than the amount 
of any offset allowed under clause (i)(II). 
(6) CONTRACTS FOR THE SALE OF REAL PROPERTY.— 
(A) IN GENERAL.—If the receiver repudiates any con-
tract (which meets the requirements of subsection (a)(6)) 
for the sale of real property, and the purchaser of such 
real property under such contract is in possession and 
is not, as of the date of such repudiation, in default, such 
purchaser may either— 
(i) treat the contract as terminated by such repudi-
ation; or 
(ii) remain in possession of such real property. 
(B) PROVISIONS APPLICABLE TO PURCHASER REMAINING 
IN POSSESSION.—If any purchaser of real property under 
any contract described in subparagraph (A) remains in 
possession of such property pursuant to clause (ii) of 
subparagraph (A)— 
(i) the purchaser— 
(I) shall continue to make all payments due 
under the contract after the date of the repudiation 
of the contract; and 
(II) may offset against any such payments any 
damages which accrue after such date due to the 
nonperformance (after such date) of any obligation 
of the covered financial company under the con-
tract; and 
(ii) the Corporation as receiver shall— 
(I) not be liable to the purchaser for any dam-
ages arising after such date as a result of the 
repudiation, other than the amount of any offset 
allowed under clause (i)(II); 
(II) deliver title to the purchaser in accordance 
with the provisions of the contract; and 
(III) have no obligation under the contract 
other than the performance required under sub-
clause (II). 
(C) ASSIGNMENT AND SALE ALLOWED.— 
(i) IN GENERAL.—No provision of this paragraph 
shall be construed as limiting the right of the Corpora-
tion as receiver to assign the contract described in 
subparagraph (A) and sell the property, subject to the 
contract and the provisions of this paragraph. 
(ii) NO LIABILITY AFTER ASSIGNMENT AND SALE.— 
If an assignment and sale described in clause (i) is 
consummated, the Corporation as receiver shall have 
no further liability under the contract described in 
subparagraph (A) or with respect to the real property 
which was the subject of such contract. 
(7) PROVISIONS APPLICABLE TO SERVICE CONTRACTS.— 
(A) SERVICES
PERFORMED
BEFORE
APPOINTMENT.—In 
the case of any contract for services between any person 
and any covered financial company for which the Corpora-
tion has been appointed receiver, any claim of such person 
for services performed before the date of appointment shall 
be— 
(i) a claim to be paid in accordance with sub-
sections (a), (b), and (d); and 
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124 STAT. 1481 
PUBLIC LAW 111–203—JULY 21, 2010 
(ii) deemed to have arisen as of the date on which 
the receiver was appointed. 
(B) SERVICES
PERFORMED
AFTER
APPOINTMENT
AND 
PRIOR
TO
REPUDIATION.—If, in the case of any contract 
for services described in subparagraph (A), the Corporation 
as receiver accepts performance by the other person before 
making any determination to exercise the right of repudi-
ation of such contract under this section— 
(i) the other party shall be paid under the terms 
of the contract for the services performed; and 
(ii) the amount of such payment shall be treated 
as an administrative expense of the receivership. 
(C) ACCEPTANCE OF PERFORMANCE NO BAR TO SUBSE-
QUENT REPUDIATION.—The acceptance by the Corporation 
as receiver for services referred to in subparagraph (B) 
in connection with a contract described in subparagraph 
(B) shall not affect the right of the Corporation as receiver 
to repudiate such contract under this section at any time 
after such performance. 
(8) CERTAIN QUALIFIED FINANCIAL CONTRACTS.— 
(A) RIGHTS OF PARTIES TO CONTRACTS.—Subject to sub-
section (a)(8) and paragraphs (9) and (10) of this subsection, 
and notwithstanding any other provision of this section, 
any other provision of Federal law, or the law of any 
State, no person shall be stayed or prohibited from exer-
cising— 
(i) any right that such person has to cause the 
termination, liquidation, or acceleration of any quali-
fied financial contract with a covered financial company 
which arises upon the date of appointment of the Cor-
poration as receiver for such covered financial company 
or at any time after such appointment; 
(ii) any right under any security agreement or 
arrangement or other credit enhancement related to 
one or more qualified financial contracts described in 
clause (i); or 
(iii) any right to offset or net out any termination 
value, payment amount, or other transfer obligation 
arising under or in connection with 1 or more contracts 
or agreements described in clause (i), including any 
master agreement for such contracts or agreements. 
(B) APPLICABILITY OF OTHER PROVISIONS.—Subsection 
(a)(8) shall apply in the case of any judicial action or 
proceeding brought against the Corporation as receiver 
referred to in subparagraph (A), or the subject covered 
financial company, by any party to a contract or agreement 
described in subparagraph (A)(i) with such covered finan-
cial company. 
(C) CERTAIN TRANSFERS NOT AVOIDABLE.— 
(i) 
IN
GENERAL.—Notwithstanding 
subsection 
(a)(11), (a)(12), or (c)(12), section 5242 of the Revised 
Statutes of the United States, or any other provision 
of Federal or State law relating to the avoidance of 
preferential or fraudulent transfers, the Corporation, 
whether acting as the Corporation or as receiver for 
a covered financial company, may not avoid any 
transfer of money or other property in connection with 
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124 STAT. 1482 
PUBLIC LAW 111–203—JULY 21, 2010 
any qualified financial contract with a covered financial 
company. 
(ii) EXCEPTION FOR CERTAIN TRANSFERS.—Clause 
(i) shall not apply to any transfer of money or other 
property in connection with any qualified financial con-
tract with a covered financial company if the transferee 
had actual intent to hinder, delay, or defraud such 
company, the creditors of such company, or the Cor-
poration as receiver appointed for such company. 
(D) CERTAIN CONTRACTS AND AGREEMENTS DEFINED.— 
For purposes of this subsection, the following definitions 
shall apply: 
(i) QUALIFIED
FINANCIAL
CONTRACT.—The term 
‘‘qualified financial contract’’ means any securities con-
tract, commodity contract, forward contract, repurchase 
agreement, swap agreement, and any similar agree-
ment that the Corporation determines by regulation, 
resolution, or order to be a qualified financial contract 
for purposes of this paragraph. 
(ii) SECURITIES CONTRACT.—The term ‘‘securities 
contract’’— 
(I) means a contract for the purchase, sale, 
or loan of a security, a certificate of deposit, a 
mortgage loan, any interest in a mortgage loan, 
a group or index of securities, certificates of 
deposit, or mortgage loans or interests therein 
(including any interest therein or based on the 
value thereof), or any option on any of the fore-
going, including any option to purchase or sell 
any such security, certificate of deposit, mortgage 
loan, interest, group or index, or option, and 
including any repurchase or reverse repurchase 
transaction on any such security, certificate of 
deposit, mortgage loan, interest, group or index, 
or option (whether or not such repurchase or 
reverse repurchase transaction is a ‘‘repurchase 
agreement’’, as defined in clause (v)); 
(II) does not include any purchase, sale, or 
repurchase obligation under a participation in a 
commercial mortgage loan unless the Corporation 
determines by regulation, resolution, or order to 
include any such agreement within the meaning 
of such term; 
(III) means any option entered into on a 
national securities exchange relating to foreign 
currencies; 
(IV) means the guarantee (including by nova-
tion) by or to any securities clearing agency of 
any settlement of cash, securities, certificates of 
deposit, mortgage loans or interests therein, group 
or index of securities, certificates of deposit or 
mortgage loans or interests therein (including any 
interest therein or based on the value thereof) 
or an option on any of the foregoing, including 
any option to purchase or sell any such security, 
certificate of deposit, mortgage loan, interest, 
group or index, or option (whether or not such 
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124 STAT. 1483 
PUBLIC LAW 111–203—JULY 21, 2010 
settlement is in connection with any agreement 
or transaction referred to in subclauses (I) through 
(XII) (other than subclause (II))); 
(V) means any margin loan; 
(VI) means any extension of credit for the 
clearance or settlement of securities transactions; 
(VII) means any loan transaction coupled with 
a securities collar transaction, any prepaid securi-
ties forward transaction, or any total return swap 
transaction coupled with a securities sale trans-
action; 
(VIII) means any other agreement or trans-
action that is similar to any agreement or trans-
action referred to in this clause; 
(IX) means any combination of the agreements 
or transactions referred to in this clause; 
(X) means any option to enter into any agree-
ment or transaction referred to in this clause; 
(XI) means a master agreement that provides 
for an agreement or transaction referred to in any 
of subclauses (I) through (X), other than subclause 
(II), together with all supplements to any such 
master agreement, without regard to whether the 
master agreement provides for an agreement or 
transaction that is not a securities contract under 
this clause, except that the master agreement shall 
be considered to be a securities contract under 
this clause only with respect to each agreement 
or transaction under the master agreement that 
is referred to in any of subclauses (I) through 
(X), other than subclause (II); and 
(XII) means any security agreement or 
arrangement or other credit enhancement related 
to any agreement or transaction referred to in 
this clause, including any guarantee or reimburse-
ment obligation in connection with any agreement 
or transaction referred to in this clause. 
(iii) COMMODITY CONTRACT.—The term ‘‘commodity 
contract’’ means— 
(I) with respect to a futures commission mer-
chant, a contract for the purchase or sale of a 
commodity for future delivery on, or subject to 
the rules of, a contract market or board of trade; 
(II) with respect to a foreign futures commis-
sion merchant, a foreign future; 
(III) with respect to a leverage transaction 
merchant, a leverage transaction; 
(IV) with respect to a clearing organization, 
a contract for the purchase or sale of a commodity 
for future delivery on, or subject to the rules of, 
a contract market or board of trade that is cleared 
by such clearing organization, or commodity option 
traded on, or subject to the rules of, a contract 
market or board of trade that is cleared by such 
clearing organization; 
(V) with respect to a commodity options dealer, 
a commodity option; 
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124 STAT. 1484 
PUBLIC LAW 111–203—JULY 21, 2010 
(VI) any other agreement or transaction that 
is similar to any agreement or transaction referred 
to in this clause; 
(VII) any combination of the agreements or 
transactions referred to in this clause; 
(VIII) any option to enter into any agreement 
or transaction referred to in this clause; 
(IX) a master agreement that provides for an 
agreement or transaction referred to in any of 
subclauses (I) through (VIII), together with all 
supplements to any such master agreement, with-
out regard to whether the master agreement pro-
vides for an agreement or transaction that is not 
a commodity contract under this clause, except 
that the master agreement shall be considered 
to be a commodity contract under this clause only 
with respect to each agreement or transaction 
under the master agreement that is referred to 
in any of subclauses (I) through (VIII); or 
(X) any security agreement or arrangement 
or other credit enhancement related to any agree-
ment or transaction referred to in this clause, 
including any guarantee or reimbursement obliga-
tion in connection with any agreement or trans-
action referred to in this clause. 
(iv) FORWARD CONTRACT.—The term ‘‘forward con-
tract’’ means— 
(I) a contract (other than a commodity con-
tract) for the purchase, sale, or transfer of a com-
modity or any similar good, article, service, right, 
or interest which is presently or in the future 
becomes the subject of dealing in the forward con-
tract trade, or product or byproduct thereof, with 
a maturity date that is more than 2 days after 
the date on which the contract is entered into, 
including a repurchase or reverse repurchase 
transaction (whether or not such repurchase or 
reverse repurchase transaction is a ‘‘repurchase 
agreement’’, as defined in clause (v)), consignment, 
lease, swap, hedge transaction, deposit, loan, 
option, allocated transaction, unallocated trans-
action, or any other similar agreement; 
(II) any combination of agreements or trans-
actions referred to in subclauses (I) and (III); 
(III) any option to enter into any agreement 
or transaction referred to in subclause (I) or (II); 
(IV) a master agreement that provides for an 
agreement or transaction referred to in subclause 
(I), (II), or (III), together with all supplements 
to any such master agreement, without regard to 
whether the master agreement provides for an 
agreement or transaction that is not a forward 
contract under this clause, except that the master 
agreement shall be considered to be a forward 
contract under this clause only with respect to 
each agreement or transaction under the master 
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124 STAT. 1485 
PUBLIC LAW 111–203—JULY 21, 2010 
agreement that is referred to in subclause (I), (II), 
or (III); or 
(V) any security agreement or arrangement 
or other credit enhancement related to any agree-
ment or transaction referred to in subclause (I), 
(II), (III), or (IV), including any guarantee or 
reimbursement obligation in connection with any 
agreement or transaction referred to in any such 
subclause. 
(v) 
REPURCHASE
AGREEMENT.—The 
term 
‘‘repurchase agreement’’ (which definition also applies 
to a reverse repurchase agreement)— 
(I) means an agreement, including related 
terms, which provides for the transfer of one or 
more certificates of deposit, mortgage related secu-
rities (as such term is defined in section 3 of the 
Securities Exchange Act of 1934), mortgage loans, 
interests in mortgage-related securities or mort-
gage loans, eligible bankers’ acceptances, qualified 
foreign government securities (which, for purposes 
of this clause, means a security that is a direct 
obligation of, or that is fully guaranteed by, the 
central government of a member of the Organiza-
tion for Economic Cooperation and Development, 
as determined by regulation or order adopted by 
the Board of Governors), or securities that are 
direct obligations of, or that are fully guaranteed 
by, the United States or any agency of the United 
States against the transfer of funds by the trans-
feree of such certificates of deposit, eligible 
bankers’ acceptances, securities, mortgage loans, 
or interests with a simultaneous agreement by 
such transferee to transfer to the transferor thereof 
certificates of deposit, eligible bankers’ accept-
ances, securities, mortgage loans, or interests as 
described above, at a date certain not later than 
1 year after such transfers or on demand, against 
the transfer of funds, or any other similar agree-
ment; 
(II) does not include any repurchase obligation 
under a participation in a commercial mortgage 
loan, unless the Corporation determines, by regula-
tion, resolution, or order to include any such 
participation within the meaning of such term; 
(III) means any combination of agreements 
or transactions referred to in subclauses (I) and 
(IV); 
(IV) means any option to enter into any agree-
ment or transaction referred to in subclause (I) 
or (III); 
(V) means a master agreement that provides 
for an agreement or transaction referred to in sub-
clause (I), (III), or (IV), together with all supple-
ments to any such master agreement, without 
regard to whether the master agreement provides 
for an agreement or transaction that is not a 
repurchase agreement under this clause, except 
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124 STAT. 1486 
PUBLIC LAW 111–203—JULY 21, 2010 
that the master agreement shall be considered 
to be a repurchase agreement under this subclause 
only with respect to each agreement or transaction 
under the master agreement that is referred to 
in subclause (I), (III), or (IV); and 
(VI) means any security agreement or arrange-
ment or other credit enhancement related to any 
agreement or transaction referred to in subclause 
(I), (III), (IV), or (V), including any guarantee or 
reimbursement obligation in connection with any 
agreement or transaction referred to in any such 
subclause. 
(vi) SWAP
AGREEMENT.—The term ‘‘swap agree-
ment’’ means— 
(I) any agreement, including the terms and 
conditions incorporated by reference in any such 
agreement, which is an interest rate swap, option, 
future, or forward agreement, including a rate 
floor, rate cap, rate collar, cross-currency rate 
swap, and basis swap; a spot, same day-tomorrow, 
tomorrow-next, forward, or other foreign exchange, 
precious metals, or other commodity agreement; 
a currency swap, option, future, or forward agree-
ment; an equity index or equity swap, option, 
future, or forward agreement; a debt index or debt 
swap, option, future, or forward agreement; a total 
return, credit spread or credit swap, option, future, 
or forward agreement; a commodity index or com-
modity swap, option, future, or forward agreement; 
weather swap, option, future, or forward agree-
ment; an emissions swap, option, future, or for-
ward agreement; or an inflation swap, option, 
future, or forward agreement; 
(II) any agreement or transaction that is 
similar to any other agreement or transaction 
referred to in this clause and that is of a type 
that has been, is presently, or in the future 
becomes, the subject of recurrent dealings in the 
swap or other derivatives markets (including terms 
and conditions incorporated by reference in such 
agreement) and that is a forward, swap, future, 
option, or spot transaction on one or more rates, 
currencies, commodities, equity securities or other 
equity instruments, debt securities or other debt 
instruments, quantitative measures associated 
with an occurrence, extent of an occurrence, or 
contingency associated with a financial, commer-
cial, or economic consequence, or economic or 
financial indices or measures of economic or finan-
cial risk or value; 
(III) any combination of agreements or trans-
actions referred to in this clause; 
(IV) any option to enter into any agreement 
or transaction referred to in this clause; 
(V) a master agreement that provides for an 
agreement or transaction referred to in subclause 
(I), (II), (III), or (IV), together with all supplements 
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124 STAT. 1487 
PUBLIC LAW 111–203—JULY 21, 2010 
to any such master agreement, without regard to 
whether the master agreement contains an agree-
ment or transaction that is not a swap agreement 
under this clause, except that the master agree-
ment shall be considered to be a swap agreement 
under this clause only with respect to each agree-
ment or transaction under the master agreement 
that is referred to in subclause (I), (II), (III), or 
(IV); and 
(VI) any security agreement or arrangement 
or other credit enhancement related to any agree-
ment or transaction referred to in any of sub-
clauses (I) through (V), including any guarantee 
or reimbursement obligation in connection with 
any agreement or transaction referred to in any 
such clause. 
(vii) DEFINITIONS
RELATING
TO
DEFAULT.—When 
used in this paragraph and paragraphs (9) and (10)— 
(I) the term ‘‘default’’ means, with respect to 
a covered financial company, any adjudication or 
other official decision by any court of competent 
jurisdiction, or other public authority pursuant to 
which 
the 
Corporation 
has 
been 
appointed 
receiver; and 
(II) the term ‘‘in danger of default’’ means 
a covered financial company with respect to which 
the Corporation or appropriate State authority has 
determined that— 
(aa) in the opinion of the Corporation or 
such authority— 
(AA) the covered financial company 
is not likely to be able to pay its obliga-
tions in the normal course of business; 
and 
(BB) there is no reasonable prospect 
that the covered financial company will 
be able to pay such obligations without 
Federal assistance; or 
(bb) in the opinion of the Corporation or 
such authority— 
(AA) the covered financial company 
has incurred or is likely to incur losses 
that will deplete all or substantially all 
of its capital; and 
(BB) there is no reasonable prospect 
that the capital will be replenished with-
out Federal assistance. 
(viii) TREATMENT OF MASTER AGREEMENT AS ONE 
AGREEMENT.—Any master agreement for any contract 
or agreement described in any of clauses (i) through 
(vi) (or any master agreement for such master agree-
ment or agreements), together with all supplements 
to such master agreement, shall be treated as a single 
agreement and a single qualified financial contact. If 
a master agreement contains provisions relating to 
agreements or transactions that are not themselves 
qualified financial contracts, the master agreement 
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124 STAT. 1488 
PUBLIC LAW 111–203—JULY 21, 2010 
shall be deemed to be a qualified financial contract 
only with respect to those transactions that are them-
selves qualified financial contracts. 
(ix) TRANSFER.—The term ‘‘transfer’’ means every 
mode, direct or indirect, absolute or conditional, vol-
untary or involuntary, of disposing of or parting with 
property or with an interest in property, including 
retention of title as a security interest and foreclosure 
of the equity of redemption of the covered financial 
company. 
(x) PERSON.—The term ‘‘person’’ includes any 
governmental entity in addition to any entity included 
in the definition of such term in section 1, title 1, 
United States Code. 
(E) CLARIFICATION.—No provision of law shall be con-
strued as limiting the right or power of the Corporation, 
or authorizing any court or agency to limit or delay, in 
any manner, the right or power of the Corporation to 
transfer any qualified financial contract or to disaffirm 
or repudiate any such contract in accordance with this 
subsection. 
(F) WALKAWAY CLAUSES NOT EFFECTIVE.— 
(i) IN GENERAL.—Notwithstanding the provisions 
of subparagraph (A) of this paragraph and sections 
403 and 404 of the Federal Deposit Insurance Corpora-
tion Improvement Act of 1991, no walkaway clause 
shall be enforceable in a qualified financial contract 
of a covered financial company in default. 
(ii) LIMITED
SUSPENSION
OF
CERTAIN
OBLIGA-
TIONS.—In the case of a qualified financial contract 
referred to in clause (i), any payment or delivery obliga-
tions otherwise due from a party pursuant to the quali-
fied financial contract shall be suspended from the 
time at which the Corporation is appointed as receiver 
until the earlier of— 
(I) the time at which such party receives notice 
that such contract has been transferred pursuant 
to paragraph (10)(A); or 
(II) 5:00 p.m. (eastern time) on the business 
day following the date of the appointment of the 
Corporation as receiver. 
(iii) WALKAWAY
CLAUSE
DEFINED.—For purposes 
of this subparagraph, the term ‘‘walkaway clause’’ 
means any provision in a qualified financial contract 
that suspends, conditions, or extinguishes a payment 
obligation of a party, in whole or in part, or does 
not create a payment obligation of a party that would 
otherwise exist, solely because of the status of such 
party as a nondefaulting party in connection with the 
insolvency of a covered financial company that is a 
party to the contract or the appointment of or the 
exercise of rights or powers by the Corporation as 
receiver for such covered financial company, and not 
as a result of the exercise by a party of any right 
to offset, setoff, or net obligations that exist under 
the contract, any other contract between those parties, 
or applicable law. 
Time period. 
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124 STAT. 1489 
PUBLIC LAW 111–203—JULY 21, 2010 
(G) CERTAIN
OBLIGATIONS
TO
CLEARING
ORGANIZA-
TIONS.—In the event that the Corporation has been 
appointed as receiver for a covered financial company which 
is a party to any qualified financial contract cleared by 
or subject to the rules of a clearing organization (as defined 
in paragraph (9)(D)), the receiver shall use its best efforts 
to meet all margin, collateral, and settlement obligations 
of the covered financial company that arise under qualified 
financial contracts (other than any margin, collateral, or 
settlement obligation that is not enforceable against the 
receiver under paragraph (8)(F)(i) or paragraph (10)(B)), 
as required by the rules of the clearing organization when 
due. Notwithstanding any other provision of this title, if 
the receiver fails to satisfy any such margin, collateral, 
or settlement obligations under the rules of the clearing 
organization, the clearing organization shall have the 
immediate right to exercise, and shall not be stayed from 
exercising, all of its rights and remedies under its rules 
and applicable law with respect to any qualified financial 
contract of the covered financial company, including, with-
out limitation, the right to liquidate all positions and collat-
eral of such covered financial company under the company’s 
qualified financial contracts, and suspend or cease to act 
for such covered financial company, all in accordance with 
the rules of the clearing organization. 
(H) RECORDKEEPING.— 
(i) JOINT
RULEMAKING.—The Federal primary 
financial regulatory agencies shall jointly prescribe 
regulations requiring that financial companies main-
tain such records with respect to qualified financial 
contracts (including market valuations) that the Fed-
eral primary financial regulatory agencies determine 
to be necessary or appropriate in order to assist the 
Corporation as receiver for a covered financial company 
in being able to exercise its rights and fulfill its obliga-
tions under this paragraph or paragraph (9) or (10). 
(ii) TIME FRAME.—The Federal primary financial 
regulatory agencies shall prescribe joint final or 
interim final regulations not later than 24 months 
after the date of enactment of this Act. 
(iii) BACK-UP RULEMAKING AUTHORITY.—If the Fed-
eral primary financial regulatory agencies do not pre-
scribe joint final or interim final regulations within 
the time frame in clause (ii), the Chairperson of the 
Council shall prescribe, in consultation with the Cor-
poration, the regulations required by clause (i). 
(iv) CATEGORIZATION AND TIERING.—The joint regu-
lations prescribed under clause (i) shall, as appropriate, 
differentiate among financial companies by taking into 
consideration their size, risk, complexity, leverage, fre-
quency and dollar amount of qualified financial con-
tracts, interconnectedness to the financial system, and 
any other factors deemed appropriate. 
(9) TRANSFER OF QUALIFIED FINANCIAL CONTRACTS.— 
(A) IN GENERAL.—In making any transfer of assets 
or liabilities of a covered financial company in default, 
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124 STAT. 1490 
PUBLIC LAW 111–203—JULY 21, 2010 
which includes any qualified financial contract, the Cor-
poration as receiver for such covered financial company 
shall either— 
(i) transfer to one financial institution, other than 
a financial institution for which a conservator, receiver, 
trustee in bankruptcy, or other legal custodian has 
been appointed or which is otherwise the subject of 
a bankruptcy or insolvency proceeding— 
(I) all qualified financial contracts between 
any person or any affiliate of such person and 
the covered financial company in default; 
(II) all claims of such person or any affiliate 
of such person against such covered financial com-
pany under any such contract (other than any 
claim which, under the terms of any such contract, 
is subordinated to the claims of general unsecured 
creditors of such company); 
(III) all claims of such covered financial com-
pany against such person or any affiliate of such 
person under any such contract; and 
(IV) all property securing or any other credit 
enhancement for any contract described in sub-
clause (I) or any claim described in subclause (II) 
or (III) under any such contract; or 
(ii) transfer none of the qualified financial con-
tracts, claims, property or other credit enhancement 
referred to in clause (i) (with respect to such person 
and any affiliate of such person). 
(B) TRANSFER TO FOREIGN BANK, FINANCIAL INSTITU-
TION, OR
BRANCH
OR
AGENCY
THEREOF.—In transferring 
any qualified financial contracts and related claims and 
property under subparagraph (A)(i), the Corporation as 
receiver for the covered financial company shall not make 
such transfer to a foreign bank, financial institution orga-
nized under the laws of a foreign country, or a branch 
or agency of a foreign bank or financial institution unless, 
under the law applicable to such bank, financial institution, 
branch or agency, to the qualified financial contracts, and 
to any netting contract, any security agreement or arrange-
ment or other credit enhancement related to one or more 
qualified financial contracts, the contractual rights of the 
parties to such qualified financial contracts, netting con-
tracts, security agreements or arrangements, or other credit 
enhancements are enforceable substantially to the same 
extent as permitted under this section. 
(C) TRANSFER OF CONTRACTS SUBJECT TO THE RULES 
OF A CLEARING ORGANIZATION.—In the event that the Cor-
poration as receiver for a financial institution transfers 
any qualified financial contract and related claims, prop-
erty, or credit enhancement pursuant to subparagraph 
(A)(i) and such contract is cleared by or subject to the 
rules of a clearing organization, the clearing organization 
shall not be required to accept the transferee as a member 
by virtue of the transfer. 
(D) DEFINITIONS.—For purposes of this paragraph— 
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124 STAT. 1491 
PUBLIC LAW 111–203—JULY 21, 2010 
(i) the term ‘‘financial institution’’ means a broker 
or dealer, a depository institution, a futures commis-
sion merchant, a bridge financial company, or any 
other institution determined by the Corporation, by 
regulation, to be a financial institution; and 
(ii) the term ‘‘clearing organization’’ has the same 
meaning as in section 402 of the Federal Deposit Insur-
ance Corporation Improvement Act of 1991. 
(10) NOTIFICATION OF TRANSFER.— 
(A) IN GENERAL.— 
(i) NOTICE.—The Corporation shall provide notice 
in accordance with clause (ii), if— 
(I) the Corporation as receiver for a covered 
financial company in default or in danger of default 
transfers any assets or liabilities of the covered 
financial company; and 
(II) the transfer includes any qualified finan-
cial contract. 
(ii) TIMING.—The Corporation as receiver for a cov-
ered financial company shall notify any person who 
is a party to any contract described in clause (i) of 
such transfer not later than 5:00 p.m. (eastern time) 
on the business day following the date of the appoint-
ment of the Corporation as receiver. 
(B) CERTAIN RIGHTS NOT ENFORCEABLE.— 
(i) RECEIVERSHIP.—A person who is a party to 
a qualified financial contract with a covered financial 
company may not exercise any right that such person 
has to terminate, liquidate, or net such contract under 
paragraph (8)(A) solely by reason of or incidental to 
the appointment under this section of the Corporation 
as receiver for the covered financial company (or the 
insolvency or financial condition of the covered finan-
cial company for which the Corporation has been 
appointed as receiver)— 
(I) until 5:00 p.m. (eastern time) on the busi-
ness day following the date of the appointment; 
or 
(II) after the person has received notice that 
the contract has been transferred pursuant to 
paragraph (9)(A). 
(ii) NOTICE.—For purposes of this paragraph, the 
Corporation as receiver for a covered financial company 
shall be deemed to have notified a person who is a 
party to a qualified financial contract with such covered 
financial company, if the Corporation has taken steps 
reasonably calculated to provide notice to such person 
by the time specified in subparagraph (A). 
(C) TREATMENT OF BRIDGE FINANCIAL COMPANY.—For 
purposes of paragraph (9), a bridge financial company shall 
not be considered to be a financial institution for which 
a conservator, receiver, trustee in bankruptcy, or other 
legal custodian has been appointed, or which is otherwise 
the subject of a bankruptcy or insolvency proceeding. 
(D) BUSINESS DAY DEFINED.—For purposes of this para-
graph, the term ‘‘business day’’ means any day other than 
any Saturday, Sunday, or any day on which either the 
Time period. 
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124 STAT. 1492 
PUBLIC LAW 111–203—JULY 21, 2010 
New York Stock Exchange or the Federal Reserve Bank 
of New York is closed. 
(11) DISAFFIRMANCE OR REPUDIATION OF QUALIFIED FINAN-
CIAL CONTRACTS.—In exercising the rights of disaffirmance or 
repudiation of the Corporation as receiver with respect to any 
qualified financial contract to which a covered financial com-
pany is a party, the Corporation shall either— 
(A) disaffirm or repudiate all qualified financial con-
tracts between— 
(i) any person or any affiliate of such person; and 
(ii) the covered financial company in default; or 
(B) disaffirm or repudiate none of the qualified finan-
cial contracts referred to in subparagraph (A) (with respect 
to such person or any affiliate of such person). 
(12) CERTAIN
SECURITY
AND
CUSTOMER
INTERESTS
NOT 
AVOIDABLE.—No provision of this subsection shall be construed 
as permitting the avoidance of any— 
(A) legally enforceable or perfected security interest 
in any of the assets of any covered financial company, 
except in accordance with subsection (a)(11); or 
(B) legally enforceable interest in customer property, 
security entitlements in respect of assets or property held 
by the covered financial company for any security entitle-
ment holder. 
(13) AUTHORITY TO ENFORCE CONTRACTS.— 
(A) IN GENERAL.—The Corporation, as receiver for a 
covered financial company, may enforce any contract, other 
than a liability insurance contract of a director or officer, 
a financial institution bond entered into by the covered 
financial company, notwithstanding any provision of the 
contract providing for termination, default, acceleration, 
or exercise of rights upon, or solely by reason of, insolvency, 
the appointment of or the exercise of rights or powers 
by the Corporation as receiver, the filing of the petition 
pursuant to section 202(a)(1), or the issuance of the rec-
ommendations or determination, or any actions or events 
occurring in connection therewith or as a result thereof, 
pursuant to section 203. 
(B) CERTAIN RIGHTS NOT AFFECTED.—No provision of 
this paragraph may be construed as impairing or affecting 
any right of the Corporation as receiver to enforce or 
recover under a liability insurance contract of a director 
or officer or financial institution bond under other 
applicable law. 
(C) CONSENT REQUIREMENT AND IPSO FACTO CLAUSES.— 
(i) IN GENERAL.—Except as otherwise provided by 
this section, no person may exercise any right or power 
to terminate, accelerate, or declare a default under 
any contract to which the covered financial company 
is a party (and no provision in any such contract pro-
viding for such default, termination, or acceleration 
shall be enforceable), or to obtain possession of or 
exercise control over any property of the covered finan-
cial company or affect any contractual rights of the 
covered financial company, without the consent of the 
Time period. 
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124 STAT. 1493 
PUBLIC LAW 111–203—JULY 21, 2010 
Corporation as receiver for the covered financial com-
pany during the 90 day period beginning from the 
appointment of the Corporation as receiver. 
(ii) EXCEPTIONS.—No provision of this subpara-
graph shall apply to a director or officer liability insur-
ance contract or a financial institution bond, to the 
rights of parties to certain qualified financial contracts 
pursuant to paragraph (8), or to the rights of parties 
to netting contracts pursuant to subtitle A of title 
IV of the Federal Deposit Insurance Corporation 
Improvement Act of 1991 (12 U.S.C. 4401 et seq.), 
or shall be construed as permitting the Corporation 
as receiver to fail to comply with otherwise enforceable 
provisions of such contract. 
(D) CONTRACTS TO EXTEND CREDIT.—Notwithstanding 
any other provision in this title, if the Corporation as 
receiver enforces any contract to extend credit to the cov-
ered financial company or bridge financial company, any 
valid and enforceable obligation to repay such debt shall 
be paid by the Corporation as receiver, as an administrative 
expense of the receivership. 
(14) EXCEPTION FOR FEDERAL RESERVE BANKS AND CORPORA-
TION SECURITY INTEREST.—No provision of this subsection shall 
apply with respect to— 
(A) any extension of credit from any Federal reserve 
bank or the Corporation to any covered financial company; 
or 
(B) any security interest in the assets of the covered 
financial company securing any such extension of credit. 
(15) SAVINGS
CLAUSE.—The meanings of terms used in 
this subsection are applicable for purposes of this subsection 
only, and shall not be construed or applied so as to challenge 
or affect the characterization, definition, or treatment of any 
similar terms under any other statute, regulation, or rule, 
including the Gramm-Leach-Bliley Act, the Legal Certainty 
for Bank Products Act of 2000, the securities laws (as that 
term is defined in section 3(a)(47) of the Securities Exchange 
Act of 1934), and the Commodity Exchange Act. 
(16) ENFORCEMENT OF CONTRACTS GUARANTEED BY THE COV-
ERED FINANCIAL COMPANY.— 
(A) IN GENERAL.—The Corporation, as receiver for a 
covered financial company or as receiver for a subsidiary 
of a covered financial company (including an insured 
depository institution) shall have the power to enforce con-
tracts of subsidiaries or affiliates of the covered financial 
company, the obligations under which are guaranteed or 
otherwise supported by or linked to the covered financial 
company, notwithstanding any contractual right to cause 
the termination, liquidation, or acceleration of such con-
tracts based solely on the insolvency, financial condition, 
or receivership of the covered financial company, if— 
(i) such guaranty or other support and all related 
assets and liabilities are transferred to and assumed 
by a bridge financial company or a third party (other 
than a third party for which a conservator, receiver, 
trustee in bankruptcy, or other legal custodian has 
been appointed, or which is otherwise the subject of 
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124 STAT. 1494 
PUBLIC LAW 111–203—JULY 21, 2010 
a bankruptcy or insolvency proceeding) within the 
same period of time as the Corporation is entitled 
to transfer the qualified financial contracts of such 
covered financial company; or 
(ii) the Corporation, as receiver, otherwise provides 
adequate protection with respect to such obligations. 
(B) RULE
OF
CONSTRUCTION.—For purposes of this 
paragraph, a bridge financial company shall not be consid-
ered to be a third party for which a conservator, receiver, 
trustee in bankruptcy, or other legal custodian has been 
appointed, or which is otherwise the subject of a bankruptcy 
or insolvency proceeding. 
(d) VALUATION OF CLAIMS IN DEFAULT.— 
(1) IN GENERAL.—Notwithstanding any other provision of 
Federal law or the law of any State, and regardless of the 
method utilized by the Corporation for a covered financial com-
pany, including transactions authorized under subsection (h), 
this subsection shall govern the rights of the creditors of any 
such covered financial company. 
(2) MAXIMUM LIABILITY.—The maximum liability of the Cor-
poration, acting as receiver for a covered financial company 
or in any other capacity, to any person having a claim against 
the Corporation as receiver or the covered financial company 
for which the Corporation is appointed shall equal the amount 
that such claimant would have received if— 
(A) the Corporation had not been appointed receiver 
with respect to the covered financial company; and 
(B) the covered financial company had been liquidated 
under chapter 7 of the Bankruptcy Code, or any similar 
provision of State insolvency law applicable to the covered 
financial company. 
(3) SPECIAL PROVISION FOR ORDERLY LIQUIDATION BY SIPC.— 
The maximum liability of the Corporation, acting as receiver 
or in its corporate capacity for any covered broker or dealer 
to any customer of such covered broker or dealer, with respect 
to customer property of such customer, shall be— 
(A) equal to the amount that such customer would 
have received with respect to such customer property in 
a case initiated by SIPC under the Securities Investor 
Protection Act of 1970 (15 U.S.C. 78aaa et seq.); and 
(B) determined as of the close of business on the date 
on which the Corporation is appointed as receiver. 
(4) ADDITIONAL PAYMENTS AUTHORIZED.— 
(A) IN GENERAL.—Subject to subsection (o)(1)(D)(i), the 
Corporation, with the approval of the Secretary, may make 
additional payments or credit additional amounts to or 
with respect to or for the account of any claimant or cat-
egory of claimants of the covered financial company, if 
the Corporation determines that such payments or credits 
are necessary or appropriate to minimize losses to the 
Corporation as receiver from the orderly liquidation of the 
covered financial company under this section. 
(B) LIMITATIONS.— 
(i) PROHIBITION.—The Corporation shall not make 
any payments or credit amounts to any claimant or 
category of claimants that would result in any claimant 
receiving more than the face value amount of any 
Determination. 
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124 STAT. 1495 
PUBLIC LAW 111–203—JULY 21, 2010 
claim that is proven to the satisfaction of the Corpora-
tion. 
(ii) NO OBLIGATION.—Notwithstanding any other 
provision of Federal or State law, or the Constitution 
of any State, the Corporation shall not be obligated, 
as a result of having made any payment under 
subparagraph (A) or credited any amount described 
in subparagraph (A) to or with respect to, or for the 
account, of any claimant or category of claimants, to 
make payments to any other claimant or category of 
claimants. 
(C) MANNER OF PAYMENT.—The Corporation may make 
payments or credit amounts under subparagraph (A) 
directly to the claimants or may make such payments 
or credit such amounts to a company other than a covered 
financial company or a bridge financial company estab-
lished with respect thereto in order to induce such other 
company to accept liability for such claims. 
(e) LIMITATION ON COURT ACTION.—Except as provided in this 
title, no court may take any action to restrain or affect the exercise 
of powers or functions of the receiver hereunder, and any remedy 
against the Corporation or receiver shall be limited to money dam-
ages determined in accordance with this title. 
(f) LIABILITY OF DIRECTORS AND OFFICERS.— 
(1) IN GENERAL.—A director or officer of a covered financial 
company may be held personally liable for monetary damages 
in any civil action described in paragraph (2) by, on behalf 
of, or at the request or direction of the Corporation, which 
action is prosecuted wholly or partially for the benefit of the 
Corporation— 
(A) acting as receiver for such covered financial com-
pany; 
(B) acting based upon a suit, claim, or cause of action 
purchased from, assigned by, or otherwise conveyed by 
the Corporation as receiver; or 
(C) acting based upon a suit, claim, or cause of action 
purchased from, assigned by, or otherwise conveyed in 
whole or in part by a covered financial company or its 
affiliate in connection with assistance provided under this 
title. 
(2) ACTIONS
COVERED.—Paragraph (1) shall apply with 
respect to actions for gross negligence, including any similar 
conduct or conduct that demonstrates a greater disregard of 
a duty of care (than gross negligence) including intentional 
tortious conduct, as such terms are defined and determined 
under applicable State law. 
(3) SAVINGS
CLAUSE.—Nothing in this subsection shall 
impair or affect any right of the Corporation under other 
applicable law. 
(g) DAMAGES.—In any proceeding related to any claim against 
a director, officer, employee, agent, attorney, accountant, or 
appraiser of a covered financial company, or any other party 
employed by or providing services to a covered financial company, 
recoverable damages determined to result from the improvident 
or otherwise improper use or investment of any assets of the covered 
financial company shall include principal losses and appropriate 
interest. 
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124 STAT. 1496 
PUBLIC LAW 111–203—JULY 21, 2010 
(h) BRIDGE FINANCIAL COMPANIES.— 
(1) ORGANIZATION.— 
(A) PURPOSE.—The Corporation, as receiver for one 
or more covered financial companies or in anticipation of 
being appointed receiver for one or more covered financial 
companies, may organize one or more bridge financial 
companies in accordance with this subsection. 
(B) AUTHORITIES.—Upon the creation of a bridge finan-
cial company under subparagraph (A) with respect to a 
covered financial company, such bridge financial company 
may— 
(i) assume such liabilities (including liabilities 
associated with any trust or custody business, but 
excluding any liabilities that count as regulatory cap-
ital) of such covered financial company as the Corpora-
tion may, in its discretion, determine to be appropriate; 
(ii) purchase such assets (including assets associ-
ated with any trust or custody business) of such cov-
ered financial company as the Corporation may, in 
its discretion, determine to be appropriate; and 
(iii) perform any other temporary function which 
the Corporation may, in its discretion, prescribe in 
accordance with this section. 
(2) CHARTER AND ESTABLISHMENT.— 
(A) ESTABLISHMENT.—Except as provided in subpara-
graph (H), where the covered financial company is a covered 
broker or dealer, the Corporation, as receiver for a covered 
financial company, may grant a Federal charter to and 
approve articles of association for one or more bridge finan-
cial company or companies, with respect to such covered 
financial company which shall, by operation of law and 
immediately upon issuance of its charter and approval 
of its articles of association, be established and operate 
in accordance with, and subject to, such charter, articles, 
and this section. 
(B) MANAGEMENT.—Upon its establishment, a bridge 
financial company shall be under the management of a 
board of directors appointed by the Corporation. 
(C) ARTICLES OF ASSOCIATION.—The articles of associa-
tion and organization certificate of a bridge financial com-
pany shall have such terms as the Corporation may provide, 
and shall be executed by such representatives as the Cor-
poration may designate. 
(D) TERMS OF CHARTER; RIGHTS AND PRIVILEGES.—Sub-
ject to and in accordance with the provisions of this sub-
section, the Corporation shall— 
(i) establish the terms of the charter of a bridge 
financial company and the rights, powers, authorities, 
and privileges of a bridge financial company granted 
by the charter or as an incident thereto; and 
(ii) provide for, and establish the terms and condi-
tions governing, the management (including the bylaws 
and the number of directors of the board of directors) 
and operations of the bridge financial company. 
(E) TRANSFER OF RIGHTS AND PRIVILEGES OF COVERED 
FINANCIAL COMPANY.— 
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124 STAT. 1497 
PUBLIC LAW 111–203—JULY 21, 2010 
(i) IN GENERAL.—Notwithstanding any other provi-
sion of Federal or State law, the Corporation may 
provide for a bridge financial company to succeed to 
and assume any rights, powers, authorities, or privi-
leges of the covered financial company with respect 
to which the bridge financial company was established 
and, upon such determination by the Corporation, the 
bridge financial company shall immediately and by 
operation of law succeed to and assume such rights, 
powers, authorities, and privileges. 
(ii) EFFECTIVE WITHOUT APPROVAL.—Any succes-
sion to or assumption by a bridge financial company 
of rights, powers, authorities, or privileges of a covered 
financial company under clause (i) or otherwise shall 
be effective without any further approval under Fed-
eral or State law, assignment, or consent with respect 
thereto. 
(F) CORPORATE GOVERNANCE AND ELECTION AND DES-
IGNATION OF BODY OF LAW.—To the extent permitted by 
the Corporation and consistent with this section and any 
rules, regulations, or directives issued by the Corporation 
under this section, a bridge financial company may elect 
to follow the corporate governance practices and procedures 
that are applicable to a corporation incorporated under 
the general corporation law of the State of Delaware, or 
the State of incorporation or organization of the covered 
financial company with respect to which the bridge finan-
cial company was established, as such law may be amended 
from time to time. 
(G) CAPITAL.— 
(i) CAPITAL NOT REQUIRED.—Notwithstanding any 
other provision of Federal or State law, a bridge finan-
cial company may, if permitted by the Corporation, 
operate without any capital or surplus, or with such 
capital or surplus as the Corporation may in its discre-
tion determine to be appropriate. 
(ii) NO
CONTRIBUTION
BY
THE
CORPORATION 
REQUIRED.—The Corporation is not required to pay 
capital into a bridge financial company or to issue 
any capital stock on behalf of a bridge financial com-
pany established under this subsection. 
(iii) AUTHORITY.—If the Corporation determines 
that such action is advisable, the Corporation may 
cause capital stock or other securities of a bridge finan-
cial company established with respect to a covered 
financial company to be issued and offered for sale 
in such amounts and on such terms and conditions 
as the Corporation may, in its discretion, determine. 
(iv) OPERATING
FUNDS
IN
LIEU
OF
CAPITAL
AND 
IMPLEMENTATION PLAN.—Upon the organization of a 
bridge financial company, and thereafter as the Cor-
poration may, in its discretion, determine to be nec-
essary or advisable, the Corporation may make avail-
able to the bridge financial company, subject to the 
plan described in subsection (n)(9), funds for the oper-
ation of the bridge financial company in lieu of capital. 
(H) BRIDGE BROKERS OR DEALERS.— 
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124 STAT. 1498 
PUBLIC LAW 111–203—JULY 21, 2010 
(i) IN GENERAL.—The Corporation, as receiver for 
a covered broker or dealer, may approve articles of 
association for one or more bridge financial companies 
with respect to such covered broker or dealer, which 
bridge financial company or companies shall, by oper-
ation of law and immediately upon approval of its 
articles of association— 
(I) be established and deemed registered with 
the Commission under the Securities Exchange 
Act of 1934 and a member of SIPC; 
(II) operate in accordance with such articles 
and this section; and 
(III) succeed to any and all registrations and 
memberships of the covered financial company 
with or in any self-regulatory organizations. 
(ii) OTHER REQUIREMENTS.—Except as provided in 
clause (i), and notwithstanding any other provision 
of this section, the bridge financial company shall be 
subject to the Federal securities laws and all require-
ments with respect to being a member of a self-regu-
latory organization, unless exempted from any such 
requirements by the Commission, as is necessary or 
appropriate in the public interest or for the protection 
of investors. 
(iii) TREATMENT OF CUSTOMERS.—Except as other-
wise provided by this title, any customer of the covered 
broker or dealer whose account is transferred to a 
bridge financial company shall have all the rights, 
privileges, and protections under section 205(f) and 
under the Securities Investor Protection Act of 1970 
(15 U.S.C. 78aaa et seq.), that such customer would 
have had if the account were not transferred from 
the covered financial company under this subpara-
graph. 
(iv) OPERATION OF BRIDGE BROKERS OR DEALERS.— 
Notwithstanding any other provision of this title, the 
Corporation shall not operate any bridge financial com-
pany created by the Corporation under this title with 
respect to a covered broker or dealer in such a manner 
as to adversely affect the ability of customers to 
promptly access their customer property in accordance 
with applicable law. 
(3) INTERESTS IN AND ASSETS AND OBLIGATIONS OF COVERED 
FINANCIAL COMPANY.—Notwithstanding paragraph (1) or (2) or 
any other provision of law— 
(A) a bridge financial company shall assume, acquire, 
or succeed to the assets or liabilities of a covered financial 
company (including the assets or liabilities associated with 
any trust or custody business) only to the extent that 
such assets or liabilities are transferred by the Corporation 
to the bridge financial company in accordance with, and 
subject to the restrictions set forth in, paragraph (1)(B); 
and 
(B) a bridge financial company shall not assume, 
acquire, or succeed to any obligation that a covered finan-
cial company for which the Corporation has been appointed 
receiver may have to any shareholder, member, general 
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124 STAT. 1499 
PUBLIC LAW 111–203—JULY 21, 2010 
partner, limited partner, or other person with an interest 
in the equity of the covered financial company that arises 
as a result of the status of that person having an equity 
claim in the covered financial company. 
(4) BRIDGE
FINANCIAL
COMPANY
TREATED
AS
BEING
IN 
DEFAULT FOR CERTAIN PURPOSES.—A bridge financial company 
shall be treated as a covered financial company in default 
at such times and for such purposes as the Corporation may, 
in its discretion, determine. 
(5) TRANSFER OF ASSETS AND LIABILITIES.— 
(A) AUTHORITY OF CORPORATION.—The Corporation, as 
receiver for a covered financial company, may transfer 
any assets and liabilities of a covered financial company 
(including any assets or liabilities associated with any trust 
or custody business) to one or more bridge financial compa-
nies, in accordance with and subject to the restrictions 
of paragraph (1). 
(B) SUBSEQUENT TRANSFERS.—At any time after the 
establishment of a bridge financial company with respect 
to a covered financial company, the Corporation, as 
receiver, may transfer any assets and liabilities of such 
covered financial company as the Corporation may, in its 
discretion, determine to be appropriate in accordance with 
and subject to the restrictions of paragraph (1). 
(C) TREATMENT OF TRUST OR CUSTODY BUSINESS.—For 
purposes of this paragraph, the trust or custody business, 
including fiduciary appointments, held by any covered 
financial company is included among its assets and liabil-
ities. 
(D) EFFECTIVE WITHOUT APPROVAL.—The transfer of 
any assets or liabilities, including those associated with 
any trust or custody business of a covered financial com-
pany, to a bridge financial company shall be effective with-
out any further approval under Federal or State law, 
assignment, or consent with respect thereto. 
(E) EQUITABLE
TREATMENT
OF
SIMILARLY
SITUATED 
CREDITORS.—The Corporation shall treat all creditors of 
a covered financial company that are similarly situated 
under subsection (b)(1), in a similar manner in exercising 
the authority of the Corporation under this subsection to 
transfer any assets or liabilities of the covered financial 
company to one or more bridge financial companies estab-
lished with respect to such covered financial company, 
except that the Corporation may take any action (including 
making payments, subject to subsection (o)(1)(D)(i)) that 
does not comply with this subparagraph, if— 
(i) the Corporation determines that such action 
is necessary— 
(I) to maximize the value of the assets of the 
covered financial company; 
(II) to maximize the present value return from 
the sale or other disposition of the assets of the 
covered financial company; or 
(III) to minimize the amount of any loss 
realized upon the sale or other disposition of the 
assets of the covered financial company; and 
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124 STAT. 1500 
PUBLIC LAW 111–203—JULY 21, 2010 
(ii) all creditors that are similarly situated under 
subsection (b)(1) receive not less than the amount pro-
vided under paragraphs (2) and (3) of subsection (d). 
(F) LIMITATION ON TRANSFER OF LIABILITIES.—Notwith-
standing any other provision of law, the aggregate amount 
of liabilities of a covered financial company that are trans-
ferred to, or assumed by, a bridge financial company from 
a covered financial company may not exceed the aggregate 
amount of the assets of the covered financial company 
that are transferred to, or purchased by, the bridge finan-
cial company from the covered financial company. 
(6) STAY OF JUDICIAL ACTION.—Any judicial action to which 
a bridge financial company becomes a party by virtue of its 
acquisition of any assets or assumption of any liabilities of 
a covered financial company shall be stayed from further pro-
ceedings for a period of not longer than 45 days (or such 
longer period as may be agreed to upon the consent of all 
parties) at the request of the bridge financial company. 
(7) AGREEMENTS AGAINST INTEREST OF THE BRIDGE FINAN-
CIAL COMPANY.—No agreement that tends to diminish or defeat 
the interest of the bridge financial company in any asset of 
a covered financial company acquired by the bridge financial 
company shall be valid against the bridge financial company, 
unless such agreement— 
(A) is in writing; 
(B) was executed by an authorized officer or representa-
tive of the covered financial company or confirmed in the 
ordinary course of business by the covered financial com-
pany; and 
(C) has been on the official record of the company, 
since the time of its execution, or with which, the party 
claiming under the agreement provides documentation of 
such agreement and its authorized execution or confirma-
tion by the covered financial company that is acceptable 
to the receiver. 
(8) NO FEDERAL STATUS.— 
(A) AGENCY STATUS.—A bridge financial company is 
not an agency, establishment, or instrumentality of the 
United States. 
(B) EMPLOYEE STATUS.—Representatives for purposes 
of paragraph (1)(B), directors, officers, employees, or agents 
of a bridge financial company are not, solely by virtue 
of service in any such capacity, officers or employees of 
the United States. Any employee of the Corporation or 
of any Federal instrumentality who serves at the request 
of the Corporation as a representative for purposes of para-
graph (1)(B), director, officer, employee, or agent of a bridge 
financial company shall not— 
(i) solely by virtue of service in any such capacity 
lose any existing status as an officer or employee of 
the United States for purposes of title 5, United States 
Code, or any other provision of law; or 
(ii) receive any salary or benefits for service in 
any such capacity with respect to a bridge financial 
company in addition to such salary or benefits as are 
obtained through employment with the Corporation 
or such Federal instrumentality. 
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124 STAT. 1501 
PUBLIC LAW 111–203—JULY 21, 2010 
(9) FUNDING AUTHORIZED.—The Corporation may, subject 
to the plan described in subsection (n)(9), provide funding to 
facilitate any transaction described in subparagraph (A), (B), 
(C), or (D) of paragraph (13) with respect to any bridge financial 
company, or facilitate the acquisition by a bridge financial 
company of any assets, or the assumption of any liabilities, 
of a covered financial company for which the Corporation has 
been appointed receiver. 
(10) EXEMPT
TAX
STATUS.—Notwithstanding any other 
provision of Federal or State law, a bridge financial company, 
its franchise, property, and income shall be exempt from all 
taxation now or hereafter imposed by the United States, by 
any territory, dependency, or possession thereof, or by any 
State, county, municipality, or local taxing authority. 
(11) FEDERAL
AGENCY
APPROVAL; ANTITRUST
REVIEW.—If 
a transaction involving the merger or sale of a bridge financial 
company requires approval by a Federal agency, the transaction 
may not be consummated before the 5th calendar day after 
the date of approval by the Federal agency responsible for 
such approval with respect thereto. If, in connection with any 
such approval a report on competitive factors from the Attorney 
General is required, the Federal agency responsible for such 
approval shall promptly notify the Attorney General of the 
proposed transaction and the Attorney General shall provide 
the required report within 10 days of the request. If a notifica-
tion is required under section 7A of the Clayton Act with 
respect to such transaction, the required waiting period shall 
end on the 15th day after the date on which the Attorney 
General and the Federal Trade Commission receive such 
notification, unless the waiting period is terminated earlier 
under section 7A(b)(2) of the Clayton Act, or extended under 
section 7A(e)(2) of that Act. 
(12) DURATION OF BRIDGE FINANCIAL COMPANY.—Subject 
to paragraphs (13) and (14), the status of a bridge financial 
company as such shall terminate at the end of the 2-year 
period following the date on which it was granted a charter. 
The Corporation may, in its discretion, extend the status of 
the bridge financial company as such for no more than 3 addi-
tional 1-year periods. 
(13) TERMINATION OF BRIDGE FINANCIAL COMPANY STATUS.— 
The status of any bridge financial company as such shall termi-
nate upon the earliest of— 
(A) the date of the merger or consolidation of the 
bridge financial company with a company that is not a 
bridge financial company; 
(B) at the election of the Corporation, the sale of a 
majority of the capital stock of the bridge financial company 
to a company other than the Corporation and other than 
another bridge financial company; 
(C) the sale of 80 percent, or more, of the capital 
stock of the bridge financial company to a person other 
than the Corporation and other than another bridge finan-
cial company; 
(D) at the election of the Corporation, either the 
assumption of all or substantially all of the liabilities of 
the bridge financial company by a company that is not 
a bridge financial company, or the acquisition of all or 
Termination 
date. 
Termination 
date. 
Notification. 
Reports. 
Deadline. 
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124 STAT. 1502 
PUBLIC LAW 111–203—JULY 21, 2010 
substantially all of the assets of the bridge financial com-
pany by a company that is not a bridge financial company, 
or other entity as permitted under applicable law; and 
(E) the expiration of the period provided in paragraph 
(12), or the earlier dissolution of the bridge financial com-
pany, as provided in paragraph (15). 
(14) EFFECT OF TERMINATION EVENTS.— 
(A) MERGER OR CONSOLIDATION.—A merger or consoli-
dation, described in paragraph (13)(A) shall be conducted 
in accordance with, and shall have the effect provided 
in, the provisions of applicable law. For the purpose of 
effecting such a merger or consolidation, the bridge finan-
cial company shall be treated as a corporation organized 
under the laws of the State of Delaware (unless the law 
of another State has been selected by the bridge financial 
company in accordance with paragraph (2)(F)), and the 
Corporation shall be treated as the sole shareholder thereof, 
notwithstanding any other provision of State or Federal 
law. 
(B) CHARTER
CONVERSION.—Following the sale of a 
majority of the capital stock of the bridge financial com-
pany, as provided in paragraph (13)(B), the Corporation 
may amend the charter of the bridge financial company 
to reflect the termination of the status of the bridge finan-
cial company as such, whereupon the company shall have 
all of the rights, powers, and privileges under its con-
stituent documents and applicable Federal or State law. 
In connection therewith, the Corporation may take such 
steps as may be necessary or convenient to reincorporate 
the bridge financial company under the laws of a State 
and, notwithstanding any provisions of Federal or State 
law, such State-chartered corporation shall be deemed to 
succeed by operation of law to such rights, titles, powers, 
and interests of the bridge financial company as the Cor-
poration may provide, with the same effect as if the bridge 
financial company had merged with the State-chartered 
corporation under provisions of the corporate laws of such 
State. 
(C) SALE OF STOCK.—Following the sale of 80 percent 
or more of the capital stock of a bridge financial company, 
as provided in paragraph (13)(C), the company shall have 
all of the rights, powers, and privileges under its con-
stituent documents and applicable Federal or State law. 
In connection therewith, the Corporation may take such 
steps as may be necessary or convenient to reincorporate 
the bridge financial company under the laws of a State 
and, notwithstanding any provisions of Federal or State 
law, the State-chartered corporation shall be deemed to 
succeed by operation of law to such rights, titles, powers 
and interests of the bridge financial company as the Cor-
poration may provide, with the same effect as if the bridge 
financial company had merged with the State-chartered 
corporation under provisions of the corporate laws of such 
State. 
(D) ASSUMPTION OF LIABILITIES AND SALE OF ASSETS.— 
Following the assumption of all or substantially all of the 
liabilities of the bridge financial company, or the sale of 
Delaware. 
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124 STAT. 1503 
PUBLIC LAW 111–203—JULY 21, 2010 
all or substantially all of the assets of the bridge financial 
company, as provided in paragraph (13)(D), at the election 
of the Corporation, the bridge financial company may retain 
its status as such for the period provided in paragraph 
(12) or may be dissolved at the election of the Corporation. 
(E) AMENDMENTS
TO
CHARTER.—Following the con-
summation of a transaction described in subparagraph (A), 
(B), (C), or (D) of paragraph (13), the charter of the 
resulting company shall be amended to reflect the termi-
nation of bridge financial company status, if appropriate. 
(15) DISSOLUTION OF BRIDGE FINANCIAL COMPANY.— 
(A) IN GENERAL.—Notwithstanding any other provision 
of Federal or State law, if the status of a bridge financial 
company as such has not previously been terminated by 
the occurrence of an event specified in subparagraph (A), 
(B), (C), or (D) of paragraph (13)— 
(i) the Corporation may, in its discretion, dissolve 
the bridge financial company in accordance with this 
paragraph at any time; and 
(ii) the Corporation shall promptly commence dis-
solution proceedings in accordance with this paragraph 
upon the expiration of the 2-year period following the 
date on which the bridge financial company was char-
tered, or any extension thereof, as provided in para-
graph (12). 
(B) PROCEDURES.—The Corporation shall remain the 
receiver for a bridge financial company for the purpose 
of dissolving the bridge financial company. The Corporation 
as receiver for a bridge financial company shall wind up 
the affairs of the bridge financial company in conformity 
with the provisions of law relating to the liquidation of 
covered financial companies under this title. With respect 
to any such bridge financial company, the Corporation as 
receiver shall have all the rights, powers, and privileges 
and shall perform the duties related to the exercise of 
such rights, powers, or privileges granted by law to the 
Corporation as receiver for a covered financial company 
under this title and, notwithstanding any other provision 
of law, in the exercise of such rights, powers, and privileges, 
the Corporation shall not be subject to the direction or 
supervision of any State agency or other Federal agency. 
(16) AUTHORITY TO OBTAIN CREDIT.— 
(A) IN
GENERAL.—A bridge financial company may 
obtain unsecured credit and issue unsecured debt. 
(B) INABILITY TO OBTAIN CREDIT.—If a bridge financial 
company is unable to obtain unsecured credit or issue 
unsecured debt, the Corporation may authorize the 
obtaining of credit or the issuance of debt by the bridge 
financial company— 
(i) with priority over any or all of the obligations 
of the bridge financial company; 
(ii) secured by a lien on property of the bridge 
financial company that is not otherwise subject to a 
lien; or 
(iii) secured by a junior lien on property of the 
bridge financial company that is subject to a lien. 
(C) LIMITATIONS.— 
Time period. 
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124 STAT. 1504 
PUBLIC LAW 111–203—JULY 21, 2010 
(i) IN GENERAL.—The Corporation, after notice and 
a hearing, may authorize the obtaining of credit or 
the issuance of debt by a bridge financial company 
that is secured by a senior or equal lien on property 
of the bridge financial company that is subject to a 
lien, only if— 
(I) the bridge financial company is unable to 
otherwise obtain such credit or issue such debt; 
and 
(II) there is adequate protection of the interest 
of the holder of the lien on the property with 
respect to which such senior or equal lien is pro-
posed to be granted. 
(ii) HEARING.—The hearing required pursuant to 
this subparagraph shall be before a court of the United 
States, which shall have jurisdiction to conduct such 
hearing and to authorize a bridge financial company 
to obtain secured credit under clause (i). 
(D) BURDEN
OF
PROOF.—In any hearing under this 
paragraph, the Corporation has the burden of proof on 
the issue of adequate protection. 
(E) QUALIFIED
FINANCIAL
CONTRACTS.—No credit or 
debt obtained or issued by a bridge financial company 
may contain terms that impair the rights of a counterparty 
to a qualified financial contract upon a default by the 
bridge financial company, other than the priority of such 
counterparty’s unsecured claim (after the exercise of rights) 
relative to the priority of the bridge financial company’s 
obligations in respect of such credit or debt, unless such 
counterparty consents in writing to any such impairment. 
(17) EFFECT ON DEBTS AND LIENS.—The reversal or modi-
fication on appeal of an authorization under this subsection 
to obtain credit or issue debt, or of a grant under this section 
of a priority or a lien, does not affect the validity of any 
debt so issued, or any priority or lien so granted, to an entity 
that extended such credit in good faith, whether or not such 
entity knew of the pendency of the appeal, unless such 
authorization and the issuance of such debt, or the granting 
of such priority or lien, were stayed pending appeal. 
(i) SHARING RECORDS.—If the Corporation has been appointed 
as receiver for a covered financial company, other Federal regulators 
shall make all records relating to the covered financial company 
available to the Corporation, which may be used by the Corporation 
in any manner that the Corporation determines to be appropriate. 
(j) EXPEDITED PROCEDURES FOR CERTAIN CLAIMS.— 
(1) TIME
FOR
FILING
NOTICE
OF
APPEAL.—The notice of 
appeal of any order, whether interlocutory or final, entered 
in any case brought by the Corporation against a director, 
officer, employee, agent, attorney, accountant, or appraiser of 
the covered financial company, or any other person employed 
by or providing services to a covered financial company, shall 
be filed not later than 30 days after the date of entry of 
the order. The hearing of the appeal shall be held not later 
than 120 days after the date of the notice of appeal. The 
appeal shall be decided not later than 180 days after the 
date of the notice of appeal. 
Deadlines. 
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124 STAT. 1505 
PUBLIC LAW 111–203—JULY 21, 2010 
(2) SCHEDULING.—The court shall expedite the consider-
ation of any case brought by the Corporation against a director, 
officer, employee, agent, attorney, accountant, or appraiser of 
a covered financial company or any other person employed 
by or providing services to a covered financial company. As 
far as practicable, the court shall give such case priority on 
its docket. 
(3) JUDICIAL
DISCRETION.—The court may modify the 
schedule and limitations stated in paragraphs (1) and (2) in 
a particular case, based on a specific finding that the ends 
of justice that would be served by making such a modification 
would outweigh the best interest of the public in having the 
case resolved expeditiously. 
(k) FOREIGN INVESTIGATIONS.—The Corporation, as receiver for 
any covered financial company, and for purposes of carrying out 
any power, authority, or duty with respect to a covered financial 
company— 
(1) may request the assistance of any foreign financial 
authority and provide assistance to any foreign financial 
authority in accordance with section 8(v) of the Federal Deposit 
Insurance Act, as if the covered financial company were an 
insured depository institution, the Corporation were the appro-
priate Federal banking agency for the company, and any foreign 
financial authority were the foreign banking authority; and 
(2) may maintain an office to coordinate foreign investiga-
tions or investigations on behalf of foreign financial authorities. 
(l) PROHIBITION
ON
ENTERING
SECRECY
AGREEMENTS
AND 
PROTECTIVE ORDERS.—The Corporation may not enter into any 
agreement or approve any protective order which prohibits the 
Corporation from disclosing the terms of any settlement of an 
administrative or other action for damages or restitution brought 
by the Corporation in its capacity as receiver for a covered financial 
company. 
(m) LIQUIDATION OF CERTAIN COVERED FINANCIAL COMPANIES 
OR BRIDGE FINANCIAL COMPANIES.— 
(1) IN GENERAL.—Except as specifically provided in this 
section, and notwithstanding any other provision of law, the 
Corporation, in connection with the liquidation of any covered 
financial company or bridge financial company with respect 
to which the Corporation has been appointed as receiver, shall— 
(A) in the case of any covered financial company or 
bridge financial company that is a stockbroker, but is not 
a member of the Securities Investor Protection Corporation, 
apply the provisions of subchapter III of chapter 7 of the 
Bankruptcy Code, in respect of the distribution to any 
customer of all customer name security and customer prop-
erty and member property, as if such covered financial 
company or bridge financial company were a debtor for 
purposes of such subchapter; or 
(B) in the case of any covered financial company or 
bridge financial company that is a commodity broker, apply 
the provisions of subchapter IV of chapter 7 the Bankruptcy 
Code, in respect of the distribution to any customer of 
all customer property and member property, as if such 
covered financial company or bridge financial company 
were a debtor for purposes of such subchapter. 
(2) DEFINITIONS.—For purposes of this subsection— 
Applicability. 
Courts. 
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124 STAT. 1506 
PUBLIC LAW 111–203—JULY 21, 2010 
(A) the terms ‘‘customer’’, ‘‘customer name security’’, 
and ‘‘customer property and member property’’ have the 
same meanings as in sections 741 and 761 of title 11, 
United States Code; and 
(B) the terms ‘‘commodity broker’’ and ‘‘stockbroker’’ 
have the same meanings as in section 101 of the Bank-
ruptcy Code. 
(n) ORDERLY LIQUIDATION FUND.— 
(1) ESTABLISHMENT.—There is established in the Treasury 
of the United States a separate fund to be known as the 
‘‘Orderly Liquidation Fund’’, which shall be available to the 
Corporation to carry out the authorities contained in this title, 
for the cost of actions authorized by this title, including the 
orderly liquidation of covered financial companies, payment 
of administrative expenses, the payment of principal and 
interest by the Corporation on obligations issued under para-
graph (5), and the exercise of the authorities of the Corporation 
under this title. 
(2) PROCEEDS.—Amounts received by the Corporation, 
including assessments received under subsection (o), proceeds 
of obligations issued under paragraph (5), interest and other 
earnings from investments, and repayments to the Corporation 
by covered financial companies, shall be deposited into the 
Fund. 
(3) MANAGEMENT.—The Corporation shall manage the 
Fund in accordance with this subsection and the policies and 
procedures established under section 203(d). 
(4) INVESTMENTS.—At the request of the Corporation, the 
Secretary may invest such portion of amounts held in the 
Fund that are not, in the judgment of the Corporation, required 
to meet the current needs of the Corporation, in obligations 
of the United States having suitable maturities, as determined 
by the Corporation. The interest on and the proceeds from 
the sale or redemption of such obligations shall be credited 
to the Fund. 
(5) AUTHORITY TO ISSUE OBLIGATIONS.— 
(A) CORPORATION AUTHORIZED TO ISSUE OBLIGATIONS.— 
Upon appointment by the Secretary of the Corporation 
as receiver for a covered financial company, the Corporation 
is authorized to issue obligations to the Secretary. 
(B) SECRETARY
AUTHORIZED
TO
PURCHASE
OBLIGA-
TIONS.—The Secretary may, under such terms and condi-
tions as the Secretary may require, purchase or agree 
to purchase any obligations issued under subparagraph 
(A), and for such purpose, the Secretary is authorized to 
use as a public debt transaction the proceeds of the sale 
of any securities issued under chapter 31 of title 31, United 
States Code, and the purposes for which securities may 
be issued under chapter 31 of title 31, United States Code, 
are extended to include such purchases. 
(C) INTEREST RATE.—Each purchase of obligations by 
the Secretary under this paragraph shall be upon such 
terms and conditions as to yield a return at a rate deter-
mined by the Secretary, taking into consideration the cur-
rent average yield on outstanding marketable obligations 
of the United States of comparable maturity, plus an 
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124 STAT. 1507 
PUBLIC LAW 111–203—JULY 21, 2010 
interest rate surcharge to be determined by the Secretary, 
which shall be greater than the difference between— 
(i) the current average rate on an index of cor-
porate obligations of comparable maturity; and 
(ii) the current average rate on outstanding 
marketable obligations of the United States of com-
parable maturity. 
(D) SECRETARY AUTHORIZED TO SELL OBLIGATIONS.— 
The Secretary may sell, upon such terms and conditions 
as the Secretary shall determine, any of the obligations 
acquired under this paragraph. 
(E) PUBLIC DEBT TRANSACTIONS.—All purchases and 
sales by the Secretary of such obligations under this para-
graph shall be treated as public debt transactions of the 
United States, and the proceeds from the sale of any obliga-
tions acquired by the Secretary under this paragraph shall 
be deposited into the Treasury of the United States as 
miscellaneous receipts. 
(6) MAXIMUM
OBLIGATION
LIMITATION.—The Corporation 
may not, in connection with the orderly liquidation of a covered 
financial company, issue or incur any obligation, if, after issuing 
or incurring the obligation, the aggregate amount of such obliga-
tions outstanding under this subsection for each covered finan-
cial company would exceed— 
(A) an amount that is equal to 10 percent of the total 
consolidated assets of the covered financial company, based 
on the most recent financial statement available, during 
the 30-day period immediately following the date of 
appointment of the Corporation as receiver (or a shorter 
time period if the Corporation has calculated the amount 
described under subparagraph (B)); and 
(B) the amount that is equal to 90 percent of the 
fair value of the total consolidated assets of each covered 
financial company that are available for repayment, after 
the time period described in subparagraph (A). 
(7) RULEMAKING.—The Corporation and the Secretary shall 
jointly, in consultation with the Council, prescribe regulations 
governing the calculation of the maximum obligation limitation 
defined in this paragraph. 
(8) RULE OF CONSTRUCTION.— 
(A) IN GENERAL.—Nothing in this section shall be con-
strued to affect the authority of the Corporation under 
subsection (a) or (b) of section 14 or section 15(c)(5) of 
the Federal Deposit Insurance Act (12 U.S.C. 1824, 
1825(c)(5)), the management of the Deposit Insurance Fund 
by the Corporation, or the resolution of insured depository 
institutions, provided that— 
(i) the authorities of the Corporation contained 
in this title shall not be used to assist the Deposit 
Insurance Fund or to assist any financial company 
under applicable law other than this Act; 
(ii) the authorities of the Corporation relating to 
the Deposit Insurance Fund, or any other responsibil-
ities of the Corporation under applicable law other 
than this title, shall not be used to assist a covered 
financial company pursuant to this title; and 
Determination. 
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124 STAT. 1508 
PUBLIC LAW 111–203—JULY 21, 2010 
(iii) the Deposit Insurance Fund may not be used 
in any manner to otherwise circumvent the purposes 
of this title. 
(B) VALUATION.—For purposes of determining the 
amount of obligations under this subsection— 
(i) the Corporation shall include as an obligation 
any contingent liability of the Corporation pursuant 
to this title; and 
(ii) the Corporation shall value any contingent 
liability at its expected cost to the Corporation. 
(9) ORDERLY LIQUIDATION AND REPAYMENT PLANS.— 
(A) ORDERLY LIQUIDATION PLAN.—Amounts in the Fund 
shall be available to the Corporation with regard to a 
covered financial company for which the Corporation is 
appointed receiver after the Corporation has developed an 
orderly liquidation plan that is acceptable to the Secretary 
with regard to such covered financial company, including 
the provision and use of funds, including taking any actions 
specified under section 204(d) and subsection (h)(2)(G)(iv) 
and (h)(9) of this section, and payments to third parties. 
The orderly liquidation plan shall take into account actions 
to avoid or mitigate potential adverse effects on low income, 
minority, or underserved communities affected by the 
failure of the covered financial company, and shall provide 
for coordination with the primary financial regulatory agen-
cies, as appropriate, to ensure that such actions are taken. 
The Corporation may, at any time, amend any orderly 
liquidation plan approved by the Secretary with the concur-
rence of the Secretary. 
(B) MANDATORY REPAYMENT PLAN.— 
(i) IN
GENERAL.—No amount authorized under 
paragraph (6)(B) may be provided by the Secretary 
to the Corporation under paragraph (5), unless an 
agreement is in effect between the Secretary and the 
Corporation that— 
(I) provides a specific plan and schedule to 
achieve the repayment of the outstanding amount 
of any borrowing under paragraph (5); and 
(II) demonstrates that income to the Corpora-
tion from the liquidated assets of the covered finan-
cial company and assessments under subsection 
(o) will be sufficient to amortize the outstanding 
balance within the period established in the repay-
ment schedule and pay the interest accruing on 
such balance within the time provided in sub-
section (o)(1)(B). 
(ii) CONSULTATION
WITH
AND
REPORT
TO
CON-
GRESS.—The Secretary and the Corporation shall— 
(I) consult with the Committee on Banking, 
Housing, and Urban Affairs of the Senate and 
the Committee on Financial Services of the House 
of Representatives on the terms of any repayment 
schedule agreement; and 
(II) submit a copy of the repayment schedule 
agreement to the Committees described in sub-
clause (I) before the end of the 30-day period begin-
ning on the date on which any amount is provided 
Records. 
Time period. 
Contracts. 
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124 STAT. 1509 
PUBLIC LAW 111–203—JULY 21, 2010 
by the Secretary to the Corporation under para-
graph (5). 
(10) IMPLEMENTATION EXPENSES.— 
(A) IN GENERAL.—Reasonable implementation expenses 
of the Corporation incurred after the date of enactment 
of this Act shall be treated as expenses of the Council. 
(B) REQUESTS FOR REIMBURSEMENT.—The Corporation 
shall periodically submit a request for reimbursement for 
implementation expenses to the Chairperson of the Council, 
who shall arrange for prompt reimbursement to the Cor-
poration of reasonable implementation expenses. 
(C) DEFINITION.—As used in this paragraph, the term 
‘‘implementation expenses’’— 
(i) means costs incurred by the Corporation begin-
ning on the date of enactment of this Act, as part 
of its efforts to implement this title that do not relate 
to a particular covered financial company; and 
(ii) includes the costs incurred in connection with 
the development of policies, procedures, rules, and 
regulations and other planning activities of the Cor-
poration consistent with carrying out this title. 
(o) ASSESSMENTS.— 
(1) RISK-BASED ASSESSMENTS.— 
(A) ELIGIBLE FINANCIAL COMPANIES DEFINED.—For pur-
poses of this subsection, the term ‘‘eligible financial com-
pany’’ means any bank holding company with total consoli-
dated assets equal to or greater than $50,000,000,000 and 
any nonbank financial company supervised by the Board 
of Governors. 
(B) ASSESSMENTS.—The Corporation shall charge one 
or more risk-based assessments in accordance with the 
provisions of subparagraph (D), if such assessments are 
necessary to pay in full the obligations issued by the Cor-
poration to the Secretary under this title within 60 months 
of the date of issuance of such obligations. 
(C) EXTENSIONS AUTHORIZED.—The Corporation may, 
with the approval of the Secretary, extend the time period 
under subparagraph (B), if the Corporation determines that 
an extension is necessary to avoid a serious adverse effect 
on the financial system of the United States. 
(D) APPLICATION
OF
ASSESSMENTS.—To meet the 
requirements of subparagraph (B), the Corporation shall— 
(i) impose assessments, as soon as practicable, on 
any claimant that received additional payments or 
amounts from the Corporation pursuant to subsection 
(b)(4), (d)(4), or (h)(5)(E), except for payments or 
amounts necessary to initiate and continue operations 
essential to implementation of the receivership or any 
bridge financial company, to recover on a cumulative 
basis, the entire difference between— 
(I) the aggregate value the claimant received 
from the Corporation on a claim pursuant to this 
title (including pursuant to subsection (b)(4), (d)(4), 
and (h)(5)(E)), as of the date on which such value 
was received; and 
(II) the value the claimant was entitled to 
receive from the Corporation on such claim solely 
Deadline. 
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124 STAT. 1510 
PUBLIC LAW 111–203—JULY 21, 2010 
from the proceeds of the liquidation of the covered 
financial company under this title; and 
(ii) if the amounts to be recovered on a cumulative 
basis under clause (i) are insufficient to meet the 
requirements of subparagraph (B), after taking into 
account the considerations set forth in paragraph (4), 
impose assessments on— 
(I) eligible financial companies; and 
(II) financial companies with total consolidated 
assets equal to or greater than $50,000,000,000 
that are not eligible financial companies. 
(E) PROVISION OF FINANCING.—Payments or amounts 
necessary to initiate and continue operations essential to 
implementation of the receivership or any bridge financial 
company described in subparagraph (D)(i) shall not include 
the provision of financing, as defined by rule of the Corpora-
tion, to third parties. 
(2) GRADUATED ASSESSMENT RATE.—The Corporation shall 
impose assessments on a graduated basis, with financial compa-
nies having greater assets and risk being assessed at a higher 
rate. 
(3) NOTIFICATION
AND
PAYMENT.—The Corporation shall 
notify each financial company of that company’s assessment 
under this subsection. Any financial company subject to assess-
ment under this subsection shall pay such assessment in accord-
ance with the regulations prescribed pursuant to paragraph 
(6). 
(4) RISK-BASED ASSESSMENT CONSIDERATIONS.—In imposing 
assessments under paragraph (1)(D)(ii), the Corporation shall 
use a risk matrix. The Council shall make a recommendation 
to the Corporation on the risk matrix to be used in imposing 
such assessments, and the Corporation shall take into account 
any such recommendation in the establishment of the risk 
matrix to be used to impose such assessments. In recom-
mending or establishing such risk matrix, the Council and 
the Corporation, respectively, shall take into account— 
(A) economic conditions generally affecting financial 
companies so as to allow assessments to increase during 
more favorable economic conditions and to decrease during 
less favorable economic conditions; 
(B) any assessments imposed on a financial company 
or an affiliate of a financial company that— 
(i) is an insured depository institution, assessed 
pursuant to section 7 or 13(c)(4)(G) of the Federal 
Deposit Insurance Act; 
(ii) is a member of the Securities Investor Protec-
tion Corporation, assessed pursuant to section 4 of 
the Securities Investor Protection Act of 1970 (15 
U.S.C. 78ddd); 
(iii) is an insured credit union, assessed pursuant 
to section 202(c)(1)(A)(i) of the Federal Credit Union 
Act (12 U.S.C. 1782(c)(1)(A)(i)); or 
(iv) is an insurance company, assessed pursuant 
to applicable State law to cover (or reimburse payments 
made to cover) the costs of the rehabilitation, liquida-
tion, or other State insolvency proceeding with respect 
to 1 or more insurance companies; 
Recommenda- 
tion. 
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124 STAT. 1511 
PUBLIC LAW 111–203—JULY 21, 2010 
(C) the risks presented by the financial company to 
the financial system and the extent to which the financial 
company has benefitted, or likely would benefit, from the 
orderly liquidation of a financial company under this title, 
including— 
(i) the amount, different categories, and concentra-
tions of assets of the financial company and its affili-
ates, including both on-balance sheet and off-balance 
sheet assets; 
(ii) the activities of the financial company and 
its affiliates; 
(iii) the relevant market share of the financial 
company and its affiliates; 
(iv) the extent to which the financial company 
is leveraged; 
(v) the potential exposure to sudden calls on 
liquidity precipitated by economic distress; 
(vi) the amount, maturity, volatility, and stability 
of the company’s financial obligations to, and relation-
ship with, other financial companies; 
(vii) the amount, maturity, volatility, and stability 
of the liabilities of the company, including the degree 
of reliance on short-term funding, taking into consider-
ation existing systems for measuring a company’s risk- 
based capital; 
(viii) the stability and variety of the company’s 
sources of funding; 
(ix) the company’s importance as a source of credit 
for households, businesses, and State and local govern-
ments and as a source of liquidity for the financial 
system; 
(x) the extent to which assets are simply managed 
and not owned by the financial company and the extent 
to which ownership of assets under management is 
diffuse; and 
(xi) the amount, different categories, and con-
centrations of liabilities, both insured and uninsured, 
contingent and noncontingent, including both on-bal-
ance sheet and off-balance sheet liabilities, of the finan-
cial company and its affiliates; 
(D) any risks presented by the financial company 
during the 10-year period immediately prior to the appoint-
ment of the Corporation as receiver for the covered financial 
company that contributed to the failure of the covered 
financial company; and 
(E) such other risk-related factors as the Corporation, 
or the Council, as applicable, may determine to be appro-
priate. 
(5) COLLECTION OF INFORMATION.—The Corporation may 
impose on covered financial companies such collection of 
information requirements as the Corporation deems necessary 
to carry out this subsection after the appointment of the Cor-
poration as receiver under this title. 
(6) RULEMAKING.— 
(A) IN GENERAL.—The Corporation shall prescribe regu-
lations to carry out this subsection. The Corporation shall 
Consultation. 
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124 STAT. 1512 
PUBLIC LAW 111–203—JULY 21, 2010 
consult with the Secretary in the development and finaliza-
tion of such regulations. 
(B) EQUITABLE
TREATMENT.—The regulations pre-
scribed under subparagraph (A) shall take into account 
the differences in risks posed to the financial stability 
of the United States by financial companies, the differences 
in the liability structures of financial companies, and the 
different bases for other assessments that such financial 
companies may be required to pay, to ensure that assessed 
financial companies are treated equitably and that assess-
ments under this subsection reflect such differences. 
(p) UNENFORCEABILITY OF CERTAIN AGREEMENTS.— 
(1) IN GENERAL.—No provision described in paragraph (2) 
shall be enforceable against or impose any liability on any 
person, as such enforcement or liability shall be contrary to 
public policy. 
(2) PROHIBITED PROVISIONS.—A provision described in this 
paragraph is any term contained in any existing or future 
standstill, confidentiality, or other agreement that, directly or 
indirectly— 
(A) affects, restricts, or limits the ability of any person 
to offer to acquire or acquire; 
(B) prohibits any person from offering to acquire or 
acquiring; or 
(C) prohibits any person from using any previously 
disclosed information in connection with any such offer 
to acquire or acquisition of, 
all or part of any covered financial company, including any 
liabilities, assets, or interest therein, in connection with any 
transaction in which the Corporation exercises its authority 
under this title. 
(q) OTHER EXEMPTIONS.— 
(1) IN GENERAL.—When acting as a receiver under this 
title— 
(A) the Corporation, including its franchise, its capital, 
reserves and surplus, and its income, shall be exempt from 
all taxation imposed by any State, county, municipality, 
or local taxing authority, except that any real property 
of the Corporation shall be subject to State, territorial, 
county, municipal, or local taxation to the same extent 
according to its value as other real property is taxed, except 
that, notwithstanding the failure of any person to challenge 
an assessment under State law of the value of such prop-
erty, such value, and the tax thereon, shall be determined 
as of the period for which such tax is imposed; 
(B) no property of the Corporation shall be subject 
to levy, attachment, garnishment, foreclosure, or sale with-
out the consent of the Corporation, nor shall any involun-
tary lien attach to the property of the Corporation; and 
(C) the Corporation shall not be liable for any amounts 
in the nature of penalties or fines, including those arising 
from the failure of any person to pay any real property, 
personal property, probate, or recording tax or any 
recording or filing fees when due; and 
(D) the Corporation shall be exempt from all prosecu-
tion by the United States or any State, county, munici-
pality, or local authority for any criminal offense arising 
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124 STAT. 1513 
PUBLIC LAW 111–203—JULY 21, 2010 
under Federal, State, county, municipal, or local law, which 
was allegedly committed by the covered financial company, 
or persons acting on behalf of the covered financial com-
pany, prior to the appointment of the Corporation as 
receiver. 
(2) LIMITATION.—Paragraph (1) shall not apply with respect 
to any tax imposed (or other amount arising) under the Internal 
Revenue Code of 1986. 
(r) CERTAIN SALES OF ASSETS PROHIBITED.— 
(1) PERSONS WHO ENGAGED IN IMPROPER CONDUCT WITH, 
OR CAUSED LOSSES TO, COVERED FINANCIAL COMPANIES.—The 
Corporation shall prescribe regulations which, at a minimum, 
shall prohibit the sale of assets of a covered financial company 
by the Corporation to— 
(A) any person who— 
(i) has defaulted, or was a member of a partnership 
or an officer or director of a corporation that has 
defaulted, on 1 or more obligations, the aggregate 
amount of which exceeds $1,000,000, to such covered 
financial company; 
(ii) has been found to have engaged in fraudulent 
activity in connection with any obligation referred to 
in clause (i); and 
(iii) proposes to purchase any such asset in whole 
or in part through the use of the proceeds of a loan 
or advance of credit from the Corporation or from 
any covered financial company; 
(B) any person who participated, as an officer or 
director of such covered financial company or of any affiliate 
of such company, in a material way in any transaction 
that resulted in a substantial loss to such covered financial 
company; or 
(C) any person who has demonstrated a pattern or 
practice of defalcation regarding obligations to such covered 
financial company. 
(2) CONVICTED DEBTORS.—Except as provided in paragraph 
(3), a person may not purchase any asset of such institution 
from the receiver, if that person— 
(A) has been convicted of an offense under section 
215, 656, 657, 1005, 1006, 1007, 1008, 1014, 1032, 1341, 
1343, or 1344 of title 18, United States Code, or of con-
spiring to commit such an offense, affecting any covered 
financial company; and 
(B) is in default on any loan or other extension of 
credit from such covered financial company which, if not 
paid, will cause substantial loss to the Fund or the Corpora-
tion. 
(3) SETTLEMENT OF CLAIMS.—Paragraphs (1) and (2) shall 
not apply to the sale or transfer by the Corporation of any 
asset of any covered financial company to any person, if the 
sale or transfer of the asset resolves or settles, or is part 
of the resolution or settlement, of 1 or more claims that have 
been, or could have been, asserted by the Corporation against 
the person. 
(4) DEFINITION
OF
DEFAULT.—For purposes of this sub-
section, the term ‘‘default’’ means a failure to comply with 
Regulations. 
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124 STAT. 1514 
PUBLIC LAW 111–203—JULY 21, 2010 
the terms of a loan or other obligation to such an extent 
that the property securing the obligation is foreclosed upon. 
(s) RECOUPMENT OF COMPENSATION FROM SENIOR EXECUTIVES 
AND DIRECTORS.— 
(1) IN GENERAL.—The Corporation, as receiver of a covered 
financial company, may recover from any current or former 
senior executive or director substantially responsible for the 
failed condition of the covered financial company any compensa-
tion received during the 2-year period preceding the date on 
which the Corporation was appointed as the receiver of the 
covered financial company, except that, in the case of fraud, 
no time limit shall apply. 
(2) COST CONSIDERATIONS.—In seeking to recover any such 
compensation, the Corporation shall weigh the financial and 
deterrent benefits of such recovery against the cost of executing 
the recovery. 
(3) RULEMAKING.—The Corporation shall promulgate regu-
lations to implement the requirements of this subsection, 
including defining the term ‘‘compensation’’ to mean any finan-
cial remuneration, including salary, bonuses, incentives, bene-
fits, severance, deferred compensation, or golden parachute 
benefits, and any profits realized from the sale of the securities 
of the covered financial company. 
SEC. 211. MISCELLANEOUS PROVISIONS. 
(a) CLARIFICATION OF PROHIBITION REGARDING CONCEALMENT 
OF
ASSETS
FROM
RECEIVER
OR
LIQUIDATING
AGENT.—Section 
1032(1) of title 18, United States Code, is amended by inserting 
‘‘the Federal Deposit Insurance Corporation acting as receiver for 
a covered financial company, in accordance with title II of the 
Dodd-Frank Wall Street Reform and Consumer Protection Act,’’ 
before ‘‘or the National Credit’’. 
(b) CONFORMING AMENDMENT.—Section 1032 of title 18, United 
States Code, is amended in the section heading, by striking ‘‘of 
financial institution’’. 
(c) FEDERAL DEPOSIT INSURANCE CORPORATION IMPROVEMENT 
ACT OF 1991.—Section 403(a) of the Federal Deposit Insurance 
Corporation Improvement Act of 1991 (12 U.S.C. 4403(a)) is 
amended by inserting ‘‘section 210(c) of the Dodd-Frank Wall Street 
Reform and Consumer Protection Act, section 1367 of the Federal 
Housing Enterprises Financial Safety and Soundness Act of 1992 
(12 U.S.C. 4617(d)),’’ after ‘‘section 11(e) of the Federal Deposit 
Insurance Act,’’. 
(d) FDIC INSPECTOR GENERAL REVIEWS.— 
(1) SCOPE.—The Inspector General of the Corporation shall 
conduct, supervise, and coordinate audits and investigations 
of the liquidation of any covered financial company by the 
Corporation as receiver under this title, including collecting 
and summarizing— 
(A) a description of actions taken by the Corporation 
as receiver; 
(B) a description of any material sales, transfers, merg-
ers, obligations, purchases, and other material transactions 
entered into by the Corporation; 
(C) an evaluation of the adequacy of the policies and 
procedures of the Corporation under section 203(d) and 
orderly liquidation plan under section 210(n)(14); 
Audits. 
Investigations. 
12 USC 5391. 
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124 STAT. 1515 
PUBLIC LAW 111–203—JULY 21, 2010 
(D) an evaluation of the utilization by the Corporation 
of the private sector in carrying out its functions, including 
the adequacy of any conflict-of-interest reviews; and 
(E) an evaluation of the overall performance of the 
Corporation in liquidating the covered financial company, 
including administrative costs, timeliness of liquidation 
process, and impact on the financial system. 
(2) FREQUENCY.—Not later than 6 months after the date 
of appointment of the Corporation as receiver under this title 
and every 6 months thereafter, the Inspector General of the 
Corporation shall conduct the audit and investigation described 
in paragraph (1). 
(3) REPORTS AND TESTIMONY.—The Inspector General of 
the Corporation shall include in the semiannual reports 
required by section 5(a) of the Inspector General Act of 1978 
(5 U.S.C. App.), a summary of the findings and evaluations 
under paragraph (1), and shall appear before the appropriate 
committees of Congress, if requested, to present each such 
report. 
(4) FUNDING.— 
(A) INITIAL FUNDING.—The expenses of the Inspector 
General of the Corporation in carrying out this subsection 
shall be considered administrative expenses of the receiver-
ship. 
(B) ADDITIONAL FUNDING.—If the maximum amount 
available to the Corporation as receiver under this title 
is insufficient to enable the Inspector General of the Cor-
poration to carry out the duties under this subsection, 
the Corporation shall pay such additional amounts from 
assessments imposed under section 210. 
(5) TERMINATION
OF
RESPONSIBILITIES.—The duties and 
responsibilities of the Inspector General of the Corporation 
under this subsection shall terminate 1 year after the date 
of termination of the receivership under this title. 
(e) TREASURY INSPECTOR GENERAL REVIEWS.— 
(1) SCOPE.—The Inspector General of the Department of 
the Treasury shall conduct, supervise, and coordinate audits 
and investigations of actions taken by the Secretary related 
to the liquidation of any covered financial company under this 
title, including collecting and summarizing— 
(A) a description of actions taken by the Secretary 
under this title; 
(B) an analysis of the approval by the Secretary of 
the policies and procedures of the Corporation under section 
203 and acceptance of the orderly liquidation plan of the 
Corporation under section 210; and 
(C) an assessment of the terms and conditions under-
lying the purchase by the Secretary of obligations of the 
Corporation under section 210. 
(2) FREQUENCY.—Not later than 6 months after the date 
of appointment of the Corporation as receiver under this title 
and every 6 months thereafter, the Inspector General of the 
Department of the Treasury shall conduct the audit and inves-
tigation described in paragraph (1). 
(3) REPORTS AND TESTIMONY.—The Inspector General of 
the Department of the Treasury shall include in the semiannual 
reports required by section 5(a) of the Inspector General Act 
Deadlines. 
Audits. 
Investigations. 
Deadlines. 
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124 STAT. 1516 
PUBLIC LAW 111–203—JULY 21, 2010 
of 1978 (5 U.S.C. App.), a summary of the findings and assess-
ments under paragraph (1), and shall appear before the appro-
priate committees of Congress, if requested, to present each 
such report. 
(4) TERMINATION
OF
RESPONSIBILITIES.—The duties and 
responsibilities of the Inspector General of the Department 
of the Treasury under this subsection shall terminate 1 year 
after the date on which the obligations purchased by the Sec-
retary from the Corporation under section 210 are fully 
redeemed. 
(f) PRIMARY FINANCIAL REGULATORY AGENCY INSPECTOR GEN-
ERAL REVIEWS.— 
(1) SCOPE.—Upon the appointment of the Corporation as 
receiver for a covered financial company supervised by a Fed-
eral primary financial regulatory agency or the Board of Gov-
ernors under section 165, the Inspector General of the agency 
or the Board of Governors shall make a written report reviewing 
the supervision by the agency or the Board of Governors of 
the covered financial company, which shall— 
(A) evaluate the effectiveness of the agency or the 
Board of Governors in carrying out its supervisory respon-
sibilities with respect to the covered financial company; 
(B) identify any acts or omissions on the part of agency 
or Board of Governors officials that contributed to the 
covered financial company being in default or in danger 
of default; 
(C) identify any actions that could have been taken 
by the agency or the Board of Governors that would have 
prevented the company from being in default or in danger 
of default; and 
(D) recommend appropriate administrative or legisla-
tive action. 
(2) REPORTS AND TESTIMONY.—Not later than 1 year after 
the date of appointment of the Corporation as receiver under 
this title, the Inspector General of the Federal primary financial 
regulatory agency or the Board of Governors shall provide 
the report required by paragraph (1) to such agency or the 
Board of Governors, and along with such agency or the Board 
of Governors, as applicable, shall appear before the appropriate 
committees of Congress, if requested, to present the report 
required by paragraph (1). Not later than 90 days after the 
date of receipt of the report required by paragraph (1), such 
agency or the Board of Governors, as applicable, shall provide 
a written report to Congress describing any actions taken in 
response to the recommendations in the report, and if no such 
actions were taken, describing the reasons why no actions 
were taken. 
SEC. 212. PROHIBITION OF CIRCUMVENTION AND PREVENTION OF 
CONFLICTS OF INTEREST. 
(a) NO OTHER FUNDING.—Funds for the orderly liquidation 
of any covered financial company under this title shall only be 
provided as specified under this title. 
(b) LIMIT
ON
GOVERNMENTAL
ACTIONS.—No governmental 
entity may take any action to circumvent the purposes of this 
title. 
12 USC 5392. 
Recommenda- 
tion. 
Evaluation. 
Reports. 
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124 STAT. 1517 
PUBLIC LAW 111–203—JULY 21, 2010 
(c) CONFLICT OF INTEREST.—In the event that the Corporation 
is appointed receiver for more than 1 covered financial company 
or is appointed receiver for a covered financial company and receiver 
for any insured depository institution that is an affiliate of such 
covered financial company, the Corporation shall take appropriate 
action, as necessary to avoid any conflicts of interest that may 
arise in connection with multiple receiverships. 
SEC. 213. BAN ON CERTAIN ACTIVITIES BY SENIOR EXECUTIVES AND 
DIRECTORS. 
(a) PROHIBITION AUTHORITY.—The Board of Governors or, if 
the covered financial company was not supervised by the Board 
of Governors, the Corporation, may exercise the authority provided 
by this section. 
(b) AUTHORITY TO ISSUE ORDER.—The appropriate agency 
described in subsection (a) may take any action authorized by 
subsection (c), if the agency determines that— 
(1) a senior executive or a director of the covered financial 
company, prior to the appointment of the Corporation as 
receiver, has, directly or indirectly— 
(A) violated— 
(i) any law or regulation; 
(ii) any cease-and-desist order which has become 
final; 
(iii) any condition imposed in writing by a Federal 
agency in connection with any action on any applica-
tion, notice, or request by such company or senior 
executive; or 
(iv) any written agreement between such company 
and such agency; 
(B) engaged or participated in any unsafe or unsound 
practice in connection with any financial company; or 
(C) committed or engaged in any act, omission, or 
practice which constitutes a breach of the fiduciary duty 
of such senior executive or director; 
(2) by reason of the violation, practice, or breach described 
in any subparagraph of paragraph (1), such senior executive 
or director has received financial gain or other benefit by reason 
of such violation, practice, or breach and such violation, prac-
tice, or breach contributed to the failure of the company; and 
(3) such violation, practice, or breach— 
(A) involves personal dishonesty on the part of such 
senior executive or director; or 
(B) demonstrates willful or continuing disregard by 
such senior executive or director for the safety or soundness 
of such company. 
(c) AUTHORIZED ACTIONS.— 
(1) IN GENERAL.—The appropriate agency for a financial 
company, as described in subsection (a), may serve upon a 
senior executive or director described in subsection (b) a written 
notice of the intention of the agency to prohibit any further 
participation by such person, in any manner, in the conduct 
of the affairs of any financial company for a period of time 
determined by the appropriate agency to be commensurate 
with such violation, practice, or breach, provided such period 
shall be not less than 2 years. 
Notice. 
Time period. 
12 USC 5393. 
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124 STAT. 1518 
PUBLIC LAW 111–203—JULY 21, 2010 
(2) PROCEDURES.—The due process requirements and other 
procedures under section 8(e) of the Federal Deposit Insurance 
Act (12 U.S.C. 1818(e)) shall apply to actions under this section 
as if the covered financial company were an insured depository 
institution and the senior executive or director were an institu-
tion-affiliated party, as those terms are defined in that Act. 
(d) REGULATIONS.—The Corporation and the Board of Gov-
ernors, in consultation with the Council, shall jointly prescribe 
rules or regulations to administer and carry out this section, 
including rules, regulations, or guidelines to further define the 
term senior executive for the purposes of this section. 
SEC. 214. PROHIBITION ON TAXPAYER FUNDING. 
(a) LIQUIDATION REQUIRED.—All financial companies put into 
receivership under this title shall be liquidated. No taxpayer funds 
shall be used to prevent the liquidation of any financial company 
under this title. 
(b) RECOVERY OF FUNDS.—All funds expended in the liquidation 
of a financial company under this title shall be recovered from 
the disposition of assets of such financial company, or shall be 
the responsibility of the financial sector, through assessments. 
(c) NO LOSSES TO TAXPAYERS.—Taxpayers shall bear no losses 
from the exercise of any authority under this title. 
SEC. 215. STUDY ON SECURED CREDITOR HAIRCUTS. 
(a) STUDY REQUIRED.—The Council shall conduct a study evalu-
ating the importance of maximizing United States taxpayer protec-
tions and promoting market discipline with respect to the treatment 
of fully secured creditors in the utilization of the orderly liquidation 
authority authorized by this Act. In carrying out such study, the 
Council shall— 
(1) not be prejudicial to current or past laws or regulations 
with respect to secured creditor treatment in a resolution 
process; 
(2) study the similarities and differences between the reso-
lution mechanisms authorized by the Bankruptcy Code, the 
Federal Deposit Insurance Corporation Improvement Act of 
1991, and the orderly liquidation authority authorized by this 
Act; 
(3) determine how various secured creditors are treated 
in such resolution mechanisms and examine how a haircut 
(of various degrees) on secured creditors could improve market 
discipline and protect taxpayers; 
(4) compare the benefits and dynamics of prudent lending 
practices by depository institutions in secured loans for con-
sumers and small businesses to the lending practices of secured 
creditors to large, interconnected financial firms; 
(5) consider whether credit differs according to different 
types of collateral and different terms and timing of the exten-
sion of credit; amd 
(6) include an examination of stakeholders who were 
unsecured or under-collateralized and seek collateral when a 
firm is failing, and the impact that such behavior has on 
financial stability and an orderly resolution that protects tax-
payers if the firm fails. 
(b) REPORT.—Not later than the end of the 1-year period begin-
ning on the date of enactment of this Act, the Council shall issue 
a report to the Congress containing all findings and conclusions 
12 USC 5394. 
Applicability. 
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124 STAT. 1519 
PUBLIC LAW 111–203—JULY 21, 2010 
made by the Council in carrying out the study required under 
subsection (a). 
SEC. 216. STUDY ON BANKRUPTCY PROCESS FOR FINANCIAL AND 
NONBANK FINANCIAL INSTITUTIONS. 
(a) STUDY.— 
(1) IN GENERAL.—Upon enactment of this Act, the Board 
of Governors, in consultation with the Administrative Office 
of the United States Courts, shall conduct a study regarding 
the resolution of financial companies under the Bankruptcy 
Code, under chapter 7 or 11 thereof . 
(2) ISSUES TO BE STUDIED.—Issues to be studied under 
this section include— 
(A) the effectiveness of chapter 7 and chapter 11 of 
the Bankruptcy Code in facilitating the orderly resolution 
or reorganization of systemic financial companies; 
(B) whether a special financial resolution court or panel 
of special masters or judges should be established to oversee 
cases involving financial companies to provide for the reso-
lution of such companies under the Bankruptcy Code, in 
a manner that minimizes adverse impacts on financial 
markets without creating moral hazard; 
(C) whether amendments to the Bankruptcy Code 
should be adopted to enhance the ability of the Code to 
resolve financial companies in a manner that minimizes 
adverse impacts on financial markets without creating 
moral hazard; 
(D) whether amendments should be made to the Bank-
ruptcy Code, the Federal Deposit Insurance Act, and other 
insolvency laws to address the manner in which qualified 
financial contracts of financial companies are treated; and 
(E) the implications, challenges, and benefits to cre-
ating a new chapter or subchapter of the Bankruptcy Code 
to deal with financial companies. 
(b) REPORTS TO CONGRESS.—Not later than 1 year after the 
date of enactment of this Act, and in each successive year until 
the fifth year after the date of enactment of this Act, the Adminis-
trative Office of the United States courts shall submit to the 
Committees on Banking, Housing, and Urban Affairs and the 
Judiciary of the Senate and the Committees on Financial Services 
and the Judiciary of the House of Representatives a report summa-
rizing the results of the study conducted under subsection (a). 
SEC. 217. STUDY ON INTERNATIONAL COORDINATION RELATING TO 
BANKRUPTCY 
PROCESS 
FOR 
NONBANK 
FINANCIAL 
INSTITUTIONS. 
(a) STUDY.— 
(1) IN GENERAL.—The Board of Governors, in consultation 
with the Administrative Office of the United States Courts, 
shall conduct a study regarding international coordination 
relating to the resolution of systemic financial companies under 
the United States Bankruptcy Code and applicable foreign law. 
(2) ISSUES TO BE STUDIED.—With respect to the bankruptcy 
process for financial companies, issues to be studied under 
this section include— 
(A) the extent to which international coordination cur-
rently exists; 
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124 STAT. 1520 
PUBLIC LAW 111–203—JULY 21, 2010 
(B) current mechanisms and structures for facilitating 
international cooperation; 
(C) barriers to effective international coordination; and 
(D) ways to increase and make more effective inter-
national coordination of the resolution of financial compa-
nies, so as to minimize the impact on the financial system 
without creating moral hazard. 
(b) REPORT TO CONGRESS.—Not later than 1 year after the 
date of enactment of this Act, the Administrative office of the 
United States Courts shall submit to the Committees on Banking, 
Housing, and Urban Affairs and the Judiciary of the Senate and 
the Committees on Financial Services and the Judiciary of the 
House of Representatives a report summarizing the results of the 
study conducted under subsection (a). 
TITLE III—TRANSFER OF POWERS TO 
THE COMPTROLLER OF THE CUR-
RENCY, THE CORPORATION, AND THE 
BOARD OF GOVERNORS 
SEC. 300. SHORT TITLE. 
This title may be cited as the ‘‘Enhancing Financial Institution 
Safety and Soundness Act of 2010’’. 
SEC. 301. PURPOSES. 
The purposes of this title are— 
(1) to provide for the safe and sound operation of the 
banking system of the United States; 
(2) to preserve and protect the dual system of Federal 
and State-chartered depository institutions; 
(3) to ensure the fair and appropriate supervision of each 
depository institution, regardless of the size or type of charter 
of the depository institution; and 
(4) to streamline and rationalize the supervision of deposi-
tory institutions and the holding companies of depository 
institutions. 
SEC. 302. DEFINITION. 
In this title, the term ‘‘transferred employee’’ means, as the 
context requires, an employee transferred to the Office of the Comp-
troller of the Currency or the Corporation under section 322. 
Subtitle A—Transfer of Powers and Duties 
SEC. 311. TRANSFER DATE. 
(a) TRANSFER DATE.—Except as provided in subsection (b), the 
term ‘‘transfer date’’ means the date that is 1 year after the date 
of enactment of this Act. 
(b) EXTENSION PERMITTED.— 
(1) NOTICE REQUIRED.—The Secretary, in consultation with 
the Comptroller of the Currency, the Director of the Office 
of Thrift Supervision, the Chairman of the Board of Governors, 
and the Chairperson of the Corporation, may extend the period 
under subsection (a) and designate a transfer date that is 
Deadline. 
Definition. 
12 USC 5411. 
12 USC 5402. 
12 USC 5401. 
12 USC 5301 
note. 
Enhancing 
Financial 
Institution Safety 
and Soundness 
Act of 2010. 
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124 STAT. 1521 
PUBLIC LAW 111–203—JULY 21, 2010 
not later than 18 months after the date of enactment of this 
Act, if the Secretary transmits to the Committee on Banking, 
Housing, and Urban Affairs of the Senate and the Committee 
on Financial Services of the House of Representatives— 
(A) a written determination that commencement of 
the orderly process to implement this title is not feasible 
by the date that is 1 year after the date of enactment 
of this Act; 
(B) an explanation of why an extension is necessary 
to commence the process of orderly implementation of this 
title; 
(C) the transfer date designated under this subsection; 
and 
(D) a description of the steps that will be taken to 
initiate the process of an orderly and timely implementa-
tion of this title within the extended time period. 
(2) PUBLICATION OF NOTICE.—Not later than 270 days after 
the date of enactment of this Act, the Secretary shall publish 
in the Federal Register notice of any transfer date designated 
under paragraph (1). 
SEC. 312. POWERS AND DUTIES TRANSFERRED. 
(a) EFFECTIVE DATE.—This section, and the amendments made 
by this section, shall take effect on the transfer date. 
(b) FUNCTIONS OF THE OFFICE OF THRIFT SUPERVISION.— 
(1) SAVINGS
AND
LOAN
HOLDING
COMPANY
FUNCTIONS 
TRANSFERRED.— 
(A) TRANSFER OF FUNCTIONS.—There are transferred 
to the Board of Governors all functions of the Office of 
Thrift Supervision and the Director of the Office of Thrift 
Supervision (including the authority to issue orders) 
relating to— 
(i) the supervision of— 
(I) any savings and loan holding company; and 
(II) any subsidiary (other than a depository 
institution) of a savings and loan holding company; 
and 
(ii) all rulemaking authority of the Office of Thrift 
Supervision and the Director of the Office of Thrift 
Supervision relating to savings and loan holding 
companies. 
(B) POWERS, AUTHORITIES, RIGHTS, AND DUTIES.—The 
Board of Governors shall succeed to all powers, authorities, 
rights, and duties that were vested in the Office of Thrift 
Supervision and the Director of the Office of Thrift Super-
vision on the day before the transfer date relating to the 
functions and authority transferred under subparagraph 
(A). 
(2) ALL OTHER FUNCTIONS TRANSFERRED.— 
(A) BOARD OF GOVERNORS.—All rulemaking authority 
of the Office of Thrift Supervision and the Director of 
the Office of Thrift Supervision under section 11 of the 
Home Owners’ Loan Act (12 U.S.C. 1468) relating to trans-
actions with affiliates and extensions of credit to executive 
officers, directors, and principal shareholders and under 
section 5(q) of such Act relating to tying arrangements 
is transferred to the Board of Governors. 
12 USC 5412. 
Deadline. 
Federal Register, 
publication. 
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124 STAT. 1522 
PUBLIC LAW 111–203—JULY 21, 2010 
(B) COMPTROLLER OF THE CURRENCY.—Except as pro-
vided in paragraph (1) and subparagraph (A)— 
(i) there are transferred to the Office of the Comp-
troller of the Currency and the Comptroller of the 
Currency— 
(I) all functions of the Office of Thrift Super-
vision and the Director of the Office of Thrift 
Supervision, respectively, relating to Federal 
savings associations; and 
(II) all rulemaking authority of the Office of 
Thrift Supervision and the Director of the Office 
of Thrift Supervision, respectively, relating to 
savings associations; and 
(ii) the Office of the Comptroller of the Currency 
and the Comptroller of the Currency shall succeed 
to all powers, authorities, rights, and duties that were 
vested in the Office of Thrift Supervision and the 
Director of the Office of Thrift Supervision, respec-
tively, on the day before the transfer date relating 
to the functions and authority transferred under clause 
(i). 
(C) CORPORATION.—Except as provided in paragraph 
(1) and subparagraphs (A) and (B)— 
(i) all functions of the Office of Thrift Supervision 
and the Director of the Office of Thrift Supervision 
relating to State savings associations are transferred 
to the Corporation; and 
(ii) the Corporation shall succeed to all powers, 
authorities, rights, and duties that were vested in the 
Office of Thrift Supervision and the Director of the 
Office of Thrift Supervision on the day before the 
transfer date relating to the functions transferred 
under clause (i). 
(c) CONFORMING
AMENDMENTS.—Section 3 of the Federal 
Deposit Insurance Act (12 U.S.C. 1813) is amended— 
(1) in subsection (q), by striking paragraphs (1) through 
(4) and inserting the following: 
‘‘(1) the Office of the Comptroller of the Currency, in the 
case of— 
‘‘(A) any national banking association; 
‘‘(B) any Federal branch or agency of a foreign bank; 
and 
‘‘(C) any Federal savings association; 
‘‘(2) the Federal Deposit Insurance Corporation, in the case 
of— 
‘‘(A) any State nonmember insured bank; 
‘‘(B) any foreign bank having an insured branch; and 
‘‘(C) any State savings association; 
‘‘(3) the Board of Governors of the Federal Reserve System, 
in the case of— 
‘‘(A) any State member bank; 
‘‘(B) any branch or agency of a foreign bank with 
respect to any provision of the Federal Reserve Act which 
is made applicable under the International Banking Act 
of 1978; 
‘‘(C) any foreign bank which does not operate an 
insured branch; 
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124 STAT. 1523 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(D) any agency or commercial lending company other 
than a Federal agency; 
‘‘(E) supervisory or regulatory proceedings arising from 
the authority given to the Board of Governors under section 
7(c)(1) of the International Banking Act of 1978, including 
such proceedings under the Financial Institutions Super-
visory Act of 1966; 
‘‘(F) any bank holding company and any subsidiary 
(other than a depository institution) of a bank holding 
company; and 
‘‘(G) any savings and loan holding company and any 
subsidiary (other than a depository institution) of a savings 
and loan holding company.’’; and 
(2) in paragraphs (1) and (3) of subsection (u), by striking 
‘‘(other than a bank holding company’’ and inserting ‘‘(other 
than a bank holding company or savings and loan holding 
company’’. 
(d) CONSUMER PROTECTION.—Nothing in this section may be 
construed to limit or otherwise affect the transfer of powers under 
title X. 
SEC. 313. ABOLISHMENT. 
Effective 90 days after the transfer date, the Office of Thrift 
Supervision and the position of Director of the Office of Thrift 
Supervision are abolished. 
SEC. 314. AMENDMENTS TO THE REVISED STATUTES. 
(a) AMENDMENT TO SECTION 324.—Section 324 of the Revised 
Statutes of the United States (12 U.S.C. 1) is amended to read 
as follows: 
‘‘SEC. 324. COMPTROLLER OF THE CURRENCY. 
‘‘(a) OFFICE OF THE COMPTROLLER OF THE CURRENCY ESTAB-
LISHED.—There is established in the Department of the Treasury 
a bureau to be known as the ‘Office of the Comptroller of the 
Currency’ which is charged with assuring the safety and soundness 
of, and compliance with laws and regulations, fair access to financial 
services, and fair treatment of customers by, the institutions and 
other persons subject to its jurisdiction. 
‘‘(b) COMPTROLLER OF THE CURRENCY.— 
‘‘(1) IN GENERAL.—The chief officer of the Office of the 
Comptroller of the Currency shall be known as the Comptroller 
of the Currency. The Comptroller of the Currency shall perform 
the duties of the Comptroller of the Currency under the general 
direction of the Secretary of the Treasury. The Secretary of 
the Treasury may not delay or prevent the issuance of any 
rule or the promulgation of any regulation by the Comptroller 
of the Currency, and may not intervene in any matter or 
proceeding before the Comptroller of the Currency (including 
agency enforcement actions), unless otherwise specifically pro-
vided by law. 
‘‘(2) ADDITIONAL AUTHORITY.—The Comptroller of the Cur-
rency shall have the same authority with respect to functions 
transferred to the Comptroller of the Currency under the 
Enhancing Financial Institution Safety and Soundness Act of 
2010 as was vested in the Director of the Office of Thrift 
Supervision on the transfer date, as defined in section 311 
of that Act.’’. 
Effective date. 
12 USC 5413. 
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124 STAT. 1524 
PUBLIC LAW 111–203—JULY 21, 2010 
(b) SUPERVISION OF FEDERAL SAVINGS ASSOCIATIONS.—Chapter 
9 of title VII of the Revised Statutes of the United States (12 
U.S.C. 1 et seq.) is amended by inserting after section 327A (12 
U.S.C. 4a) the following: 
‘‘SEC. 327B. DEPUTY COMPTROLLER FOR THE SUPERVISION AND 
EXAMINATION OF FEDERAL SAVINGS ASSOCIATIONS. 
‘‘The Comptroller of the Currency shall designate a Deputy 
Comptroller, who shall be responsible for the supervision and exam-
ination of Federal savings associations.’’. 
(c) AMENDMENT TO SECTION 329.—Section 329 of the Revised 
Statutes of the United States (12 U.S.C. 11) is amended by inserting 
before the period at the end the following: ‘‘or any Federal savings 
association’’. 
(d) EFFECTIVE DATE.—This section, and the amendments made 
by this section, shall take effect on the transfer date. 
SEC. 315. FEDERAL INFORMATION POLICY. 
Section 3502(5) of title 44, United States Code, is amended 
by inserting ‘‘Office of the Comptroller of the Currency,’’ after 
‘‘the Securities and Exchange Commission,’’. 
SEC. 316. SAVINGS PROVISIONS. 
(a) OFFICE OF THRIFT SUPERVISION.— 
(1) EXISTING
RIGHTS, 
DUTIES, 
AND
OBLIGATIONS
NOT 
AFFECTED.—Sections 312(b) and 313 shall not affect the validity 
of any right, duty, or obligation of the United States, the 
Director of the Office of Thrift Supervision, the Office of Thrift 
Supervision, or any other person, that existed on the day before 
the transfer date. 
(2) CONTINUATION
OF
SUITS.—This title shall not abate 
any action or proceeding commenced by or against the Director 
of the Office of Thrift Supervision or the Office of Thrift Super-
vision before the transfer date, except that— 
(A) for any action or proceeding arising out of a func-
tion of the Office of Thrift Supervision or the Director 
of the Office of Thrift Supervision transferred to the Board 
of Governors by this title, the Board of Governors shall 
be substituted for the Office of Thrift Supervision or the 
Director of the Office of Thrift Supervision as a party 
to the action or proceeding on and after the transfer date; 
(B) for any action or proceeding arising out of a func-
tion of the Office of Thrift Supervision or the Director 
of the Office of Thrift Supervision transferred to the Office 
of the Comptroller of the Currency or the Comptroller 
of the Currency by this title, the Office of the Comptroller 
of the Currency or the Comptroller of the Currency shall 
be substituted for the Office of Thrift Supervision or the 
Director of the Office of Thrift Supervision, as the case 
may be, as a party to the action or proceeding on and 
after the transfer date; and 
(C) for any action or proceeding arising out of a func-
tion of the Office of Thrift Supervision or the Director 
of the Office of Thrift Supervision transferred to the Cor-
poration by this title, the Corporation shall be substituted 
for the Office of Thrift Supervision or the Director of the 
Office of Thrift Supervision as a party to the action or 
proceeding on and after the transfer date. 
12 USC 5414. 
12 USC 1 note. 
Designation. 
12 USC 4b. 
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124 STAT. 1525 
PUBLIC LAW 111–203—JULY 21, 2010 
(b) CONTINUATION
OF EXISTING OTS ORDERS, RESOLUTIONS, 
DETERMINATIONS, AGREEMENTS, REGULATIONS, ETC.—All orders, 
resolutions, 
determinations, 
agreements, 
and 
regulations, 
interpretative rules, other interpretations, guidelines, procedures, 
and other advisory materials, that have been issued, made, pre-
scribed, or allowed to become effective by the Office of Thrift Super-
vision or the Director of the Office of Thrift Supervision, or by 
a court of competent jurisdiction, in the performance of functions 
that are transferred by this title and that are in effect on the 
day before the transfer date, shall continue in effect according 
to the terms of such orders, resolutions, determinations, agree-
ments, and regulations, interpretative rules, other interpretations, 
guidelines, procedures, and other advisory materials, and shall be 
enforceable by or against— 
(1) the Board of Governors, in the case of a function of 
the Office of Thrift Supervision or the Director of the Office 
of Thrift Supervision transferred to the Board of Governors, 
until modified, terminated, set aside, or superseded in accord-
ance with applicable law by the Board of Governors, by any 
court of competent jurisdiction, or by operation of law; 
(2) the Office of the Comptroller of the Currency or the 
Comptroller of the Currency, in the case of a function of the 
Office of Thrift Supervision or the Director of the Office of 
Thrift Supervision transferred to the Office of the Comptroller 
of the Currency or the Comptroller of the Currency, respec-
tively, until modified, terminated, set aside, or superseded in 
accordance with applicable law by the Office of the Comptroller 
of the Currency or the Comptroller of the Currency, by any 
court of competent jurisdiction, or by operation of law; and 
(3) the Corporation, in the case of a function of the Office 
of Thrift Supervision or the Director of the Office of Thrift 
Supervision transferred to the Corporation, until modified, 
terminated, set aside, or superseded in accordance with 
applicable law by the Corporation, by any court of competent 
jurisdiction, or by operation of law. 
(c) IDENTIFICATION OF REGULATIONS CONTINUED.— 
(1) BY
THE
BOARD
OF
GOVERNORS.—Not later than the 
transfer date, the Board of Governors shall— 
(A) identify the regulations continued under subsection 
(b) that will be enforced by the Board of Governors; and 
(B) publish a list of the regulations identified under 
subparagraph (A) in the Federal Register. 
(2) BY OFFICE OF THE COMPTROLLER OF THE CURRENCY.— 
Not later than the transfer date, the Office of the Comptroller 
of the Currency shall— 
(A) after consultation with the Corporation, identify 
the regulations continued under subsection (b) that will 
be enforced by the Office of the Comptroller of the Cur-
rency; and 
(B) publish a list of the regulations identified under 
subparagraph (A) in the Federal Register. 
(3) BY THE CORPORATION.—Not later than the transfer date, 
the Corporation shall— 
(A) after consultation with the Office of the Comptroller 
of the Currency, identify the regulations continued under 
subsection (b) that will be enforced by the Corporation; 
and 
Deadlines. 
Federal Register, 
publication. 
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124 STAT. 1526 
PUBLIC LAW 111–203—JULY 21, 2010 
(B) publish a list of the regulations identified under 
subparagraph (A) in the Federal Register. 
(d) STATUS OF REGULATIONS PROPOSED OR NOT YET EFFEC-
TIVE.— 
(1) PROPOSED REGULATIONS.—Any proposed regulation of 
the Office of Thrift Supervision, which the Office of Thrift 
Supervision in performing functions transferred by this title, 
has proposed before the transfer date but has not published 
as a final regulation before such date, shall be deemed to 
be a proposed regulation of the Office of the Comptroller of 
the Currency or the Board of Governors, as appropriate, 
according to the terms of the proposed regulation. 
(2) REGULATIONS NOT YET EFFECTIVE.—Any interim or final 
regulation of the Office of Thrift Supervision, which the Office 
of Thrift Supervision, in performing functions transferred by 
this title, has published before the transfer date but which 
has not become effective before that date, shall become effective 
as a regulation of the Office of the Comptroller of the Currency 
or the Board of Governors, as appropriate, according to the 
terms of the interim or final regulation, unless modified, termi-
nated, set aside, or superseded in accordance with applicable 
law by the Office of the Comptroller of the Currency or the 
Board of Governors, as appropriate, by any court of competent 
jurisdiction, or by operation of law. 
SEC. 317. REFERENCES IN FEDERAL LAW TO FEDERAL BANKING AGEN-
CIES. 
On and after the transfer date, any reference in Federal law 
to the Director of the Office of Thrift Supervision or the Office 
of Thrift Supervision, in connection with any function of the Director 
of the Office of Thrift Supervision or the Office of Thrift Supervision 
transferred under section 312(b) or any other provision of this 
subtitle, shall be deemed to be a reference to the Comptroller 
of the Currency, the Office of the Comptroller of the Currency, 
the Chairperson of the Corporation, the Corporation, the Chairman 
of the Board of Governors, or the Board of Governors, as appropriate 
and consistent with the amendments made in subtitle E. 
SEC. 318. FUNDING. 
(a) COMPENSATION OF EXAMINERS.—Section 5240 of the Revised 
Statutes of the United States (12 U.S.C. 481 et seq.) is amended— 
(1) in the second undesignated paragraph (12 U.S.C. 481), 
in the fourth sentence, by striking ‘‘without regard to the provi-
sions of other laws applicable to officers or employees of the 
United States’’ and inserting the following: ‘‘set and adjusted 
subject to chapter 71 of title 5, United States Code, and without 
regard to the provisions of other laws applicable to officers 
or employees of the United States’’; and 
(2) in the third undesignated paragraph (12 U.S.C. 482), 
in the first sentence, by striking ‘‘shall fix’’ and inserting ‘‘shall, 
subject to chapter 71 of title 5, United States Code, fix’’. 
(b) FUNDING OF OFFICE OF THE COMPTROLLER OF THE CUR-
RENCY.—Chapter 4 of title LXII of the Revised Statutes is amended 
by inserting after section 5240 (12 U.S.C. 481, 482) the following: 
‘‘SEC. 5240A. The Comptroller of the Currency may collect 
an assessment, fee, or other charge from any entity described in 
section 3(q)(1) of the Federal Deposit Insurance Act (12 U.S.C. 
12 USC 16. 
12 USC 5415. 
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124 STAT. 1527 
PUBLIC LAW 111–203—JULY 21, 2010 
1813(q)(1)), as the Comptroller determines is necessary or appro-
priate to carry out the responsibilities of the Office of the Comp-
troller of the Currency. In establishing the amount of an assess-
ment, fee, or charge collected from an entity under this section, 
the Comptroller of the Currency may take into account the nature 
and scope of the activities of the entity, the amount and type 
of assets that the entity holds, the financial and managerial condi-
tion of the entity, and any other factor, as the Comptroller of 
the Currency determines is appropriate. Funds derived from any 
assessment, fee, or charge collected or payment made pursuant 
to this section may be deposited by the Comptroller of the Currency 
in accordance with the provisions of section 5234. Such funds shall 
not be construed to be Government funds or appropriated monies, 
and shall not be subject to apportionment for purposes of chapter 
15 of title 31, United States Code, or any other provision of law. 
The authority of the Comptroller of the Currency under this section 
shall be in addition to the authority under section 5240. 
‘‘The Comptroller of the Currency shall have sole authority 
to determine the manner in which the obligations of the Office 
of the Comptroller of the Currency shall be incurred and its 
disbursements and expenses allowed and paid, in accordance with 
this section, except as provided in chapter 71 of title 5, United 
States Code (with respect to compensation).’’. 
(c) FUNDING OF BOARD OF GOVERNORS.—Section 11 of the Fed-
eral Reserve Act (12 U.S.C. 248) is amended by adding at the 
end the following: 
‘‘(s) ASSESSMENTS, FEES, AND OTHER CHARGES FOR CERTAIN 
COMPANIES.— 
‘‘(1) IN GENERAL.—The Board shall collect a total amount 
of assessments, fees, or other charges from the companies 
described in paragraph (2) that is equal to the total expenses 
the Board estimates are necessary or appropriate to carry out 
the supervisory and regulatory responsibilities of the Board 
with respect to such companies. 
‘‘(2) COMPANIES.—The companies described in this para-
graph are— 
‘‘(A) all bank holding companies having total consoli-
dated assets of $50,000,000,000 or more; 
‘‘(B) all savings and loan holding companies having 
total consolidated assets of $50,000,000,000 or more; and 
‘‘(C) all nonbank financial companies supervised by 
the Board under section 113 of the Dodd-Frank Wall Street 
Reform and Consumer Protection Act.’’. 
(d) CORPORATION EXAMINATION FEES.—Section 10(e) of the Fed-
eral Deposit Insurance Act (12 U.S.C. 1820(e)) is amended by 
striking paragraph (1) and inserting the following: 
‘‘(1) REGULAR AND SPECIAL EXAMINATIONS OF DEPOSITORY 
INSTITUTIONS.—The cost of conducting any regular examination 
or special examination of any depository institution under sub-
section (b)(2), (b)(3), or (d) or of any entity described in section 
3(q)(2) may be assessed by the Corporation against the institu-
tion or entity to meet the expenses of the Corporation in car-
rying out such examinations.’’. 
(e) EFFECTIVE DATE.—This section, and the amendments made 
by this section, shall take effect on the transfer date. 
12 USC 16 note. 
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124 STAT. 1528 
PUBLIC LAW 111–203—JULY 21, 2010 
SEC. 319. CONTRACTING AND LEASING AUTHORITY. 
Notwithstanding the Federal Property and Administrative 
Services Act of 1949 (41 U.S.C. 251 et seq.) or any other provision 
of law (except the full and open competition requirements of the 
Competition in Contracting Act), the Office of the Comptroller of 
the Currency may— 
(1) enter into and perform contracts, execute instruments, 
and acquire real property (or property interest) as the Comp-
troller deems necessary to carry out the duties and responsibil-
ities of the Office of the Comptroller of the Currency; and 
(2) hold, maintain, sell, lease, or otherwise dispose of the 
property (or property interest) acquired under paragraph (1). 
Subtitle B—Transitional Provisions 
SEC. 321. INTERIM USE OF FUNDS, PERSONNEL, AND PROPERTY OF 
THE OFFICE OF THRIFT SUPERVISION. 
(a) IN GENERAL.—Before the transfer date, the Office of the 
Comptroller of the Currency, the Corporation, and the Board of 
Governors shall— 
(1) consult and cooperate with the Office of Thrift Super-
vision to facilitate the orderly transfer of functions to the Office 
of the Comptroller of the Currency, the Corporation, and the 
Board of Governors in accordance with this title; 
(2) determine jointly, from time to time— 
(A) the amount of funds necessary to pay any expenses 
associated with the transfer of functions (including 
expenses for personnel, property, and administrative serv-
ices) during the period beginning on the date of enactment 
of this Act and ending on the transfer date; 
(B) which personnel are appropriate to facilitate the 
orderly transfer of functions by this title; and 
(C) what property and administrative services are nec-
essary to support the Office of the Comptroller of the 
Currency, the Corporation, and the Board of Governors 
during the period beginning on the date of enactment of 
this Act and ending on the transfer date; and 
(3) take such actions as may be necessary to provide for 
the orderly implementation of this title. 
(b) AGENCY CONSULTATION.—When requested jointly by the 
Office of the Comptroller of the Currency, the Corporation, and 
the Board of Governors to do so before the transfer date, the 
Office of Thrift Supervision shall— 
(1) pay to the Office of the Comptroller of the Currency, 
the Corporation, or the Board of Governors, as applicable, from 
funds obtained by the Office of Thrift Supervision through 
assessments, fees, or other charges that the Office of Thrift 
Supervision is authorized by law to impose, such amounts 
as the Office of the Comptroller of the Currency, the Corpora-
tion, and the Board of Governors jointly determine to be nec-
essary under subsection (a); 
(2) detail to the Office of the Comptroller of the Currency, 
the Corporation, or the Board of Governors, as applicable, such 
personnel as the Office of the Comptroller of the Currency, 
the Corporation, and the Board of Governors jointly determine 
to be appropriate under subsection (a); and 
Payment. 
Determination. 
Consultation. 
12 USC 5431. 
12 USC 5416. 
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124 STAT. 1529 
PUBLIC LAW 111–203—JULY 21, 2010 
(3) make available to the Office of the Comptroller of the 
Currency, the Corporation, or the Board of Governors, as 
applicable, such property and provide to the Office of the Comp-
troller of the Currency, the Corporation, or the Board of Gov-
ernors, as applicable, such administrative services as the Office 
of the Comptroller of the Currency, the Corporation, and the 
Board of Governors jointly determine to be necessary under 
subsection (a). 
(c) NOTICE REQUIRED.—The Office of the Comptroller of the 
Currency, the Corporation, and the Board of Governors shall jointly 
give the Office of Thrift Supervision reasonable prior notice of 
any request that the Office of the Comptroller of the Currency, 
the Corporation, and the Board of Governors jointly intend to make 
under subsection (b). 
SEC. 322. TRANSFER OF EMPLOYEES. 
(a) IN GENERAL.— 
(1) OFFICE OF THRIFT SUPERVISION EMPLOYEES.— 
(A) IN GENERAL.—Except as provided in section 1064, 
all employees of the Office of Thrift Supervision shall be 
transferred to the Office of the Comptroller of the Currency 
or the Corporation for employment in accordance with this 
section. 
(B) 
ALLOCATING
EMPLOYEES
FOR
TRANSFER
TO 
RECEIVING AGENCIES.—The Director of the Office of Thrift 
Supervision, the Comptroller of the Currency, and the 
Chairperson of the Corporation shall— 
(i) jointly determine the number of employees of 
the Office of Thrift Supervision necessary to perform 
or support the functions that are transferred to the 
Office of the Comptroller of the Currency or the Cor-
poration by this title; and 
(ii) consistent with the determination under clause 
(i), jointly identify employees of the Office of Thrift 
Supervision for transfer to the Office of the Comptroller 
of the Currency or the Corporation. 
(2) EMPLOYEES TRANSFERRED; SERVICE PERIODS CREDITED.— 
For purposes of this section, periods of service with a Federal 
home loan bank, a joint office of Federal home loan banks, 
or a Federal reserve bank shall be credited as periods of service 
with a Federal agency. 
(3) APPOINTMENT AUTHORITY FOR EXCEPTED SERVICE TRANS-
FERRED.— 
(A) IN GENERAL.—Except as provided in subparagraph 
(B), any appointment authority of the Office of Thrift 
Supervision under Federal law that relates to the functions 
transferred under section 312, including the regulations 
of the Office of Personnel Management, for filling the posi-
tions of employees in the excepted service shall be trans-
ferred to the Comptroller of the Currency or the Chair-
person of the Corporation, as appropriate. 
(B) DECLINING TRANSFERS ALLOWED.—The Comptroller 
of the Currency or the Chairperson of the Corporation 
may decline to accept a transfer of authority under 
subparagraph (A) (and the employees appointed under that 
authority) to the extent that such authority relates to posi-
tions excepted from the competitive service because of their 
Determination. 
12 USC 5432. 
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124 STAT. 1530 
PUBLIC LAW 111–203—JULY 21, 2010 
confidential, policy-making, policy-determining, or policy- 
advocating character. 
(4) 
ADDITIONAL
APPOINTMENT
AUTHORITY.—Notwith-
standing any other provision of law, the Office of the Comp-
troller of the Currency and the Corporation may appoint trans-
ferred employees to positions in the Office of the Comptroller 
of the Currency or the Corporation, respectively. 
(b) TIMING OF TRANSFERS AND POSITION ASSIGNMENTS.—Each 
employee to be transferred under subsection (a)(1) shall— 
(1) be transferred not later than 90 days after the transfer 
date; and 
(2) receive notice of the position assignment of the employee 
not later than 120 days after the effective date of the transfer 
of the employee. 
(c) TRANSFER OF FUNCTIONS.— 
(1) IN GENERAL.—Notwithstanding any other provision of 
law, the transfer of employees under this subtitle shall be 
deemed a transfer of functions for the purpose of section 3503 
of title 5, United States Code. 
(2) PRIORITY.—If any provision of this subtitle conflicts 
with any protection provided to a transferred employee under 
section 3503 of title 5, United States Code, the provisions 
of this subtitle shall control. 
(d) EMPLOYEE STATUS AND ELIGIBILITY.—The transfer of func-
tions and employees under this subtitle, and the abolishment of 
the Office of Thrift Supervision under section 313, shall not affect 
the status of the transferred employees as employees of an agency 
of the United States under any provision of law. 
(e) EQUAL STATUS AND TENURE POSITIONS.— 
(1) STATUS AND TENURE.—Each transferred employee from 
the Office of Thrift Supervision shall be placed in a position 
at the Office of the Comptroller of the Currency or the Corpora-
tion with the same status and tenure as the transferred 
employee held on the day before the date on which the employee 
was transferred. 
(2) FUNCTIONS.—To the extent practicable, each transferred 
employee shall be placed in a position at the Office of the 
Comptroller of the Currency or the Corporation, as applicable, 
responsible for the same functions and duties as the transferred 
employee had on the day before the date on which the employee 
was transferred, in accordance with the expertise and pref-
erences of the transferred employee. 
(f) NO ADDITIONAL CERTIFICATION REQUIREMENTS.—An exam-
iner who is a transferred employee shall not be subject to any 
additional certification requirements before being placed in a com-
parable position at the Office of the Comptroller of the Currency 
or the Corporation, if the examiner carries out examinations of 
the same type of institutions as an employee of the Office of the 
Comptroller of the Currency or the Corporation as the employee 
was responsible for carrying out before the date on which the 
employee was transferred. 
(g) PERSONNEL ACTIONS LIMITED.— 
(1) PROTECTION.— 
(A) IN GENERAL.—Except as provided in paragraph (2), 
each affected employee shall not, during the 30-month 
period beginning on the transfer date, be involuntarily 
Time period. 
Notice. 
Deadlines. 
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124 STAT. 1531 
PUBLIC LAW 111–203—JULY 21, 2010 
separated, or involuntarily reassigned outside his or her 
locality pay area. 
(B) AFFECTED EMPLOYEES.—For purposes of this para-
graph, the term ‘‘affected employee’’ means— 
(i) an employee transferred from the Office of 
Thrift Supervision holding a permanent position on 
the day before the transfer date; and 
(ii) an employee of the Office of the Comptroller 
of the Currency or the Corporation holding a perma-
nent position on the day before the transfer date. 
(2) EXCEPTIONS.—Paragraph (1) does not limit the right 
of the Office of the Comptroller of the Currency or the Corpora-
tion to— 
(A) separate an employee for cause or for unacceptable 
performance; 
(B) terminate an appointment to a position excepted 
from the competitive service because of its confidential 
policy-making, policy-determining, or policy-advocating 
character; or 
(C) reassign an employee outside such employee’s 
locality pay area when the Office of the Comptroller of 
the Currency or the Corporation determines that the 
reassignment is necessary for the efficient operation of 
the agency. 
(h) PAY.— 
(1) 30-MONTH PROTECTION.—Except as provided in para-
graph (2), during the 30-month period beginning on the date 
on which the employee was transferred under this subtitle, 
a transferred employee shall be paid at a rate that is not 
less than the basic rate of pay, including any geographic dif-
ferential, that the transferred employee received during the 
pay period immediately preceding the date on which the 
employee was transferred. Notwithstanding the preceding sen-
tence, if the employee was receiving a higher rate of basic 
pay on a temporary basis (because of a temporary assignment, 
temporary promotion, or other temporary action) immediately 
before the transfer, the Agency may reduce the rate of basic 
pay on the date the rate would have been reduced but for 
the transfer, and the protected rate for the remainder of the 
30-month period will be the reduced rate that would have 
applied but for the transfer. 
(2) EXCEPTIONS.—The Comptroller of the Currency or the 
Corporation may reduce the rate of basic pay of a transferred 
employee— 
(A) for cause, including for unacceptable performance; 
or 
(B) with the consent of the transferred employee. 
(3) PROTECTION ONLY WHILE EMPLOYED.—This subsection 
shall apply to a transferred employee only during the period 
that the transferred employee remains employed by Office of 
the Comptroller of the Currency or the Corporation. 
(4) PAY INCREASES PERMITTED.—Nothing in this subsection 
shall limit the authority of the Comptroller of the Currency 
or the Chairperson of the Corporation to increase the pay 
of a transferred employee. 
(i) BENEFITS.— 
(1) RETIREMENT BENEFITS FOR TRANSFERRED EMPLOYEES.— 
Applicability. 
Definition. 
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124 STAT. 1532 
PUBLIC LAW 111–203—JULY 21, 2010 
(A) IN GENERAL.— 
(i) CONTINUATION OF EXISTING RETIREMENT PLAN.— 
Each transferred employee shall remain enrolled in 
the retirement plan of the transferred employee, for 
as long as the transferred employee is employed by 
the Office of the Comptroller of the Currency or the 
Corporation. 
(ii) EMPLOYER’S CONTRIBUTION.—The Comptroller 
of the Currency or the Chairperson of the Corporation, 
as appropriate, shall pay any employer contributions 
to the existing retirement plan of each transferred 
employee, as required under each such existing retire-
ment plan. 
(B) DEFINITION.—In this paragraph, the term ‘‘existing 
retirement plan’’ means, with respect to a transferred 
employee, the retirement plan (including the Financial 
Institutions Retirement Fund), and any associated thrift 
savings plan, of the agency from which the employee was 
transferred in which the employee was enrolled on the 
day before the date on which the employee was transferred. 
(2) BENEFITS OTHER THAN RETIREMENT BENEFITS.— 
(A) DURING FIRST YEAR.— 
(i) EXISTING PLANS CONTINUE.—During the 1-year 
period following the transfer date, each transferred 
employee may retain membership in any employee ben-
efit program (other than a retirement benefit program) 
of the agency from which the employee was transferred 
under this title, including any dental, vision, long term 
care, or life insurance program to which the employee 
belonged on the day before the transfer date. 
(ii) EMPLOYER’S CONTRIBUTION.—The Office of the 
Comptroller of the Currency or the Corporation, as 
appropriate, shall pay any employer cost required to 
extend coverage in the benefit program to the trans-
ferred employee as required under that program or 
negotiated agreements. 
(B) DENTAL, VISION, OR LIFE INSURANCE AFTER FIRST 
YEAR.—If, after the 1-year period beginning on the transfer 
date, the Office of the Comptroller of the Currency or 
the Corporation determines that the Office of the Comp-
troller of the Currency or the Corporation, as the case 
may be, will not continue to participate in any dental, 
vision, or life insurance program of an agency from which 
an employee was transferred, a transferred employee who 
is a member of the program may, before the decision takes 
effect and without regard to any regularly scheduled open 
season, elect to enroll in— 
(i) the enhanced dental benefits program estab-
lished under chapter 89A of title 5, United States 
Code; 
(ii) the enhanced vision benefits established under 
chapter 89B of title 5, United States Code; and 
(iii) the Federal Employees’ Group Life Insurance 
Program established under chapter 87 of title 5, United 
States Code, without regard to any requirement of 
insurability. 
Time period. 
Time period. 
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124 STAT. 1533 
PUBLIC LAW 111–203—JULY 21, 2010 
(C) LONG TERM CARE INSURANCE AFTER 1ST YEAR.— 
If, after the 1-year period beginning on the transfer date, 
the Office of the Comptroller of the Currency or the Cor-
poration determines that the Office of the Comptroller of 
the Currency or the Corporation, as appropriate, will not 
continue to participate in any long term care insurance 
program of an agency from which an employee transferred, 
a transferred employee who is a member of such a program 
may, before the decision takes effect, elect to apply for 
coverage under the Federal Long Term Care Insurance 
Program established under chapter 90 of title 5, United 
States 
Code, 
under 
the 
underwriting 
requirements 
applicable to a new active workforce member, as described 
in part 875 of title 5, Code of Federal Regulations (or 
any successor thereto). 
(D) CONTRIBUTION OF TRANSFERRED EMPLOYEE.— 
(i) IN GENERAL.—Subject to clause (ii), a trans-
ferred employee who is enrolled in a plan under the 
Federal Employees Health Benefits Program shall pay 
any employee contribution required under the plan. 
(ii) COST DIFFERENTIAL.—The Office of the Comp-
troller of the Currency or the Corporation, as 
applicable, shall pay any difference in cost between 
the employee contribution required under the plan pro-
vided to transferred employees by the agency from 
which the employee transferred on the date of enact-
ment of this Act and the plan provided by the Office 
of the Comptroller of the Currency or the Corporation, 
as the case may be, under this section. 
(iii) FUNDS TRANSFER.—The Office of the Comp-
troller of the Currency or the Corporation, as the case 
may be, shall transfer to the Employees Health Bene-
fits Fund established under section 8909 of title 5, 
United States Code, an amount determined by the 
Director of the Office of Personnel Management, after 
consultation with the Comptroller of the Currency or 
the Chairperson of the Corporation, as the case may 
be, and the Office of Management and Budget, to be 
necessary to reimburse the Fund for the cost to the 
Fund of providing any benefits under this subpara-
graph that are not otherwise paid for by a transferred 
employee under clause (i). 
(E) SPECIAL PROVISIONS TO ENSURE CONTINUATION OF 
LIFE INSURANCE BENEFITS.— 
(i) IN GENERAL.—An annuitant, as defined in sec-
tion 8901 of title 5, United States Code, who is enrolled 
in a life insurance plan administered by an agency 
from which employees are transferred under this title 
on the day before the transfer date shall be eligible 
for coverage by a life insurance plan under sections 
8706(b), 8714a, 8714b, or 8714c of title 5, United States 
Code, or by a life insurance plan established by the 
Office of the Comptroller of the Currency or the Cor-
poration, as applicable, without regard to any regularly 
scheduled open season or any requirement of insur-
ability. 
(ii) CONTRIBUTION OF TRANSFERRED EMPLOYEE.— 
Time period. 
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124 STAT. 1534 
PUBLIC LAW 111–203—JULY 21, 2010 
(I) IN GENERAL.—Subject to subclause (II), a 
transferred employee enrolled in a life insurance 
plan under this subparagraph shall pay any 
employee contribution required by the plan. 
(II) COST
DIFFERENTIAL.—The Office of the 
Comptroller of the Currency or the Corporation, 
as the case may be, shall pay any difference in 
cost between the benefits provided by the agency 
from which the employee transferred on the date 
of enactment of this Act and the benefits provided 
under this section. 
(III) FUNDS
TRANSFER.—The Office of the 
Comptroller of the Currency or the Corporation, 
as the case may be, shall transfer to the Federal 
Employees’ Group Life Insurance Fund established 
under section 8714 of title 5, United States Code, 
an amount determined by the Director of the Office 
of Personnel Management, after consultation with 
the Comptroller of the Currency or the Chair-
person of the Corporation, as the case may be, 
and the Office of Management and Budget, to be 
necessary to reimburse the Federal Employees’ 
Group Life Insurance Fund for the cost to the 
Federal Employees’ Group Life Insurance Fund 
of providing benefits under this subparagraph not 
otherwise paid for by a transferred employee under 
subclause (I). 
(IV) CREDIT
FOR
TIME
ENROLLED
IN
OTHER 
PLANS.—For any transferred employee, enrollment 
in a life insurance plan administered by the agency 
from which the employee transferred, immediately 
before enrollment in a life insurance plan under 
chapter 87 of title 5, United States Code, shall 
be considered as enrollment in a life insurance 
plan under that chapter for purposes of section 
8706(b)(1)(A) of title 5, United States Code. 
(j) INCORPORATION INTO AGENCY PAY SYSTEM.—Not later than 
30 months after the transfer date, the Comptroller of the Currency 
and the Chairperson of the Corporation shall place each transferred 
employee into the established pay system and structure of the 
appropriate employing agency. 
(k) EQUITABLE TREATMENT.—In administering the provisions 
of this section, the Comptroller of the Currency and the Chairperson 
of the Corporation— 
(1) may not take any action that would unfairly disadvan-
tage a transferred employee relative to any other employee 
of the Office of the Comptroller of the Currency or the Corpora-
tion on the basis of prior employment by the Office of Thrift 
Supervision; 
(2) may take such action as is appropriate in an individual 
case to ensure that a transferred employee receives equitable 
treatment, with respect to the status, tenure, pay, benefits 
(other than benefits under programs administered by the Office 
of Personnel Management), and accrued leave or vacation time 
for prior periods of service with any Federal agency of the 
transferred employee; 
Deadline. 
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124 STAT. 1535 
PUBLIC LAW 111–203—JULY 21, 2010 
(3) shall, jointly with the Director of the Office of Thrift 
Supervision, develop and adopt procedures and safeguards 
designed to ensure that the requirements of this subsection 
are met; and 
(4) shall conduct a study detailing the position assignments 
of all employees transferred pursuant to subsection (a), 
describing the procedures and safeguards adopted pursuant 
to paragraph (3), and demonstrating that the requirements 
of this subsection have been met; and shall, not later than 
365 days after the transfer date, submit a copy of such study 
to Congress. 
(l) REORGANIZATION.— 
(1) IN GENERAL.—If the Comptroller of the Currency or 
the Chairperson of the Corporation determines, during the 
2-year period beginning 1 year after the transfer date, that 
a reorganization of the staff of the Office of the Comptroller 
of the Currency or the Corporation, respectively, is required, 
the reorganization shall be deemed a ‘‘major reorganization’’ 
for purposes of affording affected employees retirement under 
section 8336(d)(2) or 8414(b)(1)(B) of title 5, United States 
Code. 
(2) SERVICE
CREDIT.—For purposes of this subsection, 
periods of service with a Federal home loan bank or a joint 
office of Federal home loan banks shall be credited as periods 
of service with a Federal agency. 
SEC. 323. PROPERTY TRANSFERRED. 
(a) PROPERTY DEFINED.—For purposes of this section, the term 
‘‘property’’ includes all real property (including leaseholds) and all 
personal property, including computers, furniture, fixtures, equip-
ment, books, accounts, records, reports, files, memoranda, paper, 
reports of examination, work papers, and correspondence related 
to such reports, and any other information or materials. 
(b) PROPERTY OF THE OFFICE OF THRIFT SUPERVISION.— 
(1) IN GENERAL.—No later than 90 days after the transfer 
date, all property of the Office of Thrift Supervision (other 
than property described under paragraph (b)(2)) that the Comp-
troller of the Currency and the Chairperson of the Corporation 
jointly determine is used, on the day before the transfer date, 
to perform or support the functions of the Office of Thrift 
Supervision transferred to the Office of the Comptroller of 
the Currency or the Corporation under this title, shall be trans-
ferred to the Office of the Comptroller of the Currency or 
the Corporation in a manner consistent with the transfer of 
employees under this subtitle. 
(2) PERSONAL
PROPERTY.—All books, accounts, records, 
reports, files, memoranda, papers, documents, reports of exam-
ination, work papers, and correspondence of the Office of Thrift 
Supervision that the Comptroller of the Currency, the Chair-
person of the Corporation, and the Chairman of the Board 
of Governors jointly determine is used, on the day before the 
transfer date, to perform or support the functions of the Office 
of Thrift Supervision transferred to the Board of Governors 
under this title shall be transferred to the Board of Governors 
in a manner consistent with the purposes of this title. 
(c) CONTRACTS RELATED
TO PROPERTY TRANSFERRED.—Each 
contract, agreement, lease, license, permit, and similar arrangement 
Deadline. 
12 USC 5433. 
Time period. 
Deadline. 
Study. 
Procedures. 
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124 STAT. 1536 
PUBLIC LAW 111–203—JULY 21, 2010 
relating to property transferred to the Office of the Comptroller 
of the Currency or the Corporation by this section shall be trans-
ferred to the Office of the Comptroller of the Currency or the 
Corporation, as appropriate, together with the property to which 
it relates. 
(d) PRESERVATION
OF
PROPERTY.—Property identified for 
transfer under this section shall not be altered, destroyed, or deleted 
before transfer under this section. 
SEC. 324. FUNDS TRANSFERRED. 
The funds that, on the day before the transfer date, the Director 
of the Office of Thrift Supervision (in consultation with the Comp-
troller of the Currency, the Chairperson of the Corporation, and 
the Chairman of the Board of Governors) determines are not nec-
essary to dispose of the affairs of the Office of Thrift Supervision 
under section 325 and are available to the Office of Thrift Super-
vision to pay the expenses of the Office of Thrift Supervision— 
(1) relating to the functions of the Office of Thrift Super-
vision transferred under section 312(b)(2)(B), shall be trans-
ferred to the Office of the Comptroller of the Currency on 
the transfer date; 
(2) relating to the functions of the Office of Thrift Super-
vision transferred under section 312(b)(2)(C), shall be trans-
ferred to the Corporation on the transfer date; and 
(3) relating to the functions of the Office of Thrift Super-
vision transferred under section 312(b)(1)(A), shall be trans-
ferred to the Board of Governors on the transfer date. 
SEC. 325. DISPOSITION OF AFFAIRS. 
(a) AUTHORITY OF DIRECTOR.—During the 90-day period begin-
ning on the transfer date, the Director of the Office of Thrift 
Supervision— 
(1) shall, solely for the purpose of winding up the affairs 
of the Office of Thrift Supervision relating to any function 
transferred to the Office of the Comptroller of the Currency, 
the Corporation, or the Board of Governors under this title— 
(A) manage the employees of the Office of Thrift Super-
vision who have not yet been transferred and provide for 
the payment of the compensation and benefits of the 
employees that accrue before the date on which the 
employees are transferred under this title; and 
(B) manage any property of the Office of Thrift Super-
vision, until the date on which the property is transferred 
under section 323; and 
(2) may take any other action necessary to wind up the 
affairs of the Office of Thrift Supervision. 
(b) STATUS OF DIRECTOR.— 
(1) IN GENERAL.—Notwithstanding the transfer of functions 
under this subtitle, during the 90-day period beginning on 
the transfer date, the Director of the Office of Thrift Supervision 
shall retain and may exercise any authority vested in the 
Director of the Office of Thrift Supervision on the day before 
the transfer date, only to the extent necessary— 
(A) to wind up the Office of Thrift Supervision; and 
(B) to carry out the transfer under this subtitle during 
such 90-day period. 
Time periods. 
12 USC 5435. 
12 USC 5434. 
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124 STAT. 1537 
PUBLIC LAW 111–203—JULY 21, 2010 
(2) OTHER PROVISIONS.—For purposes of paragraph (1), the 
Director of the Office of Thrift Supervision shall, during the 
90-day period beginning on the transfer date, continue to be— 
(A) treated as an officer of the United States; and 
(B) entitled to receive compensation at the same annual 
rate of basic pay that the Director of the Office of Thrift 
Supervision received on the day before the transfer date. 
SEC. 326. CONTINUATION OF SERVICES. 
Any agency, department, or other instrumentality of the United 
States, and any successor to any such agency, department, or 
instrumentality, that was, before the transfer date, providing sup-
port services to the Office of Thrift Supervision in connection with 
functions transferred to the Office of the Comptroller of the Cur-
rency, the Corporation or the Board of Governors under this title, 
shall— 
(1) continue to provide such services, subject to reimburse-
ment by the Office of the Comptroller of the Currency, the 
Corporation, or the Board of Governors, until the transfer of 
functions under this title is complete; and 
(2) consult with the Comptroller of the Currency, the Chair-
person of the Corporation, or the Chairman of the Board of 
Governors, as appropriate, to coordinate and facilitate a prompt 
and orderly transition. 
SEC. 327. IMPLEMENTATION PLAN AND REPORTS. 
(a) PLAN SUBMISSION.—Within 180 days of the enactment of 
the Dodd-Frank Wall Street Reform and Consumer Protection Act, 
the Board of Governors, the Corporation, the Office of the Comp-
troller of the Currency, and the Office of Thrift Supervision, shall 
jointly submit a plan to the Committee on Banking, Housing, and 
Urban Affairs of the Senate, the Committee on Financial Services 
of the House of Representatives, and the Inspectors General of 
the Department of the Treasury, the Corporation, and the Board 
of Governors detailing the steps the Board of Governors, the Cor-
poration, the Office of the Comptroller of the Currency, and the 
Office of Thrift Supervision will take to implement the provisions 
of sections 301 through 326, and the provisions of the amendments 
made by such sections. 
(b) INSPECTORS GENERAL REVIEW OF THE PLAN.—Within 60 
days of receiving the plan required under subsection (a), the Inspec-
tors General of the Department of the Treasury, the Corporation, 
and the Board of Governors shall jointly provide a written report 
to the Board of Governors, the Corporation, the Office of the Comp-
troller of the Currency, and the Office of Thrift Supervision and 
shall submit a copy to the Committee on Banking, Housing, and 
Urban Affairs of the Senate and the Committee on Financial Serv-
ices of the House of Representatives detailing whether the plan 
conforms with the provisions of sections 301 through 326, and 
the provisions of the amendments made by such sections, 
including— 
(1) whether the plan sufficiently takes into consideration 
the orderly transfer of personnel; 
(2) whether the plan describes procedures and safeguards 
to ensure that the Office of Thrift Supervision employees are 
not unfairly disadvantaged relative to employees of the Office 
of the Comptroller of the Currency and the Corporation; 
12 USC 5437. 
Consultation. 
12 USC 5436. 
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124 STAT. 1538 
PUBLIC LAW 111–203—JULY 21, 2010 
(3) whether the plan sufficiently takes into consideration 
the orderly transfer of authority and responsibilities; 
(4) whether the plan sufficiently takes into consideration 
the effective transfer of funds; 
(5) whether the plan sufficiently takes in consideration 
the orderly transfer of property; and 
(6) any additional recommendations for an orderly and 
effective process. 
(c) IMPLEMENTATION REPORTS.—Not later than 6 months after 
the date on which the Committee on Banking, Housing, and Urban 
Affairs of the Senate and the Committee on Financial Services 
of the House of Representatives receives the report required under 
subsection (b), and every 6 months thereafter until all aspects 
of the plan have been implemented, the Inspectors General of 
the Department of the Treasury, the Corporation, and the Board 
of Governors shall jointly provide a written report on the status 
of the implementation of the plan to the Board of Governors, the 
Corporation, the Office of the Comptroller of the Currency, and 
the Office of Thrift Supervision and shall submit a copy to the 
Committee on Banking, Housing, and Urban Affairs of the Senate 
and the Committee on Financial Services of the House of Represent-
atives. 
Subtitle C—Federal Deposit Insurance 
Corporation 
SEC. 331. DEPOSIT INSURANCE REFORMS. 
(a) SIZE DISTINCTIONS.—Section 7(b)(2) of the Federal Deposit 
Insurance Act (12 U.S.C. 1817(b)(2)) is amended— 
(1) by striking subparagraph (D); and 
(2) by redesignating subparagraph (C) as subparagraph 
(D). 
(b) ASSESSMENT BASE.—The Corporation shall amend the regu-
lations issued by the Corporation under section 7(b)(2) of the Fed-
eral Deposit Insurance Act (12 U.S.C. 1817(b)(2)) to define the 
term ‘‘assessment base’’ with respect to an insured depository 
institution for purposes of that section 7(b)(2), as an amount equal 
to— 
(1) the average consolidated total assets of the insured 
depository institution during the assessment period; minus 
(2) the sum of— 
(A) the average tangible equity of the insured deposi-
tory institution during the assessment period; and 
(B) in the case of an insured depository institution 
that is a custodial bank (as defined by the Corporation, 
based on factors including the percentage of total revenues 
generated by custodial businesses and the level of assets 
under custody) or a banker’s bank (as that term is used 
in section 5136 of the Revised Statutes (12 U.S.C. 24)), 
an amount that the Corporation determines is necessary 
to establish assessments consistent with the definition 
under section 7(b)(1) of the Federal Deposit Insurance Act 
(12 U.S.C. 1817(b)(1)) for a custodial bank or a banker’s 
bank. 
12 USC 1817 
note. 
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124 STAT. 1539 
PUBLIC LAW 111–203—JULY 21, 2010 
SEC. 332. ELIMINATION OF PROCYCLICAL ASSESSMENTS. 
Section 7(e) of the Federal Deposit Insurance Act is amended— 
(1) in paragraph (2)— 
(A) by amending subparagraph (B) to read as follows: 
‘‘(B) LIMITATION.—The Board of Directors may, in its 
sole discretion, suspend or limit the declaration of payment 
of dividends under subparagraph (A).’’; 
(B) by amending subparagraph (C) to read as follows: 
‘‘(C) NOTICE
AND
OPPORTUNITY
FOR
COMMENT.—The 
Corporation shall prescribe, by regulation, after notice and 
opportunity for comment, the method for the declaration, 
calculation, distribution, and payment of dividends under 
this paragraph’’; and 
(C) by striking subparagraphs (D) through (G); and 
(2) in paragraph (4)(A) by striking ‘‘paragraphs (2)(D) and’’ 
and inserting ‘‘paragraphs (2) and’’. 
SEC. 333. ENHANCED ACCESS TO INFORMATION FOR DEPOSIT INSUR-
ANCE PURPOSES. 
(a) Section 7(a)(2)(B) of the Federal Deposit Insurance Act 
is amended by striking ‘‘agreement’’ and inserting ‘‘consultation’’. 
(b) Section 7(b)(1)(E) of the Federal Deposit Insurance Act 
is amended— 
(1) in clause (i), by striking ‘‘such as’’ and inserting 
‘‘including’’; and 
(2) in clause (iii), by striking ‘‘Corporation’’ and inserting 
‘‘Corporation, except as provided in section 7(a)(2)(B)’’. 
SEC. 334. TRANSITION RESERVE RATIO REQUIREMENTS TO REFLECT 
NEW ASSESSMENT BASE. 
(a) Section 7(b)(3)(B) of the Federal Deposit Insurance Act 
is amended to read as follows: 
‘‘(B) MINIMUM RESERVE RATIO.—The reserve ratio des-
ignated by the Board of Directors for any year may not 
be less than 1.35 percent of estimated insured deposits, 
or the comparable percentage of the assessment base set 
forth in paragraph (2)(C).’’. 
(b) Section 3(y)(3) of the Federal Deposit Insurance Act is 
amended by inserting ‘‘, or such comparable percentage of the 
assessment base set forth in section 7(b)(2)(C)’’ before the period. 
(c) For a period of not less than 5 years after the date of 
the enactment of this title, the Federal Deposit Insurance Corpora-
tion shall make available to the public the reserve ratio and the 
designated reserve ratio using both estimated insured deposits and 
the assessment base under section 7(b)(2)(C) of the Federal Deposit 
Insurance Act. 
(d) RESERVE RATIO.—Notwithstanding the timing requirements 
of section 7(b)(3)(E)(ii) of the Federal Deposit Insurance Act, the 
Corporation shall take such steps as may be necessary for the 
reserve ratio of the Deposit Insurance Fund to reach 1.35 percent 
of estimated insured deposits by September 30, 2020. 
(e) OFFSET.—In setting the assessments necessary to meet the 
requirements of subsection (d), the Corporation shall offset the 
effect of subsection (d) on insured depository institutions with total 
consolidated assets of less than $10,000,000,000. 
Time period. 
Public 
information. 
12 USC 1817 
note. 
12 USC 1813. 
Regulations. 
12 USC 1817. 
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124 STAT. 1540 
PUBLIC LAW 111–203—JULY 21, 2010 
SEC. 335. PERMANENT INCREASE IN DEPOSIT AND SHARE INSURANCE. 
(a) PERMANENT INCREASE
IN DEPOSIT INSURANCE.—Section 
11(a)(1)(E) of the Federal Deposit Insurance Act (12 U.S.C. 
1821(a)(1)(E)) is amended— 
(1) by striking ‘‘$100,000’’ and inserting ‘‘$250,000’’; and 
(2) by adding at the end the following new sentences: 
‘‘Notwithstanding any other provision of law, the increase in 
the standard maximum deposit insurance amount to $250,000 
shall apply to depositors in any institution for which the Cor-
poration was appointed as receiver or conservator on or after 
January 1, 2008, and before October 3, 2008. The Corporation 
shall take such actions as are necessary to carry out the require-
ments of this section with respect to such depositors, without 
regard to any time limitations under this Act. In implementing 
this and the preceding 2 sentences, any payment on a deposit 
claim made by the Corporation as receiver or conservator to 
a depositor above the standard maximum deposit insurance 
amount in effect at the time of the appointment of the Corpora-
tion as receiver or conservator shall be deemed to be part 
of the net amount due to the depositor under subparagraph 
(B).’’ 
(b) PERMANENT
INCREASE
IN
SHARE
INSURANCE.—Section 
207(k)(5) of the Federal Credit Union Act (12 U.S.C. 1787(k)(5)) 
is amended by striking ‘‘$100,000’’ and inserting ‘‘$250,000’’. 
SEC. 336. MANAGEMENT OF THE FEDERAL DEPOSIT INSURANCE COR-
PORATION. 
(a) IN GENERAL.—Section 2 of the Federal Deposit Insurance 
Act (12 U.S.C. 1812) is amended— 
(1) in subsection (a)(1)(B), by striking ‘‘Director of the Office 
of Thrift Supervision’’ and inserting ‘‘Director of the Consumer 
Financial Protection Bureau’’; 
(2) by amending subsection (d)(2) to read as follows: 
‘‘(2) ACTING
OFFICIALS
MAY
SERVE.—In the event of a 
vacancy in the office of the Comptroller of the Currency or 
the office of Director of the Consumer Financial Protection 
Bureau and pending the appointment of a successor, or during 
the absence or disability of the Comptroller of the Currency 
or the Director of the Consumer Financial Protection Bureau, 
the acting Comptroller of the Currency or the acting Director 
of the Consumer Financial Protection Bureau, as the case may 
be, shall be a member of the Board of Directors in the place 
of the Comptroller or Director.’’; and 
(3) in subsection (f)(2), by striking ‘‘Office of Thrift Super-
vision’’ and inserting ‘‘Consumer Financial Protection Bureau’’. 
(b) EFFECTIVE DATE.—This section, and the amendments made 
by this section, shall take effect on the transfer date. 
Subtitle D—Other Matters 
SEC. 341. BRANCHING. 
Notwithstanding the Federal Deposit Insurance Act (12 U.S.C. 
1811 et seq.), the Bank Holding Company Act of 1956 (12 U.S.C. 
1841 et seq.), or any other provision of Federal or State law, 
a savings association that becomes a bank may— 
12 USC 5451. 
12 USC 1812 
note. 
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124 STAT. 1541 
PUBLIC LAW 111–203—JULY 21, 2010 
(1) continue to operate any branch or agency that the 
savings association operated immediately before the savings 
association became a bank; and 
(2) establish, acquire, and operate additional branches and 
agencies at any location within any State in which the savings 
association operated a branch immediately before the savings 
association became a bank, if the law of the State in which 
the branch is located, or is to be located, would permit establish-
ment of the branch if the bank were a State bank chartered 
by such State. 
SEC. 342. OFFICE OF MINORITY AND WOMEN INCLUSION. 
(a) OFFICE OF MINORITY AND WOMEN INCLUSION.— 
(1) ESTABLISHMENT.— 
(A) IN GENERAL.—Except as provided in subparagraph 
(B), not later than 6 months after the date of enactment 
of this Act, each agency shall establish an Office of Minority 
and Women Inclusion that shall be responsible for all mat-
ters of the agency relating to diversity in management, 
employment, and business activities. 
(B) BUREAU.—The Bureau shall establish an Office 
of Minority and Women Inclusion not later than 6 months 
after the designated transfer date established under section 
1062. 
(2) TRANSFER OF RESPONSIBILITIES.—Each agency that, on 
the day before the date of enactment of this Act, assigned 
the responsibilities described in paragraph (1) (or comparable 
responsibilities) to another office of the agency shall ensure 
that such responsibilities are transferred to the Office. 
(3) DUTIES
WITH
RESPECT
TO
CIVIL
RIGHTS
LAWS.—The 
responsibilities described in paragraph (1) do not include 
enforcement of statutes, regulations, or executive orders per-
taining to civil rights, except each Director shall coordinate 
with the agency administrator, or the designee of the agency 
administrator, regarding the design and implementation of any 
remedies resulting from violations of such statutes, regulations, 
or executive orders. 
(b) DIRECTOR.— 
(1) IN
GENERAL.—The Director of each Office shall be 
appointed by, and shall report to, the agency administrator. 
The position of Director shall be a career reserved position 
in the Senior Executive Service, as that position is defined 
in section 3132 of title 5, United States Code, or an equivalent 
designation. 
(2) DUTIES.—Each Director shall develop standards for— 
(A) equal employment opportunity and the racial, 
ethnic, and gender diversity of the workforce and senior 
management of the agency; 
(B) increased participation of minority-owned and 
women-owned businesses in the programs and contracts 
of the agency, including standards for coordinating tech-
nical assistance to such businesses; and 
(C) assessing the diversity policies and practices of 
entities regulated by the agency. 
(3) OTHER DUTIES.—Each Director shall advise the agency 
administrator on the impact of the policies and regulations 
of the agency on minority-owned and women-owned businesses. 
Standards. 
Deadlines. 
12 USC 5452. 
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124 STAT. 1542 
PUBLIC LAW 111–203—JULY 21, 2010 
(4) RULE OF CONSTRUCTION.—Nothing in paragraph (2)(C) 
may be construed to mandate any requirement on or otherwise 
affect the lending policies and practices of any regulated entity, 
or to require any specific action based on the findings of the 
assessment. 
(c) INCLUSION IN ALL LEVELS OF BUSINESS ACTIVITIES.— 
(1) IN GENERAL.—The Director of each Office shall develop 
and implement standards and procedures to ensure, to the 
maximum extent possible, the fair inclusion and utilization 
of minorities, women, and minority-owned and women-owned 
businesses in all business and activities of the agency at all 
levels, including in procurement, insurance, and all types of 
contracts. 
(2) CONTRACTS.—The procedures established by each 
agency for review and evaluation of contract proposals and 
for hiring service providers shall include, to the extent con-
sistent with applicable law, a component that gives consider-
ation to the diversity of the applicant. Such procedure shall 
include a written statement, in a form and with such content 
as the Director shall prescribe, that a contractor shall ensure, 
to the maximum extent possible, the fair inclusion of women 
and minorities in the workforce of the contractor and, as 
applicable, subcontractors. 
(3) TERMINATION.— 
(A) DETERMINATION.—The standards and procedures 
developed and implemented under this subsection shall 
include a procedure for the Director to make a determina-
tion whether an agency contractor, and, as applicable, a 
subcontractor has failed to make a good faith effort to 
include minorities and women in their workforce. 
(B) EFFECT OF DETERMINATION.— 
(i) 
RECOMMENDATION
TO
AGENCY
ADMINIS-
TRATOR.—Upon a determination described in subpara-
graph (A), the Director shall make a recommendation 
to the agency administrator that the contract be termi-
nated. 
(ii) ACTION
BY
AGENCY
ADMINISTRATOR.—Upon 
receipt of a recommendation under clause (i), the 
agency administrator may— 
(I) terminate the contract; 
(II) make a referral to the Office of Federal 
Contract Compliance Programs of the Department 
of Labor; or 
(III) take other appropriate action. 
(d) APPLICABILITY.—This section shall apply to all contracts 
of an agency for services of any kind, including the services of 
financial institutions, investment banking firms, mortgage banking 
firms, asset management firms, brokers, dealers, financial services 
entities, underwriters, accountants, investment consultants, and 
providers of legal services. The contracts referred to in this sub-
section include all contracts for all business and activities of an 
agency, at all levels, including contracts for the issuance or guar-
antee of any debt, equity, or security, the sale of assets, the manage-
ment of the assets of the agency, the making of equity investments 
by the agency, and the implementation by the agency of programs 
to address economic recovery. 
Standards. 
Procedures. 
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124 STAT. 1543 
PUBLIC LAW 111–203—JULY 21, 2010 
(e) REPORTS.—Each Office shall submit to Congress an annual 
report regarding the actions taken by the agency and the Office 
pursuant to this section, which shall include— 
(1) a statement of the total amounts paid by the agency 
to contractors since the previous report; 
(2) the percentage of the amounts described in paragraph 
(1) that were paid to contractors described in subsection (c)(1); 
(3) the successes achieved and challenges faced by the 
agency in operating minority and women outreach programs; 
(4) the challenges the agency may face in hiring qualified 
minority and women employees and contracting with qualified 
minority-owned and women-owned businesses; and 
(5) any other information, findings, conclusions, and rec-
ommendations for legislative or agency action, as the Director 
determines appropriate. 
(f) DIVERSITY IN AGENCY WORKFORCE.—Each agency shall take 
affirmative steps to seek diversity in the workforce of the agency 
at all levels of the agency in a manner consistent with applicable 
law. Such steps shall include— 
(1) recruiting at historically black colleges and universities, 
Hispanic-serving institutions, women’s colleges, and colleges 
that typically serve majority minority populations; 
(2) sponsoring and recruiting at job fairs in urban commu-
nities; 
(3) placing employment advertisements in newspapers and 
magazines oriented toward minorities and women; 
(4) partnering with organizations that are focused on devel-
oping opportunities for minorities and women to place talented 
young minorities and women in industry internships, summer 
employment, and full-time positions; 
(5) where feasible, partnering with inner-city high schools, 
girls’ high schools, and high schools with majority minority 
populations to establish or enhance financial literacy programs 
and provide mentoring; and 
(6) any other mass media communications that the Office 
determines necessary. 
(g) DEFINITIONS.—For purposes of this section, the following 
definitions shall apply: 
(1) AGENCY.—The term ‘‘agency’’ means— 
(A) the Departmental Offices of the Department of 
the Treasury; 
(B) the Corporation; 
(C) the Federal Housing Finance Agency; 
(D) each of the Federal reserve banks; 
(E) the Board; 
(F) the National Credit Union Administration; 
(G) the Office of the Comptroller of the Currency; 
(H) the Commission; and 
(I) the Bureau. 
(2) AGENCY ADMINISTRATOR.—The term ‘‘agency adminis-
trator’’ means the head of an agency. 
(3) MINORITY.—The term ‘‘minority’’ has the same meaning 
as in section 1204(c) of the Financial Institutions Reform, 
Recovery, and Enforcement Act of 1989 (12 U.S.C. 1811 note). 
(4) MINORITY-OWNED BUSINESS.—The term ‘‘minority-owned 
business’’ has the same meaning as in section 21A(r)(4)(A) 
Applicability. 
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124 STAT. 1544 
PUBLIC LAW 111–203—JULY 21, 2010 
of the Federal Home Loan Bank Act (12 U.S.C. 1441a(r)(4)(A)), 
as in effect on the day before the transfer date. 
(5) OFFICE.—The term ‘‘Office’’ means the Office of Minority 
and Women Inclusion established by an agency under sub-
section (a). 
(6) WOMEN-OWNED
BUSINESS.—The term ‘‘women-owned 
business’’ has the meaning given the term ‘‘women’s business’’ 
in section 21A(r)(4)(B) of the Federal Home Loan Bank Act 
(12 U.S.C. 1441a(r)(4)(B)), as in effect on the day before the 
transfer date. 
SEC. 343. INSURANCE OF TRANSACTION ACCOUNTS. 
(a) BANKS AND SAVINGS ASSOCIATIONS.— 
(1) AMENDMENTS.—Section 11(a)(1) of the Federal Deposit 
Insurance Act (12 U.S.C. 1821(a)(1)) is amended— 
(A) in subparagraph (B)— 
(i) by striking ‘‘The net amount’’ and inserting 
the following: 
‘‘(i) IN GENERAL.—Subject to clause (ii), the net 
amount’’; and 
(ii) by adding at the end the following new clauses: 
‘‘(ii) INSURANCE FOR NONINTEREST-BEARING TRANS-
ACTION
ACCOUNTS.—Notwithstanding clause (i), the 
Corporation shall fully insure the net amount that 
any depositor at an insured depository institution 
maintains 
in 
a 
noninterest-bearing 
transaction 
account. Such amount shall not be taken into account 
when computing the net amount due to such depositor 
under clause (i). 
‘‘(iii) NONINTEREST-BEARING TRANSACTION ACCOUNT 
DEFINED.—For purposes of this subparagraph, the term 
‘noninterest-bearing transaction account’ means a 
deposit or account maintained at an insured depository 
institution— 
‘‘(I) with respect to which interest is neither 
accrued nor paid; 
‘‘(II) on which the depositor or account holder 
is permitted to make withdrawals by negotiable 
or transferable instrument, payment orders of 
withdrawal, telephone or other electronic media 
transfers, or other similar items for the purpose 
of making payments or transfers to third parties 
or others; and 
‘‘(III) on which the insured depository institu-
tion does not reserve the right to require advance 
notice of an intended withdrawal.’’; and 
(B) in subparagraph (C), by striking ‘‘subparagraph 
(B)’’ and inserting ‘‘subparagraph (B)(i)’’. 
(2) EFFECTIVE DATE.—The amendments made by paragraph 
(1) shall take effect on December 31, 2010. 
(3) PROSPECTIVE REPEAL.—Effective January 1, 2013, sec-
tion 11(a)(1) of the Federal Deposit Insurance Act (12 U.S.C. 
1821(a)(1)), as amended by paragraph (1), is amended— 
(A) in subparagraph (B)— 
(i) by striking ‘‘DEPOSIT.—’’ and all that follows 
through ‘‘clause (ii), the net amount’’ and insert 
‘‘DEPOSIT.—The net amount’’; and 
Effective date. 
12 USC 1821 
note. 
12 USC 1821 
note. 
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124 STAT. 1545 
PUBLIC LAW 111–203—JULY 21, 2010 
(ii) by striking clauses (ii) and (iii); and 
(B) in subparagraph (C), by striking ‘‘subparagraph 
(B)(i)’’ and inserting ‘‘subparagraph (B)’’. 
(b) CREDIT UNIONS.— 
(1) AMENDMENTS.—Section 207(k)(1) of the Federal Credit 
Union Act (12 U.S.C. 1787(k)(1)) is amended— 
(A) in subparagraph (A)— 
(i) by striking ‘‘Subject to the provisions of para-
graph (2), the net amount’’ and inserting the following: 
‘‘(i) NET AMOUNT OF INSURANCE PAYABLE.—Subject 
to clause (ii) and the provisions of paragraph (2), the 
net amount’’; and 
(ii) by adding at the end the following new clauses: 
‘‘(ii) INSURANCE FOR NONINTEREST-BEARING TRANS-
ACTION
ACCOUNTS.—Notwithstanding clause (i), the 
Board shall fully insure the net amount that any 
member or depositor at an insured credit union main-
tains in a noninterest-bearing transaction account. 
Such amount shall not be taken into account when 
computing the net amount due to such member or 
depositor under clause (i). 
‘‘(iii) NONINTEREST-BEARING TRANSACTION ACCOUNT 
DEFINED.—For purposes of this subparagraph, the term 
‘noninterest-bearing transaction account’ means an 
account or deposit maintained at an insured credit 
union— 
‘‘(I) with respect to which interest is neither 
accrued nor paid; 
‘‘(II) on which the account holder or depositor 
is permitted to make withdrawals by negotiable 
or transferable instrument, payment orders of 
withdrawal, telephone or other electronic media 
transfers, or other similar items for the purpose 
of making payments or transfers to third parties 
or others; and 
‘‘(III) on which the insured credit union does 
not reserve the right to require advance notice 
of an intended withdrawal.’’; and 
(B) in subparagraph (B), by striking ‘‘subparagraph 
(A)’’ and inserting ‘‘subparagraph (A)(i)’’. 
(2) EFFECTIVE DATE.—The amendments made by paragraph 
(1) shall take effect upon the date of the enactment of this 
Act 
(3) PROSPECTIVE REPEAL.—Effective January 1, 2013, sec-
tion 207(k)(1) of the Federal Credit Union Act (12 U.S.C. 
1787(k)(1)), as amended by paragraph (1), is amended— 
(A) in subparagraph (A)— 
(i) by striking ‘‘(i) NET AMOUNT OF INSURANCE PAY-
ABLE.—’’ and all that follows through ‘‘paragraph (2), 
the net amount’’ and inserting ‘‘Subject to the provi-
sions of paragraph (2), the net amount’’; and 
(ii) by striking clauses (ii) and (iii); and 
(B) in subparagraph (B), by striking ‘‘subparagraph 
(A)(i)’’ and inserting ‘‘subparagraph (A)’’. 
Effective date. 
12 USC 1787 
note. 
12 USC 1787 
note. 
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124 STAT. 1546 
PUBLIC LAW 111–203—JULY 21, 2010 
Subtitle E—Technical and Conforming 
Amendments 
SEC. 351. EFFECTIVE DATE. 
Except as provided in section 364(a), the amendments made 
by this subtitle shall take effect on the transfer date. 
SEC. 352. BALANCED BUDGET AND EMERGENCY DEFICIT CONTROL 
ACT OF 1985. 
Section 256(h) of the Balanced Budget and Emergency Deficit 
Control Act of 1985 (2 U.S.C. 906(h)) is amended— 
(1) in paragraph (4), by striking subparagraphs (C) and 
(G); and 
(2) by redesignating subparagraphs (D), (E), (F), and (H) 
as subparagraphs (C), (D), (E), and (F), respectively. 
SEC. 353. BANK ENTERPRISE ACT OF 1991. 
Section 232(a) of the Bank Enterprise Act of 1991 (12 U.S.C. 
1834(a)) is amended— 
(1) in the subsection heading, by striking ‘‘BY FEDERAL 
RESERVE BOARD’’; 
(2) in paragraph (1)— 
(A) by striking ‘‘The Board of Governors of the Federal 
Reserve System,’’ and inserting ‘‘The Comptroller of the 
Currency’’; and 
(B) by striking ‘‘section 7(b)(2)(H)’’ and inserting ‘‘sec-
tion 7(b)(2)(E)’’; 
(3) in paragraph (2)(A), by striking ‘‘Board’’ and inserting 
‘‘Comptroller’’; and 
(4) in paragraph (3)— 
(A) by redesignating subparagraphs (A) through (C) 
as subparagraphs (B) through (D), respectively; and 
(B) by inserting before subparagraph (B) the following: 
‘‘(A) COMPTROLLER.—The term ‘Comptroller’ means the 
Comptroller of the Currency.’’. 
SEC. 354. BANK HOLDING COMPANY ACT OF 1956. 
The Bank Holding Company Act of 1956 (12 U.S.C. 1841 et 
seq.) is amended— 
(1) in section 2(j)(3) (12 U.S.C. 1841(j)(3)), strike ‘‘Director 
of the Office of Thrift Supervision’’ and inserting ‘‘appropriate 
Federal banking agency’’; 
(2) in section 4 (12 U.S.C. 1843)— 
(A) in subsection (i)— 
(i) in paragraph (4)— 
(I) in subparagraph (A)— 
(aa) in the subparagraph heading, by 
striking ‘‘TO DIRECTOR’’; and 
(bb) by striking ‘‘Board’’ and all that fol-
lows through the end of the subparagraph and 
inserting ‘‘Board shall solicit comments and 
recommendations from— 
‘‘(i) the Comptroller of the Currency, with respect 
to the acquisition of a Federal savings association; 
and 
Definition. 
12 USC 906 note. 
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124 STAT. 1547 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(ii) the Federal Deposit Insurance Corporation, 
with respect to the acquisition of a State savings 
association.’’. 
(II) in subparagraph (B), by striking ‘‘Director’’ 
each place that term appears and inserting ‘‘Comp-
troller of the Currency or the Federal Deposit 
Insurance Corporation, as applicable,’’; 
(ii) in paragraph (5)— 
(I) in subparagraph (B), by striking ‘‘Director 
with’’ and inserting ‘‘Comptroller of the Currency 
or the Federal Deposit Insurance Corporation, as 
applicable, with’’; and 
(II) by striking ‘‘Director’’ each place that term 
appears and inserting ‘‘Comptroller of the Cur-
rency or the Federal Deposit Insurance Corpora-
tion’’; 
(iii) in paragraph (6), by striking ‘‘Director’’ and 
inserting ‘‘Comptroller of the Currency or the Federal 
Deposit Insurance Corporation, as applicable,’’; and 
(iv) by striking paragraph (7); and 
(3) in section 5(f) (12 U.S.C. 1844(f))— 
(A) by striking ‘‘subpena’’ each place that term appears 
and inserting ‘‘subpoena’’; 
(B) by striking ‘‘subpenas’’ each place that term 
appears and inserting ‘‘subpoenas’’; and 
(C) by striking ‘‘subpenaed’’ and inserting ‘‘subpoe-
naed’’. 
SEC. 355. BANK HOLDING COMPANY ACT AMENDMENTS OF 1970. 
Section 106(b)(1) of the Bank Holding Company Act Amend-
ments of 1970 (12 U.S.C. 1972(1)) is amended in the undesignated 
matter following subparagraph (E) by inserting ‘‘issue such regula-
tions as are necessary to carry out this section, and, in consultation 
with the Comptroller of the Currency and the Federal Deposit 
Insurance Company, may’’ after ‘‘The Board may’’. 
SEC. 356. BANK PROTECTION ACT OF 1968. 
The Bank Protection Act of 1968 (12 U.S.C. 1881 et seq.) 
is amended— 
(1) in section 2 (12 U.S.C. 1881), by striking ‘‘the term’’ 
and all that follows through the end of the section and inserting 
‘‘the term ‘Federal supervisory agency’ means the appropriate 
Federal banking agency, as defined in section 3(q) of the Federal 
Deposit Insurance Act (12 U.S.C. 1813(q)).’’; 
(2) in section 3 (12 U.S.C. 1882), by striking ‘‘and loan’’ 
each place that term appears; and 
(3) in section 5 (12 U.S.C. 1884), by striking ‘‘and loan’’. 
SEC. 357. BANK SERVICE COMPANY ACT. 
The Bank Service Company Act (12 U.S.C. 1861 et seq.) is 
amended— 
(1) in section 1(b)(4) (12 U.S.C. 1861(b)(4))— 
(A) by inserting after ‘‘an insured bank,’’ the following: 
‘‘a savings association,’’; 
(B) by striking ‘‘Director of the Office of Thrift Super-
vision’’ and inserting ‘‘appropriate Federal banking agency’’; 
and 
Definition. 
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124 STAT. 1548 
PUBLIC LAW 111–203—JULY 21, 2010 
(C) by striking ‘‘, the Federal Savings and Loan Insur-
ance Corporation,’’; 
(2) in section 1(b)(5), by striking ‘‘term ‘insured depository 
institution’ has the same meaning as in section 3(c)’’ and 
inserting ‘‘terms ‘depository institution’ and ‘savings association’ 
have the same meanings as in section 3’’; and 
(3) in section 7(c)(2) (12 U.S.C. 1867(c)(2)), by inserting 
‘‘each’’ after ‘‘notify’’. 
SEC. 358. COMMUNITY REINVESTMENT ACT OF 1977. 
The Community Reinvestment Act of 1977 (12 U.S.C. 2901 
et seq.) is amended— 
(1) in section 803 (12 U.S.C. 2902)— 
(A) in paragraph (1)— 
(i) in subparagraph (A), by inserting ‘‘and Federal 
savings associations (the deposits of which are insured 
by the Federal Deposit Insurance Corporation)’’ after 
‘‘banks’’; 
(ii) in subparagraph (B), by striking ‘‘and bank 
holding companies’’ and inserting ‘‘, bank holding 
companies, and savings and loan holding companies’’; 
and 
(iii) in subparagraph (C), by striking ‘‘; and’’ and 
inserting ‘‘, and State savings associations (the deposits 
of which are insured by the Federal Deposit Insurance 
Corporation).’’; and 
(B) by striking paragraph (2) (relating to the Office 
of Thrift Supervision), as added by section 744(q) of the 
Financial Institutions Reform, Recovery, and Enforcement 
Act of 1989 (Public Law 101–73; 103 Stat. 440); and 
(2) in section 806 (12 U.S.C. 2905), by inserting ‘‘, except 
that the Comptroller of the Currency shall prescribe regulations 
applicable to savings associations and the Board of Governors 
shall prescribe regulations applicable to insured State member 
banks, bank holding companies and savings and loan holding 
companies,’’ after ‘‘supervisory agency’’. 
SEC. 359. CRIME CONTROL ACT OF 1990. 
The Crime Control Act of 1990 is amended— 
(1) in section 2539(c)(2) (28 U.S.C. 509 note)— 
(A) by striking subparagraphs (C) and (D); and 
(B) by redesignating subparagraphs (E) through (H) 
as subparagraphs (C) through (G), respectively; and 
(2) in section 2554(b)(2) (Public Law 101–647; 104 Stat. 
4890)— 
(A) in subparagraph (A), by striking ‘‘, the Director 
of the Office of Thrift Supervision,’’ and inserting ‘‘the 
Comptroller of the Currency’’; and 
(B) in subparagraph (B), by striking ‘‘, the Director’’ 
and all that follows through ‘‘Trust Corporation’’ and 
inserting ‘‘or the Federal Deposit Insurance Corporation’’. 
SEC. 360. DEPOSITORY INSTITUTION MANAGEMENT INTERLOCKS ACT. 
The Depository Institution Management Interlocks Act (12 
U.S.C. 3201 et seq.) is amended— 
(1) in section 207 (12 U.S.C. 3206)— 
(A) in paragraph (1), by inserting before the comma 
at the end the following: ‘‘and Federal savings associations 
Regulations. 
Applicability. 
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124 STAT. 1549 
PUBLIC LAW 111–203—JULY 21, 2010 
(the deposits of which are insured by the Federal Deposit 
Insurance Corporation)’’; 
(B) in paragraph (2), by striking ‘‘, and bank holding 
companies’’ and inserting ‘‘, bank holding companies, and 
savings and loan holding companies’’; 
(C) in paragraph (3), by striking ‘‘Corporation,’’ and 
inserting ‘‘Corporation and State savings associations (the 
deposits of which are insured by the Federal Deposit Insur-
ance Corporation),’’; 
(D) by striking paragraph (4); 
(E) by redesignating paragraphs (5) and (6) as para-
graphs (4) and (5), respectively; and 
(F) in paragraph (5), as so redesignated, by striking 
‘‘through (5)’’ and inserting ‘‘through (4)’’; 
(2) in section 209 (12 U.S.C. 3207)— 
(A) in paragraph (1), by inserting before the comma 
at the end the following: ‘‘and Federal savings associations 
(the deposits of which are insured by the Federal Deposit 
Insurance Corporation)’’; 
(B) in paragraph (2), by striking ‘‘, and bank holding 
companies’’ and inserting ‘‘, bank holding companies, and 
savings and loan holding companies’’; 
(C) in paragraph (3), by striking ‘‘Corporation,’’ and 
inserting ‘‘Corporation and State savings associations (the 
deposits of which are insured by the Federal Deposit Insur-
ance Corporation),’’; 
(D) by striking paragraph (4); and 
(E) by redesignating paragraph (5) as paragraph (4); 
and 
(3) in section 210(a) (12 U.S.C. 3208(a))— 
(A) by striking ‘‘his’’ and inserting ‘‘the’’; and 
(B) by inserting ‘‘of the Attorney General’’ after 
‘‘enforcement functions’’. 
SEC. 361. EMERGENCY HOMEOWNERS’ RELIEF ACT. 
Section 110 of the Emergency Homeowners’ Relief Act (12 
U.S.C. 2709) is amended in the second sentence, by striking ‘‘Home 
Loan Bank Board, the Federal Savings and Loan Insurance Cor-
poration’’ and inserting ‘‘Housing Finance Agency’’. 
SEC. 362. FEDERAL CREDIT UNION ACT. 
The Federal Credit Union Act (12 U.S.C. 1751 et seq.) is 
amended— 
(1) in section 107(8) (12 U.S.C. 1757(8)), by striking ‘‘or 
the Federal Savings and Loan Insurance Corporation’’; 
(2) in section 205 (12 U.S.C. 1785)— 
(A) in subsection (b)(2)(G)(i), by striking ‘‘the Office 
of Thrift Supervision and’’; and 
(B) in subsection (i)(1), by striking ‘‘or the Federal 
Savings and Loan Insurance Corporation’’; and 
(3) in section 206(g)(7) (12 U.S.C. 1786(g)(7))— 
(A) in subparagraph (A)— 
(i) in clause (ii), by striking ‘‘(b)(8)’’ and inserting 
‘‘(b)(9)’’; 
(ii) in clause (v)— 
(I) by striking ‘‘depository’’ and inserting 
‘‘financial’’; and 
(II) by adding ‘‘and’’ at the end; 
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124 STAT. 1550 
PUBLIC LAW 111–203—JULY 21, 2010 
(iii) in clause (vi)— 
(I) by striking ‘‘Board’’ and inserting ‘‘Agency’’; 
and 
(II) by striking ‘‘; and’’ and inserting a period; 
and 
(iv) by striking clause (vii); and 
(B) in subparagraph (D)— 
(i) in clause (iii), by adding ‘‘and’’ at the end; 
(ii) in clause (iv)— 
(I) by striking ‘‘Board’’ and inserting ‘‘Agency’’; 
and 
(II) by striking ‘‘and’’ at the end; and 
(iii) by striking clause (v). 
SEC. 363. FEDERAL DEPOSIT INSURANCE ACT. 
The Federal Deposit Insurance Act (12 U.S.C. 1811 et seq.) 
is amended— 
(1) in section 3 (12 U.S.C. 1813)— 
(A) in subsection (b)(1)(C), by striking ‘‘Director of the 
Office of Thrift Supervision’’ and inserting ‘‘Comptroller 
of the Currency’’; 
(B) in subsection (l)(5), in the matter preceding 
subparagraph (A), by striking ‘‘Director of the Office of 
Thrift Supervision,’’; and 
(C) in subsection (z), by striking ‘‘the Director of the 
Office of Thrift Supervision,’’; 
(2) in section 7 (12 U.S.C. 1817)— 
(A) in subsection (a)— 
(i) in paragraph (2)— 
(I) in subparagraph (A)— 
(aa) in the first sentence, by striking ‘‘the 
Director of the Office of Thrift Supervision,’’; 
(bb) in the second sentence— 
(AA) by striking ‘‘the Director of the 
Office of Thrift Supervision,’’ and inserting 
‘‘to’’; and 
(BB) by inserting ‘‘to’’ before ‘‘any Fed-
eral home’’; and 
(cc) by striking ‘‘Finance Board’’ each place 
that term appears and inserting ‘‘Finance 
Agency’’; and 
(II) in subparagraph (B), by striking ‘‘the 
Comptroller of the Currency, the Board of Gov-
ernors of the Federal Reserve System, and the 
Director of the Office of Thrift Supervision,’’ and 
inserting ‘‘the Comptroller of the Currency and 
the Board of Governors of the Federal Reserve 
System,’’; 
(ii) in paragraph (3), in the first sentence, by 
striking ‘‘Comptroller of the Currency, the Chairman 
of the Board of Governors of the Federal Reserve 
System, and the Director of the Office of Thrift Super-
vision.’’ and inserting ‘‘Comptroller of the Currency, 
and the Chairman of the Board of Governors of the 
Federal Reserve System.’’; 
(iii) 
in 
paragraph 
(6), 
by 
striking 
‘‘section 
232(a)(3)(C)’’ and inserting ‘‘section 232(a)(3)(D)’’; and 
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124 STAT. 1551 
PUBLIC LAW 111–203—JULY 21, 2010 
(iv) in paragraph (7), by striking ‘‘, the Director 
of the Office of Thrift Supervision,’’; and 
(B) in subsection (n)— 
(i) in the heading, by striking ‘‘DIRECTOR OF THE 
OFFICE OF THRIFT SUPERVISION’’ and inserting ‘‘COMP-
TROLLER OF THE CURRENCY’’; 
(ii) in the first sentence— 
(I) by striking ‘‘the Director of the Office of 
Thrift Supervision’’ and inserting ‘‘the Comptroller 
of the Currency’’; and 
(II) by inserting ‘‘Federal’’ before ‘‘savings 
associations’’; 
(iii) in the third sentence, by striking ‘‘, the 
Financing Corporation, and the Resolution Funding 
Corporation’’; and 
(iv) by striking ‘‘the Director’’ each place that term 
appears and inserting ‘‘the Comptroller’’; 
(3) in section 8 (12 U.S.C. 1818)— 
(A) in subsection (a)(8)(B)(ii), in the last sentence, by 
striking ‘‘Director of the Office of Thrift Supervision’’ each 
place that term appears and inserting ‘‘Comptroller of the 
Currency’’; 
(B) in subsection (b)(3)— 
(i) by inserting ‘‘any savings and loan holding com-
pany and any subsidiary (other than a depository 
institution) of a savings and loan holding company 
(as such terms are defined in section 10 of Home 
Owners’ Loan Act)), any noninsured State member 
bank’’ after ‘‘Bank Holding Company Act of 1956,’’; 
and 
(ii) by inserting ‘‘or against a savings and loan 
holding company or any subsidiary thereof (other than 
a depository institution or a subsidiary of such deposi-
tory institution)’’ before the period at the end; 
(C) by striking paragraph (9) of subsection (b) and 
inserting the following new paragraph: 
‘‘(9) [Repealed]’’. 
(D) in subsection (e)(7)— 
(i) in subparagraph (A)— 
(I) in clause (v), by inserting ‘‘and’’ after the 
semicolon; 
(II) in clause (vi)— 
(aa) by striking ‘‘Board’’ and inserting 
‘‘Agency’’; and 
(bb) by striking ‘‘; and’’ and inserting a 
period; and 
(III) by striking clause (vii); and 
(ii) in subparagraph (D)— 
(I) in clause (iii), by inserting ‘‘and’’ after the 
semicolon; 
(II) in clause (iv)— 
(aa) by striking ‘‘Board’’ and inserting 
‘‘Agency’’; and 
(bb) by striking ‘‘; and’’ and inserting a 
period; and 
(III) by striking clause (v); 
(E) in subsection (j)— 
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124 STAT. 1552 
PUBLIC LAW 111–203—JULY 21, 2010 
(i) in paragraph (2), by striking ‘‘, or as a savings 
association under subsection (b)(9) of this section’’; 
(ii) in paragraph (3), by inserting ‘‘or’’ after the 
semicolon; 
(iii) in paragraph (4), by striking ‘‘; or’’ and 
inserting a comma; and 
(iv) by striking paragraph (5); 
(F) in subsection (o), by striking ‘‘Director of the Office 
of Thrift Supervision’’ and inserting ‘‘Comptroller of the 
Currency’’; and 
(G) in subsection (w)(3)(A), by striking ‘‘and the Office 
of Thrift Supervision’’; 
(4) in section 10 (12 U.S.C. 1820)— 
(A) in subsection (d)(5), by striking ‘‘or the Resolution 
Trust Corporation’’ each place that term appears; and 
(B) in subsection (k)(5)(B)— 
(i) in clause (ii), by inserting ‘‘and’’ after the semi-
colon; 
(ii) in clause (iii), by striking ‘‘; and’’ and inserting 
a period; and 
(iii) by striking clause (iv); 
(5) in section 11 (12 U.S.C. 1821)— 
(A) in subsection (c)— 
(i) in paragraph (2)(A)(ii), by striking ‘‘(other than 
section 21A of the Federal Home Loan Bank Act)’’; 
(ii) in paragraph (4), by striking ‘‘Except as other-
wise provided in section 21A of the Federal Home 
Loan Bank Act and notwithstanding’’ and inserting 
‘‘Notwithstanding’’; 
(iii) in paragraph (6)— 
(I) in the heading, by striking ‘‘DIRECTOR OF 
THE OFFICE OF THRIFT SUPERVISION’’ and inserting 
‘‘COMPTROLLER OF THE CURRENCY’’; 
(II) in subparagraph (A)— 
(aa) by striking ‘‘or the Resolution Trust 
Corporation’’; and 
(bb) by striking ‘‘Director of the Office of 
Thrift Supervision’’ and inserting ‘‘Comptroller 
of the Currency’’; and 
(III) by amending subparagraph (B) to read 
as follows: 
‘‘(B) RECEIVER.—The Corporation may, at the discre-
tion of the Comptroller of the Currency, be appointed 
receiver and the Corporation may accept any such appoint-
ment.’’; 
(iv) in paragraph (12)(A), by striking ‘‘or the Reso-
lution Trust Corporation’’; 
(B) in subsection (d)— 
(i) in paragraph (17)(A), by striking ‘‘or the 
Director of the Office of Thrift Supervision’’; and 
(ii) in paragraph (18)(B), by striking ‘‘or the 
Director of the Office of Thrift Supervision’’; 
(C) in subsection (m)— 
(i) in paragraph (9), by striking ‘‘or the Director 
of the Office of Thrift Supervision, as appropriate’’; 
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124 STAT. 1553 
PUBLIC LAW 111–203—JULY 21, 2010 
(ii) in paragraph (16), by striking ‘‘or the Director 
of the Office of Thrift Supervision, as appropriate’’ 
each place that term appears; and 
(iii) in paragraph (18), by striking ‘‘or the Director 
of the Office of Thrift Supervision, as appropriate’’ 
each place that term appears; 
(D) in subsection (n)— 
(i) in paragraph (1)(A)— 
(I) by striking ‘‘, or the Director of the Office 
of Thrift Supervision, with respect to’’ and 
inserting ‘‘or’’; and 
(II) by striking ‘‘applicable,,’’ and inserting 
‘‘applicable,’’; 
(ii) in paragraph (2)(A), by striking ‘‘or the Director 
of the Office of Thrift Supervision’’; 
(iii) in paragraph (4)(D), by striking ‘‘and the 
Director of the Office of Thrift Supervision, as appro-
priate,’’; 
(iv) in paragraph (4)(G), by striking ‘‘and the 
Director of the Office of Thrift Supervision, as appro-
priate,’’; and 
(v) in paragraph (12)(B)— 
(I) by inserting ‘‘as’’ after ‘‘shall appoint the 
Corporation’’; 
(II) by striking ‘‘or the Director of the Office 
of Thrift Supervision, as appropriate,’’ each place 
such term appears; 
(E) in subsection (p)— 
(i) in paragraph (2)(B), by striking ‘‘the Corpora-
tion, the FSLIC Resolution Fund, or the Resolution 
Trust Corporation,’’ and inserting ‘‘or the Corporation,’’; 
and 
(ii) in paragraph (3)(B), by striking ‘‘, the FSLIC 
Resolution Fund, the Resolution Trust Corporation,’’; 
and 
(F) in subsection (r), by striking ‘‘and the Resolution 
Trust Corporation’’; 
(6) in section 13(k)(1)(A)(iv) (12 U.S.C. 1823(k)(1)(A)(iv)), 
by striking ‘‘Director of the Office of Thrift Supervision’’ and 
inserting ‘‘Comptroller of the Currency’’; 
(7) in section 18 (12 U.S.C. 1828)— 
(A) in subsection (c)(2)— 
(i) in subparagraph (A), by inserting ‘‘or a Federal 
savings association’’ before the semicolon; 
(ii) in subparagraph (B), by adding ‘‘and’’ at the 
end; 
(iii) in subparagraph (C), by striking ‘‘(except’’ and 
all that follows through ‘‘; and’’ and inserting ‘‘or a 
State savings association.’’; and 
(iv) by striking subparagraph (D); 
(B) in subsection (g)(1), by striking ‘‘the Director of 
the Office of Thrift Supervision’’and inserting ‘‘the Comp-
troller of the Currency’’; 
(C) in subsection (i)(2)(C), by striking ‘‘Director of the 
Office of Thrift Supervision’’ and inserting ‘‘Corporation’’; 
and 
(D) in subsection (m)— 
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124 STAT. 1554 
PUBLIC LAW 111–203—JULY 21, 2010 
(i) in paragraph (1)— 
(I) in subparagraph (A), by striking ‘‘and the 
Director of the Office of Thrift Supervision’’ and 
inserting ‘‘or the Comptroller of the Currency, as 
appropriate,’’; and 
(II) in subparagraph (B), by striking ‘‘and 
orders of the Director of the Office of Thrift Super-
vision’’ and inserting ‘‘of the Comptroller of the 
Currency and orders of the Corporation and the 
Comptroller of the Currency’’; 
(ii) in paragraph (2)— 
(I) in subparagraph (A), by striking ‘‘Director 
of the Office of Thrift Supervision’’ and inserting 
‘‘Comptroller of the Currency, as appropriate,’’; and 
(II) in subparagraph (B)— 
(aa) in the matter before clause (i), by 
striking ‘‘Director of the Office of Thrift Super-
vision’’ and inserting ‘‘Corporation or the 
Comptroller of the Currency, as appropriate,’’; 
and 
(bb) in the matter following clause (ii)— 
(AA) in the first sentence, by striking 
‘‘Director of the Office of Thrift Super-
vision’’ and inserting ‘‘Office of the Comp-
troller of the Currency, as appropriate,’’; 
and 
(BB) by striking the second sentence 
and inserting the following: ‘‘The Corpora-
tion or the Comptroller of the Currency, 
as appropriate, may take any other correc-
tive measures with respect to the sub-
sidiary, including the authority to require 
the subsidiary to terminate the activities 
or operations posing such risks, as the 
Corporation or the Comptroller of the Cur-
rency, respectively, may deem appro-
priate.’’; and 
(iii) in paragraph (3)— 
(I) in subparagraph (A), in the second sen-
tence— 
(aa) by inserting ‘‘, in the case of a Federal 
savings association,’’ before ‘‘consult with’’; and 
(bb) by striking ‘‘Director of the Office of 
Thrift Supervision’’ and inserting ‘‘Comptroller 
of the Currency’’; and 
(II) in subparagraph (B)— 
(aa) in the subparagraph heading, by 
striking ‘‘DIRECTOR’’ and inserting ‘‘COMP-
TROLLER OF THE CURRENCY’’; 
(bb) by striking ‘‘Office of Thrift Super-
vision’’ and inserting ‘‘Comptroller of the Cur-
rency’’; 
(cc) by inserting a comma after ‘‘sound-
ness’’; and 
(dd) by inserting ‘‘as to Federal savings 
associations’’ after ‘‘compliance’’; 
(8) in section 19(e) (12 U.S.C. 1829(e))— 
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124 STAT. 1555 
PUBLIC LAW 111–203—JULY 21, 2010 
(A) in paragraph (1), by striking ‘‘Director of the Office 
of Thrift Supervision’’ and inserting ‘‘Board of Governors 
of the Federal Reserve System’’; and 
(B) in paragraph (2), by striking ‘‘Director of the Office 
of Thrift Supervision’’ and inserting ‘‘Board of Governors 
of the Federal Reserve System’’; 
(9) in section 28 (12 U.S.C. 1831e)— 
(A) in subsection (e)— 
(i) in paragraph (2)— 
(I) 
in 
subparagraph 
(A)(ii), 
by 
striking 
‘‘Director of the Office of Thrift Supervision’’ and 
inserting ‘‘Comptroller of the Currency or the Cor-
poration, as appropriate’’; 
(II) in subparagraph (C), by striking ‘‘Director 
of the Office of Thrift Supervision’’ and inserting 
‘‘Comptroller of the Currency or the Corporation, 
as appropriate,’’; and 
(III) in subparagraph (F), by striking ‘‘Director 
of the Office of Thrift Supervision’’ and inserting 
‘‘Comptroller of the Currency or the Corporation, 
as appropriate’’; and 
(ii) in paragraph (3)— 
(I) in subparagraph (A), by striking ‘‘Director 
of the Office of Thrift Supervision’’ and inserting 
‘‘Comptroller of the Currency or the Corporation, 
as appropriate’’; and 
(II) in subparagraph (B), by striking ‘‘Director 
of the Office of Thrift Supervision’’ and inserting 
‘‘Comptroller of the Currency or the Corporation, 
as appropriate,’’; and 
(B) in subsection (h)(2), by striking ‘‘Director of the 
Office of Thrift Supervision’’ and inserting ‘‘Comptroller 
of the Currency, of the Corporation,’’; and 
(10) in section 33(e) (12 U.S.C. 1831j(e)), by striking ‘‘Fed-
eral Housing Finance Board, the Comptroller of the Currency, 
and the Director of the Office of Thrift Supervision’’ and 
inserting ‘‘Federal Housing Finance Agency and the Comp-
troller of the Currency’’. 
SEC. 364. FEDERAL HOME LOAN BANK ACT. 
(a) REPEAL
OF SECTION 18(c).—Effective 90 days after the 
transfer date, section 18(c) of the Federal Home Loan Bank Act 
(12 U.S.C. 1438(c)) is repealed. 
(b) REPEAL OF SECTION 21A.—Section 21A of the Federal Home 
Loan Bank Act (12 U.S.C. 1441a) is repealed. 
SEC. 365. FEDERAL HOUSING ENTERPRISES FINANCIAL SAFETY AND 
SOUNDNESS ACT OF 1992. 
The Federal Housing Enterprises Financial Safety and Sound-
ness Act of 1992 (12 U.S.C. 4501 et seq.) is amended— 
(1) in section 1315(b) (12 U.S.C. 4515(b)), by striking ‘‘the 
Federal Deposit Insurance Corporation, and the Office of Thrift 
Supervision.’’ and inserting ‘‘and the Federal Deposit Insurance 
Corporation.’’; and 
(2) in section 1317(c) (12 U.S.C. 4517(c)), by striking ‘‘the 
Federal Deposit Insurance Corporation, or the Director of the 
Office of Thrift Supervision’’ and inserting ‘‘or the Federal 
Deposit Insurance Corporation’’. 
12 USC 1438 
note. 
Effective date. 
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124 STAT. 1556 
PUBLIC LAW 111–203—JULY 21, 2010 
SEC. 366. FEDERAL RESERVE ACT. 
The Federal Reserve Act (12 U.S.C. 221 et seq.) is amended— 
(1) in section 11(a)(2) (12 U.S.C. 248(a)(2))— 
(A) by inserting ‘‘State savings associations that are 
insured depository institutions (as defined in section 3 of 
the Federal Deposit Insurance Act),’’ after ‘‘case of insured’’; 
(B) by striking ‘‘Director of the Office of Thrift Super-
vision’’ and inserting ‘‘Comptroller of the Currency’’; 
(C) by inserting ‘‘Federal’’ before ‘‘savings association 
which’’; and 
(D) by striking ‘‘savings and loan association’’ and 
inserting ‘‘savings association’’; and 
(2) in section 19(b) (12 U.S.C. 461(b))— 
(A) in paragraph (1)(F), by striking ‘‘Director of the 
Office of Thrift Supervision’’ and inserting ‘‘Comptroller 
of the Currency’’; and 
(B) in paragraph (4)(B), by striking ‘‘Director of the 
Office of Thrift Supervision’’ and inserting ‘‘Comptroller 
of the Currency’’. 
SEC. 
367. 
FINANCIAL 
INSTITUTIONS 
REFORM, 
RECOVERY, 
AND 
ENFORCEMENT ACT OF 1989. 
The Financial Institutions Reform, Recovery, and Enforcement 
Act of 1989 is amended— 
(1) in section 203 (12 U.S.C. 1812 note), by striking sub-
section (b); 
(2) in section 302(1) (12 U.S.C. 1467a note), by striking 
‘‘Director of the Office of Thrift Supervision’’ and inserting 
‘‘Comptroller of the Currency’’; 
(3) in section 305(12 U.S.C. 1464 note), by striking sub-
section (b); 
(4) in section 308 (12 U.S.C. 1463 note)— 
(A) in subsection (a), by striking ‘‘Director of the Office 
of Thrift Supervision’’ and inserting ‘‘Chairman of the 
Board of Governors of the Federal Reserve System, the 
Comptroller of the Currency, the Chairman of the National 
Credit Union Administration,’’; and 
(B) by adding at the end the following new subsection: 
‘‘(c) REPORTS.—The Secretary of the Treasury, the Chairman 
of the Board of Governors of the Federal Reserve System, the 
Comptroller of the Currency, the Chairman of the National Credit 
Union Administration, and the Chairperson of Board of Directors 
of the Federal Deposit Insurance Corporation shall each submit 
an annual report to the Congress containing a description of actions 
taken to carry out this section.’’; 
(5) in section 402 (12 U.S.C. 1437 note)— 
(A) in subsection (a), by striking ‘‘Director of the Office 
of Thrift Supervision’’ and inserting ‘‘Comptroller of the 
Currency’’; 
(B) by striking subsection (b); 
(C) in subsection (e)— 
(i) in paragraph (1), by striking ‘‘Office of Thrift 
Supervision’’ and inserting ‘‘Comptroller of the Cur-
rency’’; and 
(ii) in each of paragraphs (2), (3), and (4), by 
striking ‘‘Director of the Office of Thrift Supervision’’ 
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124 STAT. 1557 
PUBLIC LAW 111–203—JULY 21, 2010 
each place that term appears and inserting ‘‘Comp-
troller of the Currency’’; and 
(D) by striking ‘‘Federal Housing Finance Board’’ each 
place that term appears and inserting ‘‘Federal Housing 
Finance Agency’’; 
(6) in section 1103(a) (12 U.S.C. 3332(a)), by striking ‘‘and 
the Resolution Trust Corporation’’; 
(7) in section 1205(b) (12 U.S.C. 1818 note)— 
(A) in paragraph (1)— 
(i) by striking subparagraph (B); and 
(ii) by redesignating subparagraphs (C) through 
(F) as subparagraphs (B) through (E), respectively; 
and 
(B) in paragraph (2), by striking ‘‘paragraph (1)(F)’’ 
and inserting ‘‘paragraph (1)(E)’’; 
(8) in section 1206 (12 U.S.C. 1833b)— 
(A) by striking ‘‘Board, the Oversight Board of the 
Resolution Trust Corporation’’ and inserting ‘‘Agency, and’’; 
and 
(B) by striking ‘‘, and the Office of Thrift Supervision’’; 
(9) in section 1216 (12 U.S.C. 1833e)— 
(A) in subsection (a)— 
(i) in paragraph (3), by adding ‘‘and’’ at the end; 
(ii) in paragraph (4), by striking the semicolon 
at the end and inserting a period; 
(iii) by striking paragraphs (2), (5), and (6); and 
(iv) by redesignating paragraphs (3) and (4), as 
paragraphs (2) and (3), respectively; 
(B) in subsection (c)— 
(i) by striking ‘‘the Director of the Office of Thrift 
Supervision,’’ and inserting ‘‘and’’; and 
(ii) by striking ‘‘the Thrift Depositor Protection 
Oversight Board of the Resolution Trust Corporation, 
and the Resolution Trust Corporation’’; and 
(C) in subsection (d)— 
(i) by striking paragraphs (3), (5), and (6); and 
(ii) by redesignating paragraphs (4), (7), and (8) 
as paragraphs (3), (4), and (5), respectively. 
SEC. 368. FLOOD DISASTER PROTECTION ACT OF 1973. 
Section 3(a)(5) of the Flood Disaster Protection Act of 1973 
(42 U.S.C. 4003(a)(5)) is amended by striking ‘‘, the Office of Thrift 
Supervision’’. 
SEC. 369. HOME OWNERS’ LOAN ACT. 
The Home Owners’ Loan Act (12 U.S.C. 1461 et seq.) is 
amended— 
(1) in section 1 (12 U.S.C. 1461), by striking the table 
of contents; 
(2) in section 2 (12 U.S.C. 1462), as amended by this 
Act— 
(A) by striking paragraphs (1) and (3); 
(B) by redesignating paragraph (2) as paragraph (1); 
(C) by redesignating paragraphs (4) through (9) as 
paragraphs (2) through (7), respectively; and 
(D) by adding at the end the following: 
Definitions. 
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124 STAT. 1558 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(8) BOARD.—The term ‘Board’, other than in the context 
of the Board of Directors of the Corporation, means the Board 
of Governors of the Federal Reserve System. 
‘‘(9) COMPTROLLER.—The term ‘Comptroller’ means the 
Comptroller of the Currency.’’; 
(3) in section 3 (12 U.S.C. 1462a)— 
(A) by striking the section heading and inserting the 
following: 
‘‘SEC. 3. ADMINISTRATIVE PROVISIONS.’’; 
(B) by striking subsections (a), (b), (c), (d), (g), (h), 
(i), and (j); 
(C) by redesignating subsections (e) and (f) as sub-
sections (a) and (b), respectively; 
(D) in subsection (a), as so redesignated— 
(i) in the heading by striking ‘‘OF THE DIRECTOR’’; 
and 
(ii) in the matter preceding paragraph (1), by 
striking ‘‘The Director’’ and inserting ‘‘In accordance 
with subtitle A of title III of the Dodd-Frank Wall 
Street Reform and Consumer Protection Act, the appro-
priate Federal banking agency’’; and 
(E) in subsection (b), as so redesignated, by striking 
‘‘Director’’ and inserting ‘‘appropriate Federal banking 
agency’’; 
(4) in section 4 (12 U.S.C. 1463)— 
(A) in subsection (a)— 
(i) in the subsection heading, by striking ‘‘FED-
ERAL’’; 
(ii) by striking paragraphs (1) and (2) and inserting 
the following: 
‘‘(1) EXAMINATION AND SAFE AND SOUND OPERATION.— 
‘‘(A) FEDERAL SAVINGS ASSOCIATIONS.—The Comptroller 
shall provide for the examination and safe and sound oper-
ation of Federal savings associations. 
‘‘(B) STATE SAVINGS ASSOCIATIONS.—The Corporation 
shall provide for the examination and safe and sound oper-
ation of State savings associations. 
‘‘(2) REGULATIONS FOR SAVINGS ASSOCIATIONS.—The Comp-
troller may prescribe regulations with respect to savings 
associations, as the Comptroller determines to be appropriate 
to carry out the purposes of this Act.’’; and 
(iii) in paragraph (3), by striking ‘‘Director’’ each 
place that term appears and inserting ‘‘Comptroller 
and the Corporation’’; 
(B) in subsection (b)— 
(i) in paragraph (2)— 
(I) in subparagraph (A), by adding ‘‘and’’ at 
the end; 
(II) in subparagraph (B), by striking ‘‘; and’’ 
and inserting a period; and 
(III) by striking subparagraph (C); and 
(ii) by striking ‘‘Director’’ each place that term 
appears and inserting ‘‘Comptroller’’; 
(C) in subsection (c)— 
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124 STAT. 1559 
PUBLIC LAW 111–203—JULY 21, 2010 
(i) by striking ‘‘All regulations and policies of the 
Director’’ and inserting ‘‘The regulations of the Comp-
troller and the policies of the Comptroller and the 
Corporation’’; and 
(ii) by striking ‘‘of the Currency’’; 
(D) in subsection (e)(5), by striking ‘‘Director’’ and 
inserting ‘‘Comptroller’’; 
(E) in subsection (f), by striking ‘‘Director’’ each place 
that term appears and inserting ‘‘appropriate Federal 
banking agency’’; and 
(F) in subsection (h), by striking ‘‘Director’’ each place 
that term appears and inserting ‘‘appropriate Federal 
banking agency’’; 
(5) in section 5 (12 U.S.C. 1464)— 
(A) in subsection (a), by striking ‘‘Director’’, each place 
such term appears and inserting ‘‘Comptroller of the Cur-
rency’’; 
(B) in subsection (b), by striking ‘‘Director’’, each place 
such term appears and inserting ‘‘Comptroller of the Cur-
rency’’; 
(C) in subsection (c)— 
(i) in paragraph (5)— 
(I) in subparagraph (A), by striking ‘‘Director’’ 
and 
inserting 
‘‘appropriate 
Federal 
banking 
agency’’; and 
(II) in subparagraph (B)— 
(aa) by striking ‘‘The Director’’ and 
inserting ‘‘The appropriate Federal banking 
agency’’; and 
(bb) 
by 
striking 
‘‘the 
Director’’ 
and 
inserting ‘‘the appropriate Federal banking 
agency’’; 
(D) in subsection (d)— 
(i) in paragraph (1)— 
(I) in subparagraph (A)— 
(aa) in the first sentence, by striking 
‘‘Director’’ and inserting ‘‘appropriate Federal 
banking agency’’; 
(bb) in the second sentence— 
(AA) by striking ‘‘Director’s own name 
and through the Director’s own attorneys’’ 
and inserting ‘‘name of the appropriate 
Federal banking agency and through the 
attorneys of the appropriate Federal 
banking agency’’; and 
(BB) by striking ‘‘Director’’ each place 
that term appears and inserting ‘‘appro-
priate Federal banking agency’’; and 
(cc) in the third sentence, by striking 
‘‘Director’’ each place that term appears and 
inserting ‘‘Comptroller’’; 
(II) in subparagraph (B)— 
(aa) in clauses (i) through (iv), by striking 
‘‘Director’’ each place that term appears and 
inserting 
‘‘appropriate 
Federal 
banking 
agency’’; 
(III) in clause (v)— 
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124 STAT. 1560 
PUBLIC LAW 111–203—JULY 21, 2010 
(aa) in the matter preceding subclause (I), 
by striking ‘‘Director’’ and inserting ‘‘appro-
priate Federal banking agency’’; 
(bb) in subclause (II), by striking ‘‘sub-
penas’’ and inserting ‘‘subpoenas’’; and 
(cc) in the matter following subclause (II), 
by striking ‘‘subpena’’ and inserting ‘‘sub-
poena’’; 
(IV) in clause (vi)— 
(aa) in the first sentence, by striking 
‘‘Director’’ and inserting ‘‘appropriate Federal 
banking agency’’; and 
(bb) in the second sentence, by striking 
‘‘Director’’ and inserting ‘‘Comptroller’’; 
(V) in clause (vii)— 
(aa) in the first sentence, by striking ‘‘sub-
pena’’ and inserting ‘‘subpoena’’; 
(bb) in the second sentence, by striking 
‘‘subpenaed’’ and inserting ‘‘subpoenaed’’; and 
(cc) in the third sentence, by striking 
‘‘Director’’ and inserting ‘‘appropriate Federal 
banking agency’’; 
(ii) in paragraph (2)— 
(I) in subparagraph (A)— 
(aa) by striking ‘‘Director of the Office of 
Thrift Supervision’’ and inserting ‘‘appropriate 
Federal banking agency’’; 
(bb) by striking ‘‘any insured savings 
association’’ and inserting ‘‘an insured savings 
association’’; and 
(cc) by striking ‘‘Director determines, in 
the Director’s discretion’’ and inserting ‘‘appro-
priate Federal banking agency determines, in 
the discretion of the appropriate Federal 
banking agency’’; 
(II) in subparagraph (B), by striking ‘‘Director’’ 
each place that term appears and inserting ‘‘appro-
priate Federal banking agency’’; 
(III) in subparagraphs (C) and (D), by striking 
‘‘Director’’ and inserting ‘‘appropriate Federal 
banking agency’’; 
(IV) in subparagraph (E)— 
(aa) in clause (ii)— 
(AA) in the clause heading, by 
striking ‘‘OR RTC’’; and 
(BB) by striking ‘‘or the Resolution 
Trust Corporation, as appropriate,’’ each 
place that term appears; and 
(bb) by striking ‘‘Director’’ each place that 
term appears and inserting ‘‘appropriate Fed-
eral banking agency’’; and 
(iii) in paragraph (3)— 
(I) in subparagraph (A), by striking ‘‘Director’’ 
each place that term appears and inserting ‘‘Comp-
troller’’; and 
(II) in subparagraph (B)— 
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124 STAT. 1561 
PUBLIC LAW 111–203—JULY 21, 2010 
(aa) in the subparagraph heading, by 
striking ‘‘OR RTC’’; 
(bb) by striking ‘‘Corporation or the Reso-
lution Trust’’; and 
(cc) by striking ‘‘Director’’ and inserting 
‘‘Comptroller’’; 
(iv) in paragraph (4), by striking ‘‘Director’’ and 
inserting ‘‘appropriate Federal banking agency’’; 
(v) in paragraph (6)— 
(I) in subparagraph (A), by striking ‘‘Director’’ 
and inserting ‘‘Comptroller’’; and 
(II) in subparagraphs (B) and (C), by striking 
‘‘Director’’ each place that term appears and 
inserting ‘‘appropriate Federal banking agency’’; 
(vi) in paragraph (7)— 
(I) in subparagraphs (A), (B), and (D), by 
striking ‘‘Director’’ each place that term appears 
and 
inserting 
‘‘appropriate 
Federal 
banking 
agency’’; 
(II) in subparagraph (C), by striking ‘‘Director’’ 
and inserting ‘‘Federal Deposit Insurance Corpora-
tion or the Comptroller, as appropriate,’’; and 
(III) 
by 
striking 
subparagraph 
(E) 
and 
inserting the following: 
‘‘(E) ADMINISTRATION BY THE COMPTROLLER AND THE 
CORPORATION.—The Comptroller may issue such regula-
tions, and the appropriate Federal banking agency may 
issue such orders, including those issued pursuant to sec-
tion 8 of the Federal Deposit Insurance Act, as may be 
necessary to administer and carry out this paragraph and 
to prevent evasion of this paragraph.’’; 
(E) in subsection (e)(2), strike ‘‘Director’’ and insert 
‘‘Comptroller’’; 
(F) in subsection (i)— 
(i) by striking ‘‘Director’’, each place such term 
appears, and inserting ‘‘Comptroller’’; 
(ii) in paragraph (2), in the heading, by striking 
‘‘DIRECTOR’’ and inserting ‘‘COMPTROLLER’’; 
(iii) in paragraph (5)(A), by striking ‘‘of the Cur-
rency’’; and 
(iv) except as provided in clauses (i) through (iii), 
by striking ‘‘Director’’ each place such term appears 
and inserting ‘‘Comptroller’’; 
(G) in subsection (o)— 
(i) in paragraph (1), by striking ‘‘Director’’ and 
inserting ‘‘Comptroller’’; and 
(ii) in paragraph (2)(B), by striking ‘‘Director’s 
determination’’ and inserting ‘‘determination of the 
Comptroller’’; 
(H) in subsections (m), (n), (o), and (p), by striking 
‘‘Director’’, each place such term appears, and inserting 
‘‘Comptroller’’; 
(I) in subsection (q)— 
(i) in paragraph (6), by striking ‘‘of Governors of 
the Federal Reserve System’’; 
(ii) by striking ‘‘Director’’ each place that term 
appears and inserting ‘‘Board’’; and 
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124 STAT. 1562 
PUBLIC LAW 111–203—JULY 21, 2010 
(iii) by inserting ‘‘in consultation with the Comp-
troller and the Corporation,’’ before ‘‘considers’’; 
(J) in subsection (r)(3), by striking ‘‘Director’’ and 
inserting ‘‘Comptroller of the Currency’’; 
(K) in subsection (s)— 
(i) in paragraph (1), strike ‘‘Director’’ and insert 
‘‘Comptroller of the Currency’’; 
(ii) in paragraph (2), strike ‘‘Director’’ and insert 
‘‘Comptroller of the Currency’’; 
(iii) in paragraph (3), by striking ‘‘Director’s discre-
tion, the Director’’ and inserting ‘‘discretion of the 
appropriate Federal banking agency, the appropriate 
Federal banking agency,’’; 
(iv) in paragraph (4), by striking ‘‘Director’’ each 
place that term appears and inserting ‘‘appropriate 
Federal banking agency’’; and 
(v) in paragraph (5)— 
(I) by striking ‘‘Director’’, each place such term 
appears, 
and 
inserting 
‘‘appropriate 
Federal 
banking agency’’; and 
(II) by striking ‘‘Director’s approval’’ and 
inserting ‘‘approval of the appropriate Federal 
banking agency’’; 
(L) in subsection (t)— 
(i) in paragraph (1), by striking subparagraph (D); 
(ii) by striking paragraph (3) and inserting the 
following: 
‘‘(3) [Repealed].’’; 
(iii) in paragraph (5)— 
(I) in subparagraph (B), by striking ‘‘Corpora-
tion, in its sole discretion’’ and inserting ‘‘appro-
priate Federal banking agency, in the sole discre-
tion of the appropriate Federal banking agency’’; 
and 
(II) by striking subparagraph (D); 
(iv) in paragraph (6)— 
(I) by striking subparagraph (A) and inserting 
the following: 
‘‘(A) [Reserved].’’; 
(II) in subparagraph (B), by striking ‘‘Director’’ 
each place that term appears and inserting ‘‘appro-
priate Federal banking agency’’; 
(III) in subparagraph (C)— 
(aa) in clause (i), by striking ‘‘Director’s 
prior approval’’ and inserting ‘‘prior approval 
of the appropriate Federal banking agency’’; 
(bb) in clause (ii), by striking ‘‘Director’s 
discretion’’ and inserting ‘‘discretion of the 
appropriate Federal banking agency’’; and 
(cc) by striking ‘‘Director’’ each place that 
term appears and inserting ‘‘appropriate Fed-
eral banking agency’’; 
(IV) in subparagraph (E), by striking ‘‘Director 
shall’’ and inserting ‘‘appropriate Federal banking 
agency may’’; and 
(V) in subparagraph (F), by striking ‘‘Director’’ 
and all that follows through the end of the 
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124 STAT. 1563 
PUBLIC LAW 111–203—JULY 21, 2010 
subparagraph and inserting ‘‘appropriate Federal 
banking agency under this Act or any other provi-
sion of law.’’; 
(v) in paragraph (7), by striking ‘‘Director’’ each 
place that term appears and inserting ‘‘appropriate 
Federal banking agency’’; 
(vi) by striking paragraph (8) and inserting the 
following: 
‘‘(8) [Repealed].’’; 
(vii) in paragraph (9)— 
(I) in subparagraph (A), by striking ‘‘Director’’ 
and inserting ‘‘Comptroller’’; 
(II) in subparagraph (C), by striking ‘‘of the 
Currency’’; and 
(III) by striking subparagraph (B) and redesig-
nating subparagraphs (C) and (D) as subpara-
graphs (B) and (C), respectively; and 
(viii) except as provided in clauses (i) through (vii), 
by striking ‘‘Director’’ each place that term appears 
and inserting ‘‘appropriate Federal banking agency’’; 
(M) in subsection (u), by striking ‘‘Director’’ each place 
that term appears and inserting ‘‘appropriate Federal 
banking agency’’; 
(N) in subsection (v)— 
(i) in paragraph (2), by striking ‘‘Director’s deter-
minations’’ and inserting ‘‘determinations of the appro-
priate Federal banking agency’’; and 
(ii) by striking ‘‘Director’’ each place that term 
appears and inserting ‘‘appropriate Federal banking 
agency’’; 
(O) in subsection (w)(1)— 
(i) in subparagraph (A)(II), by striking ‘‘Director’s 
intention’’ and inserting ‘‘intention of the Comptroller’’; 
and 
(ii) in subparagraph (B), by striking ‘‘Director’s 
intention’’ and inserting ‘‘intention of the Comptroller’’; 
and 
(P) except as provided in subparagraphs (A) through 
(J), by striking ‘‘Director’’ each place that term appears 
and inserting ‘‘Comptroller’’; 
(6) in section 8 (12 U.S.C. 1466a), by striking ‘‘Director’’ 
each place that term appears and inserting ‘‘Comptroller’’; 
(7) in section 9 (12 U.S.C. 1467)— 
(A) in subsection (a), by striking ‘‘assessed by the 
Director’’ and all that follows through the end of the sub-
section and inserting the following: ‘‘assessed by— 
‘‘(1) the Comptroller, against each such Federal savings 
association, as the Comptroller deems necessary or appropriate; 
and 
‘‘(2) the Corporation, against each such State savings 
association, as the Corporation deems necessary or appro-
priate.’’; 
(B) in subsection (b), by striking ‘‘Director’’, each place 
such term appears, and inserting ‘‘Comptroller or Corpora-
tion, as appropriate’’; 
(C) in subsection (e)— 
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124 STAT. 1564 
PUBLIC LAW 111–203—JULY 21, 2010 
(i) by striking ‘‘Only the Director’’ and inserting 
‘‘The Comptroller’’; and 
(ii) by striking ‘‘Director’s designee’’ and inserting 
‘‘designee of the Comptroller’’; 
(D) by striking subsection (f) and inserting the fol-
lowing: 
‘‘(f) [Reserved].’’; 
(E) in subsection (g)— 
(i) in paragraph (1), by striking ‘‘Director’’ and 
inserting ‘‘appropriate Federal banking agency’’; and 
(ii) in paragraph (2), by striking ‘‘Director, or the 
Corporation, as the case may be,’’ and inserting ‘‘appro-
priate Federal banking agency for the savings associa-
tion’’; 
(F) in subsection (i), by striking ‘‘Director’’ each place 
that term appears and inserting ‘‘appropriate Federal 
banking agency’’; 
(G) in subsection (j), by striking ‘‘Director’s sole discre-
tion’’ and inserting ‘‘sole discretion of the appropriate Fed-
eral banking agency’’; 
(H) in subsection (k), by striking ‘‘Director may assess 
against institutions for which the Director is the appro-
priate Federal banking agency, as defined in section 3 
of the Federal Deposit Insurance Act,’’ and inserting ‘‘appro-
priate Federal banking agency may assess against an 
institution’’; and 
(I) except as provided in subparagraphs (A) through 
(G), by striking ‘‘Director’’ each place that term appears 
and inserting ‘‘appropriate Federal banking agency’’; 
(8) in section 10 (12 U.S.C. 1467a)— 
(A) in subsection (a)(1), by striking ‘‘Director’’ each 
place that term appears and inserting ‘‘appropriate Federal 
banking agency’’; 
(B) in subsection (b)— 
(i) in paragraph (2), by striking ‘‘and the regional 
office of the Director of the district in which its prin-
cipal office is located,’’; and 
(ii) in paragraph (6), by striking ‘‘Director’s own 
motion or application’’ and inserting ‘‘motion or applica-
tion of the Board’’; 
(C) in subsection (c)— 
(i) in paragraph (2)(F), by striking ‘‘of Governors 
of the Federal Reserve System’’; 
(ii) in paragraph (4)(B), in the subparagraph 
heading, by striking ‘‘BY DIRECTOR’’; 
(iii) in paragraph (6)(D), in the subparagraph 
heading, by striking ‘‘BY DIRECTOR’’; and 
(iv) in paragraph (9)(E), by inserting ‘‘(in consulta-
tion with the appropriate Federal banking agency)’’ 
after ‘‘including a determination’’; 
(D) in subsection (g)(5)(B), by striking ‘‘the Director’s 
discretion’’ and inserting ‘‘the discretion of the Board’’; 
(E) in subsection (l), by striking ‘‘Director’’ each place 
that term appears and inserting ‘‘appropriate Federal 
banking agency’’; 
(F) in subsection (m), by striking ‘‘Director’’ and 
inserting ‘‘appropriate Federal banking agency’’; 
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124 STAT. 1565 
PUBLIC LAW 111–203—JULY 21, 2010 
(G) in subsection (p)— 
(i) in paragraph (1)— 
(I) by striking ‘‘Director determines’’ the 1st 
place such term appears and inserting ‘‘Board or 
the appropriate Federal banking agency for the 
savings association determines’’; 
(II) by striking ‘‘Director may’’ and inserting 
‘‘Board may’’; and 
(III) by striking ‘‘Director determines’’ the 2nd 
place such term appears and inserting ‘‘Board, in 
consultation with the appropriate Federal banking 
agency for the savings association determines’’; 
and 
(ii) in paragraph (2), by striking ‘‘Director’’, each 
place such term appears, and inserting ‘‘Board’’; 
(H) in subsection (q), by striking ‘‘Director’’, each place 
such term appears, and inserting ‘‘Board’’; 
(I) in subsection (r), by striking ‘‘Director’’, each place 
such term appears, and inserting ‘‘Board or appropriate 
Federal banking agency’’; 
(J) in subsection (s)— 
(i) in paragraph (2)— 
(I) in subparagraph (B)(ii), by striking ‘‘Direc-
tor’s judgment’’ and inserting ‘‘judgment of the 
appropriate Federal banking agency for the 
savings association’’; and 
(II) by striking ‘‘Director’’ each place that term 
appears 
and 
inserting 
‘‘appropriate 
Federal 
banking agency for the savings association’’; and 
(ii) in paragraph (4), by striking ‘‘Director’’ and 
inserting ‘‘Comptroller’’; and 
(K) except as provided in subparagraphs (A) through 
(J), by striking ‘‘Director’’ each place that term appears 
and inserting ‘‘Board’’; 
(9) in section 11 (12 U.S.C. 1468), by striking ‘‘Director’’ 
each place that term appears and inserting ‘‘appropriate Fed-
eral banking agency’’; 
(10) in section 12 (12 U.S.C. 1468a), by striking ‘‘the 
Director’’ and inserting ‘‘a Federal banking agency’’; and 
(11) in section 13 (12 U.S.C. 1468a) is amended by striking 
‘‘Director’’ and inserting ‘‘a Federal banking agency’’. 
SEC. 370. HOUSING ACT OF 1948. 
Section 502(c) of the Housing Act of 1948 (12 U.S.C. 1701c(c)) 
is amended— 
(1) in the matter preceding paragraph (1), by striking ‘‘and 
the Director of the Office of Thrift Supervision’’ and inserting 
‘‘, the Comptroller of the Currency, and the Federal Deposit 
Insurance Corporation’’; and 
(2) in paragraph (3), by striking ‘‘Board’’ and inserting 
‘‘Agency’’. 
SEC. 371. HOUSING AND COMMUNITY DEVELOPMENT ACT OF 1992. 
Section 543 of the Housing and Community Development Act 
of 1992 (Public Law 102–550; 106 Stat. 3798) is amended— 
(1) in subsection (c)(1)— 
(A) by striking subparagraphs (D) through (F); and 
12 USC 1707 
note. 
12 USC 1468b. 
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124 STAT. 1566 
PUBLIC LAW 111–203—JULY 21, 2010 
(B) by redesignating subparagraphs (G) and (H) as 
subparagraphs (D) and (E), respectively; and 
(2) in subsection (f)— 
(A) in paragraph (2), by striking ‘‘the Office of Thrift 
Supervision,’’ each place that term appears; and 
(B) in paragraph (3)— 
(i) in the matter preceding subparagraph (A), by 
striking ‘‘the Office of Thrift Supervision,’’; and 
(ii) in subparagraph (D), by striking ‘‘Office of 
Thrift Supervision,’’. 
SEC. 372. HOUSING AND URBAN-RURAL RECOVERY ACT OF 1983. 
Section 469 of the Housing and Urban-Rural Recovery Act 
of 1983 (12 U.S.C. 1701p–1) is amended in the first sentence, 
by striking ‘‘Federal Home Loan Bank Board’’ and inserting ‘‘Fed-
eral Housing Finance Agency’’. 
SEC. 373. NATIONAL HOUSING ACT. 
Section 202(f) of the National Housing Act (12 U.S.C. 1708(f)) 
is amended— 
(1) by striking paragraph (5) and inserting the following: 
‘‘(5) if the mortgagee is a national bank, a subsidiary or 
affiliate of such bank, a Federal savings association or a sub-
sidiary or affiliate of a savings association, the Comptroller 
of the Currency;’’; 
(2) in paragraph (6), by adding ‘‘and’’ at the end; 
(3) in paragraph (7)— 
(A) by inserting ‘‘or State savings association’’ after 
‘‘State bank’’; and 
(B) by striking ‘‘; and’’ and inserting a period; and 
(4) by striking paragraph (8). 
SEC. 374. NEIGHBORHOOD REINVESTMENT CORPORATION ACT. 
Section 606(c)(3) of the Neighborhood Reinvestment Corpora-
tion Act (42 U.S.C. 8105(c)(3)) is amended by striking ‘‘Federal 
Home Loan Bank Board’’ and inserting ‘‘Federal Housing Finance 
Agency’’. 
SEC. 375. PUBLIC LAW 93–100. 
Section 5(d) of Public Law 93–100 (12 U.S.C. 1470(a)) is 
amended— 
(1) in paragraph (1), by striking ‘‘Federal Savings and 
Loan Insurance Corporation with respect to insured institu-
tions, the Board of Governors of the Federal Reserve System 
with respect to State member insured banks, and the Federal 
Deposit Insurance Corporation with respect to State non-
member insured banks’’ and inserting ‘‘appropriate Federal 
banking agency, with respect to the institutions subject to 
the jurisdiction of each such agency,’’; and 
(2) in paragraph (2), by striking ‘‘supervisory’’ and inserting 
‘‘banking’’. 
SEC. 376. SECURITIES EXCHANGE ACT OF 1934. 
The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) 
is amended— 
(1) in section 3(a)(34) (15 U.S.C. 78c(a)(34))— 
(A) in subparagraph (A)— 
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124 STAT. 1567 
PUBLIC LAW 111–203—JULY 21, 2010 
(i) in clause (i), by striking ‘‘or a subsidiary or 
a department or division of any such bank’’ and 
inserting ‘‘a subsidiary or a department or division 
of any such bank, a Federal savings association (as 
defined in section 3(b)(2) of the Federal Deposit Insur-
ance Act (12 U.S.C. 1813(b)(2))), the deposits of which 
are insured by the Federal Deposit Insurance Corpora-
tion, or a subsidiary or department or division of any 
such Federal savings association’’; 
(ii) in clause (ii), by striking ‘‘or a subsidiary or 
a department or division of such subsidiary’’ and 
inserting ‘‘a subsidiary or a department or division 
of such subsidiary, or a savings and loan holding com-
pany’’; 
(iii) in clause (iii), by striking ‘‘or a subsidiary 
or department or division thereof;’’ and inserting ‘‘a 
subsidiary or department or division of any such bank, 
a State savings association (as defined in section 3(b)(3) 
of the Federal Deposit Insurance Act (12 U.S.C. 
1813(b)(3))), the deposits of which are insured by the 
Federal Deposit Insurance Corporation, or a subsidiary 
or a department or division of any such State savings 
association; and’’; 
(iv) by striking clause (iv); and 
(v) by redesignating clause (v) as clause (iv); 
(B) in subparagraph (B)— 
(i) in clause (i), by striking ‘‘or a subsidiary of 
any such bank’’ and inserting ‘‘a subsidiary of any 
such bank, a Federal savings association (as defined 
in section 3(b)(2) of the Federal Deposit Insurance 
Act (12 U.S.C. 1813(b)(2))), the deposits of which are 
insured by the Federal Deposit Insurance Corporation, 
or a subsidiary of any such Federal savings associa-
tion’’; 
(ii) in clause (ii), by striking ‘‘or a subsidiary of 
a bank holding company which is a bank other than 
a bank specified in clause (i), (iii), or (iv) of this 
subparagraph’’ and inserting ‘‘a subsidiary of a bank 
holding company that is a bank other than a bank 
specified in clause (i) or (iii) of this subparagraph, 
or a savings and loan holding company’’; 
(iii) in clause (iii), by striking ‘‘or a subsidiary 
thereof;’’ and inserting ‘‘a subsidiary of any such bank, 
a State savings association (as defined in section 3(b)(3) 
of the Federal Deposit Insurance Act (12 U.S.C. 
1813(b)(3))), the deposits of which are insured by the 
Federal Deposit Insurance Corporation, or a subsidiary 
of any such State savings association; and’’; 
(iv) by striking clause (iv); and 
(v) by redesignating clause (v) as clause (iv); 
(C) in subparagraph (C)— 
(i) in clause (i), by striking ‘‘bank’’ and inserting 
‘‘bank or a Federal savings association (as defined in 
section 3(b)(2) of the Federal Deposit Insurance Act 
(12 U.S.C. 1813(b)(2))), the deposits of which are 
insured by the Federal Deposit Insurance Corporation’’; 
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124 STAT. 1568 
PUBLIC LAW 111–203—JULY 21, 2010 
(ii) in clause (ii), by striking ‘‘or a subsidiary of 
a bank holding company which is a bank other than 
a bank specified in clause (i), (iii), or (iv) of this 
subparagraph’’ and inserting ‘‘a subsidiary of a bank 
holding company that is a bank other than a bank 
specified in clause (i) or (iii) of this subparagraph, 
or a savings and loan holding company’’; 
(iii) in clause (iii), by striking ‘‘System)’’ and 
inserting, ‘‘System) or a State savings association (as 
defined in section 3(b)(3) of the Federal Deposit Insur-
ance Act (12 U.S.C. 1813(b)(3))), the deposits of which 
are insured by the Federal Deposit Insurance Corpora-
tion; and’’; 
(iv) by striking clause (iv); and 
(v) by redesignating clause (v) as clause (iv); 
(D) in subparagraph (D)— 
(i) in clause (i), by inserting after ‘‘bank’’ the fol-
lowing: ‘‘or a Federal savings association (as defined 
in section 3(b)(2) of the Federal Deposit Insurance 
Act (12 U.S.C. 1813(b)(2))), the deposits of which are 
insured by the Federal Deposit Insurance Corporation’’; 
(ii) in clause (ii), by adding ‘‘and’’ at the end; 
(iii) by striking clause (iii); 
(iv) by redesignating clause (iv) as clause (iii); and 
(v) in clause (iii), as so redesignated, by inserting 
after ‘‘bank’’ the following: ‘‘or a State savings associa-
tion (as defined in section 3(b)(3) of the Federal Deposit 
Insurance Act (12 U.S.C. 1813(b)(3))), the deposits of 
which are insured by the Federal Deposit Insurance 
Corporation’’; 
(E) in subparagraph (F)— 
(i) in clause (i), by inserting after ‘‘bank’’ the fol-
lowing: ‘‘or a Federal savings association (as defined 
in section 3(b)(2) of the Federal Deposit Insurance 
Act (12 U.S.C. 1813(b)(2))), the deposits of which are 
insured by the Federal Deposit Insurance Corporation’’; 
(ii) by striking clause (ii); 
(iii) by redesignating clauses (iii), (iv), and (v) as 
clauses (ii), (iii), and (iv), respectively; and 
(iv) in clause (iii), as so redesignated, by inserting 
before the semicolon the following: ‘‘or a State savings 
association (as defined in section 3(b)(3) of the Federal 
Deposit Insurance Act (12 U.S.C. 1813(b)(3))), the 
deposits of which are insured by the Federal Deposit 
Insurance Corporation’’; 
(F) in subparagraph (G)— 
(i) in clause (i), by inserting after ‘‘national bank’’ 
the following: ‘‘, a Federal savings association (as 
defined in section 3(b)(2) of the Federal Deposit Insur-
ance Act), the deposits of which are insured by the 
Federal Deposit Insurance Corporation,’’; 
(ii) in clause (iii)— 
(I) by inserting after ‘‘bank)’’ the following: 
‘‘, a State savings association (as defined in section 
3(b)(3) of the Federal Deposit Insurance Act), the 
deposits of which are insured by the Federal 
Deposit Insurance Corporation,’’; and 
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124 STAT. 1569 
PUBLIC LAW 111–203—JULY 21, 2010 
(II) by adding ‘‘and’’ at the end; 
(iii) by striking clause (iv); and 
(iv) by redesignating clause (v) as clause (iv); and 
(G) in the undesignated matter following subparagraph 
(H), by striking ‘‘, and the term ‘District of Columbia 
savings and loan association’ means any association subject 
to examination and supervision by the Office of Thrift 
Supervision under section 8 of the Home Owners’ Loan 
Act of 1933’’; 
(2) in section 12(i) (15 U.S.C. 78l(i))— 
(A) in paragraph (1), by inserting after ‘‘national 
banks’’ the following: ‘‘and Federal savings associations, 
the accounts of which are insured by the Federal Deposit 
Insurance Corporation’’; 
(B) by striking ‘‘(3)’’ and all that follows through ‘‘vested 
in the Office of Thrift Supervision’’ and inserting ‘‘and 
(3) with respect to all other insured banks and State 
savings associations, the accounts of which are insured 
by the Federal Deposit Insurance Corporation, are vested 
in the Federal Deposit Insurance Corporation’’; and 
(C) in the second sentence, by striking ‘‘the Federal 
Deposit Insurance Corporation, and the Office of Thrift 
Supervision’’ and inserting ‘‘and the Federal Deposit Insur-
ance Corporation’’; 
(3) in section 15C(g)(1) (15 U.S.C. 78o–5(g)(1)), by striking 
‘‘the Director of the Office of Thrift Supervision, the Federal 
Savings and Loan Insurance Corporation,’’; and 
(4) in section 23(b)(1) (15 U.S.C. 78w(b)(1)), by striking 
‘‘, other than the Office of Thrift Supervision,’’. 
SEC. 377. TITLE 18, UNITED STATES CODE. 
Title 18, United States Code, is amended— 
(1) in section 212(c)(2)— 
(A) by striking subparagraph (C); and 
(B) by redesignating subparagraphs (D) through (H) 
as subparagraphs (C) through (G), respectively; 
(2) in section 657, by striking ‘‘Office of Thrift Supervision, 
the Resolution Trust Corporation,’’; 
(3) in section 981(a)(1)(D)— 
(A) by striking ‘‘Resolution Trust Corporation,’’; and 
(B) by striking ‘‘or the Office of Thrift Supervision’’; 
(4) in section 982(a)(3)— 
(A) by striking ‘‘Resolution Trust Corporation,’’; and 
(B) by striking ‘‘or the Office of Thrift Supervision’’; 
(5) in section 1006— 
(A) by striking ‘‘Office of Thrift Supervision,’’; and 
(B) by striking ‘‘the Resolution Trust Corporation,’’; 
(6) in section 1014— 
(A) by striking ‘‘the Office of Thrift Supervision’’; and 
(B) by striking ‘‘the Resolution Trust Corporation,’’; 
and 
(7) in section 1032(1)— 
(A) by striking ‘‘the Resolution Trust Corporation,’’; 
and 
(B) by striking ‘‘or the Director of the Office of Thrift 
Supervision’’. 
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124 STAT. 1570 
PUBLIC LAW 111–203—JULY 21, 2010 
SEC. 378. TITLE 31, UNITED STATES CODE. 
Title 31, United States Code, is amended— 
(1) in section 321— 
(A) in subsection (c)— 
(i) in paragraph (1), by adding ‘‘and’’ at the end; 
(ii) in paragraph (2), by striking ‘‘; and’’ and 
inserting a period; and 
(iii) by striking paragraph (3); and 
(B) by striking subsection (e); and 
(2) in section 714(a), by striking ‘‘the Office of the Comp-
troller of the Currency, and the Office of Thrift Supervision.’’ 
and inserting ‘‘and the Office of the Comptroller of the Cur-
rency.’’. 
TITLE IV—REGULATION OF ADVISERS 
TO HEDGE FUNDS AND OTHERS 
SEC. 401. SHORT TITLE. 
This title may be cited as the ‘‘Private Fund Investment 
Advisers Registration Act of 2010’’. 
SEC. 402. DEFINITIONS. 
(a) INVESTMENT ADVISERS ACT OF 1940 DEFINITIONS.—Section 
202(a) of the Investment Advisers Act of 1940 (15 U.S.C. 80b– 
2(a)) is amended by adding at the end the following: 
‘‘(29) The term ‘private fund’ means an issuer that would 
be an investment company, as defined in section 3 of the 
Investment Company Act of 1940 (15 U.S.C. 80a–3), but for 
section 3(c)(1) or 3(c)(7) of that Act. 
‘‘(30) The term ‘foreign private adviser’ means any invest-
ment adviser who— 
‘‘(A) has no place of business in the United States; 
‘‘(B) has, in total, fewer than 15 clients and investors 
in the United States in private funds advised by the invest-
ment adviser; 
‘‘(C) has aggregate assets under management attrib-
utable to clients in the United States and investors in 
the United States in private funds advised by the invest-
ment adviser of less than $25,000,000, or such higher 
amount as the Commission may, by rule, deem appropriate 
in accordance with the purposes of this title; and 
‘‘(D) neither— 
‘‘(i) holds itself out generally to the public in the 
United States as an investment adviser; nor 
‘‘(ii) acts as— 
‘‘(I) an investment adviser to any investment 
company registered under the Investment Com-
pany Act of 1940; or 
‘‘(II) a company that has elected to be a busi-
ness development company pursuant to section 54 
of the Investment Company Act of 1940 (15 U.S.C. 
80a–53), and has not withdrawn its election.’’. 
(b) OTHER DEFINITIONS.—As used in this title, the terms 
‘‘investment adviser’’ and ‘‘private fund’’ have the same meanings 
as in section 202 of the Investment Advisers Act of 1940, as 
amended by this title. 
15 USC 80b–2 
note. 
15 USC 80b–20 
note. 
Private Fund 
Investment 
Advisers 
Registration Act 
of 2010. 
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124 STAT. 1571 
PUBLIC LAW 111–203—JULY 21, 2010 
SEC. 403. ELIMINATION OF PRIVATE ADVISER EXEMPTION; LIMITED 
EXEMPTION FOR FOREIGN PRIVATE ADVISERS; LIMITED 
INTRASTATE EXEMPTION. 
Section 203(b) of the Investment Advisers Act of 1940 (15 
U.S.C. 80b–3(b)) is amended— 
(1) in paragraph (1), by inserting ‘‘, other than an invest-
ment adviser who acts as an investment adviser to any private 
fund,’’ before ‘‘all of whose’’; 
(2) by striking paragraph (3) and inserting the following: 
‘‘(3) any investment adviser that is a foreign private 
adviser;’’; and 
(3) in paragraph (5), by striking ‘‘or’’ at the end; 
(4) in paragraph (6)— 
(A) by striking ‘‘any investment adviser’’ and inserting 
‘‘(A) any investment adviser’’; 
(B) by redesignating subparagraphs (A) and (B) as 
clauses (i) and (ii), respectively; and 
(C) in clause (ii) (as so redesignated), by striking the 
period at the end and inserting ‘‘; or’’; and 
(D) by adding at the end the following: 
‘‘(B) any investment adviser that is registered with the Com-
modity Futures Trading Commission as a commodity trading 
advisor and advises a private fund, provided that, if after the 
date of enactment of the Private Fund Investment Advisers Reg-
istration Act of 2010, the business of the advisor should become 
predominately the provision of securities-related advice, then such 
adviser shall register with the Commission.’’. 
(5) by adding at the end the following: 
‘‘(7) any investment adviser, other than any entity that 
has elected to be regulated or is regulated as a business develop-
ment company pursuant to section 54 of the Investment Com-
pany Act of 1940 (15 U.S.C. 80a–54), who solely advises— 
‘‘(A) small business investment companies that are 
licensees under the Small Business Investment Act of 1958; 
‘‘(B) entities that have received from the Small Busi-
ness Administration notice to proceed to qualify for a 
license as a small business investment company under 
the Small Business Investment Act of 1958, which notice 
or license has not been revoked; or 
‘‘(C) applicants that are affiliated with 1 or more 
licensed small business investment companies described 
in subparagraph (A) and that have applied for another 
license under the Small Business Investment Act of 1958, 
which application remains pending.’’. 
SEC. 404. COLLECTION OF SYSTEMIC RISK DATA; REPORTS; EXAMINA-
TIONS; DISCLOSURES. 
Section 204 of the Investment Advisers Act of 1940 (15 U.S.C. 
80b–4) is amended— 
(1) by redesignating subsections (b) and (c) as subsections 
(c) and (d), respectively; and 
(2) by inserting after subsection (a) the following: 
‘‘(b) RECORDS AND REPORTS OF PRIVATE FUNDS.— 
‘‘(1) IN GENERAL.—The Commission may require any invest-
ment adviser registered under this title— 
‘‘(A) to maintain such records of, and file with the 
Commission such reports regarding, private funds advised 
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124 STAT. 1572 
PUBLIC LAW 111–203—JULY 21, 2010 
by the investment adviser, as necessary and appropriate 
in the public interest and for the protection of investors, 
or for the assessment of systemic risk by the Financial 
Stability Oversight Council (in this subsection referred to 
as the ‘Council’); and 
‘‘(B) to provide or make available to the Council those 
reports or records or the information contained therein. 
‘‘(2) TREATMENT OF RECORDS.—The records and reports of 
any private fund to which an investment adviser registered 
under this title provides investment advice shall be deemed 
to be the records and reports of the investment adviser. 
‘‘(3) REQUIRED
INFORMATION.—The records and reports 
required to be maintained by an investment adviser and subject 
to inspection by the Commission under this subsection shall 
include, for each private fund advised by the investment 
adviser, a description of— 
‘‘(A) the amount of assets under management and use 
of leverage, including off-balance-sheet leverage; 
‘‘(B) counterparty credit risk exposure; 
‘‘(C) trading and investment positions; 
‘‘(D) valuation policies and practices of the fund; 
‘‘(E) types of assets held; 
‘‘(F) side arrangements or side letters, whereby certain 
investors in a fund obtain more favorable rights or entitle-
ments than other investors; 
‘‘(G) trading practices; and 
‘‘(H) such other information as the Commission, in 
consultation with the Council, determines is necessary and 
appropriate in the public interest and for the protection 
of investors or for the assessment of systemic risk, which 
may include the establishment of different reporting 
requirements for different classes of fund advisers, based 
on the type or size of private fund being advised. 
‘‘(4) MAINTENANCE OF RECORDS.—An investment adviser 
registered under this title shall maintain such records of private 
funds advised by the investment adviser for such period or 
periods as the Commission, by rule, may prescribe as necessary 
and appropriate in the public interest and for the protection 
of investors, or for the assessment of systemic risk. 
‘‘(5) FILING OF RECORDS.—The Commission shall issue rules 
requiring each investment adviser to a private fund to file 
reports containing such information as the Commission deems 
necessary and appropriate in the public interest and for the 
protection of investors or for the assessment of systemic risk. 
‘‘(6) EXAMINATION OF RECORDS.— 
‘‘(A) 
PERIODIC
AND
SPECIAL
EXAMINATIONS.—The 
Commission— 
‘‘(i) shall conduct periodic inspections of the records 
of private funds maintained by an investment adviser 
registered under this title in accordance with a 
schedule established by the Commission; and 
‘‘(ii) may conduct at any time and from time to 
time such additional, special, and other examinations 
as the Commission may prescribe as necessary and 
appropriate in the public interest and for the protection 
of investors, or for the assessment of systemic risk. 
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124 STAT. 1573 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(B) AVAILABILITY OF RECORDS.—An investment adviser 
registered under this title shall make available to the 
Commission any copies or extracts from such records as 
may be prepared without undue effort, expense, or delay, 
as the Commission or its representatives may reasonably 
request. 
‘‘(7) INFORMATION SHARING.— 
‘‘(A) IN GENERAL.—The Commission shall make avail-
able to the Council copies of all reports, documents, records, 
and information filed with or provided to the Commission 
by an investment adviser under this subsection as the 
Council may consider necessary for the purpose of assessing 
the systemic risk posed by a private fund. 
‘‘(B) CONFIDENTIALITY.—The Council shall maintain 
the confidentiality of information received under this para-
graph in all such reports, documents, records, and informa-
tion, in a manner consistent with the level of confidentiality 
established for the Commission pursuant to paragraph (8). 
The Council shall be exempt from section 552 of title 5, 
United States Code, with respect to any information in 
any report, document, record, or information made avail-
able, to the Council under this subsection.’’. 
‘‘(8) COMMISSION CONFIDENTIALITY OF REPORTS.—Notwith-
standing any other provision of law, the Commission may not 
be compelled to disclose any report or information contained 
therein required to be filed with the Commission under this 
subsection, except that nothing in this subsection authorizes 
the Commission— 
‘‘(A) to withhold information from Congress, upon an 
agreement of confidentiality; or 
‘‘(B) prevent the Commission from complying with— 
‘‘(i) a request for information from any other Fed-
eral department or agency or any self-regulatory 
organization requesting the report or information for 
purposes within the scope of its jurisdiction; or 
‘‘(ii) an order of a court of the United States in 
an action brought by the United States or the Commis-
sion. 
‘‘(9) OTHER
RECIPIENTS
CONFIDENTIALITY.—Any depart-
ment, agency, or self-regulatory organization that receives 
reports or information from the Commission under this sub-
section shall maintain the confidentiality of such reports, docu-
ments, records, and information in a manner consistent with 
the level of confidentiality established for the Commission 
under paragraph (8). 
‘‘(10) PUBLIC INFORMATION EXCEPTION.— 
‘‘(A) IN GENERAL.—The Commission, the Council, and 
any other department, agency, or self-regulatory organiza-
tion that receives information, reports, documents, records, 
or information from the Commission under this subsection, 
shall be exempt from the provisions of section 552 of title 
5, United States Code, with respect to any such report, 
document, record, or information. Any proprietary informa-
tion of an investment adviser ascertained by the Commis-
sion from any report required to be filed with the Commis-
sion pursuant to this subsection shall be subject to the 
same limitations on public disclosure as any facts 
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124 STAT. 1574 
PUBLIC LAW 111–203—JULY 21, 2010 
ascertained during an examination, as provided by section 
210(b) of this title. 
‘‘(B) PROPRIETARY INFORMATION.—For purposes of this 
paragraph, proprietary information includes sensitive, non- 
public information regarding— 
‘‘(i) the investment or trading strategies of the 
investment adviser; 
‘‘(ii) analytical or research methodologies; 
‘‘(iii) trading data; 
‘‘(iv) computer hardware or software containing 
intellectual property; and 
‘‘(v) any additional information that the Commis-
sion determines to be proprietary. 
‘‘(11) ANNUAL
REPORT
TO
CONGRESS.—The Commission 
shall report annually to Congress on how the Commission has 
used the data collected pursuant to this subsection to monitor 
the markets for the protection of investors and the integrity 
of the markets.’’. 
SEC. 405. DISCLOSURE PROVISION AMENDMENT. 
Section 210(c) of the Investment Advisers Act of 1940 (15 
U.S.C. 80b–10(c)) is amended by inserting before the period at 
the end the following: ‘‘or for purposes of assessment of potential 
systemic risk’’. 
SEC. 406. CLARIFICATION OF RULEMAKING AUTHORITY. 
Section 211 of the Investment Advisers Act of 1940 (15 U.S.C. 
80b–11) is amended— 
(1) in subsection (a), by inserting before the period at 
the end of the first sentence the following: ‘‘, including rules 
and regulations defining technical, trade, and other terms used 
in this title, except that the Commission may not define the 
term ‘client’ for purposes of paragraphs (1) and (2) of section 
206 to include an investor in a private fund managed by an 
investment adviser, if such private fund has entered into an 
advisory contract with such adviser’’; and 
(2) by adding at the end the following: 
‘‘(e) DISCLOSURE RULES ON PRIVATE FUNDS.—The Commission 
and the Commodity Futures Trading Commission shall, after con-
sultation with the Council but not later than 12 months after 
the date of enactment of the Private Fund Investment Advisers 
Registration Act of 2010, jointly promulgate rules to establish the 
form and content of the reports required to be filed with the 
Commission under subsection 204(b) and with the Commodity 
Futures Trading Commission by investment advisers that are reg-
istered both under this title and the Commodity Exchange Act 
(7 U.S.C. 1a et seq.).’’. 
SEC. 407. EXEMPTION OF AND REPORTING BY VENTURE CAPITAL FUND 
ADVISERS. 
Section 203 of the Investment Advisers Act of 1940 (15 U.S.C. 
80b–3) is amended by adding at the end the following: 
‘‘(l) EXEMPTION
OF VENTURE CAPITAL FUND ADVISERS.—No 
investment adviser that acts as an investment adviser solely to 
1 or more venture capital funds shall be subject to the registration 
requirements of this title with respect to the provision of investment 
advice relating to a venture capital fund. Not later than 1 year 
after the date of enactment of this subsection, the Commission 
Regulations. 
Consultation. 
Deadline. 
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124 STAT. 1575 
PUBLIC LAW 111–203—JULY 21, 2010 
shall issue final rules to define the term ‘venture capital fund’ 
for purposes of this subsection. The Commission shall require such 
advisers to maintain such records and provide to the Commission 
such annual or other reports as the Commission determines nec-
essary or appropriate in the public interest or for the protection 
of investors.’’. 
SEC. 408. EXEMPTION OF AND REPORTING BY CERTAIN PRIVATE FUND 
ADVISERS. 
Section 203 of the Investment Advisers Act of 1940 (15 U.S.C. 
80b–3) is amended by adding at the end the following: 
‘‘(m) EXEMPTION OF AND REPORTING BY CERTAIN PRIVATE FUND 
ADVISERS.— 
‘‘(1) IN GENERAL.—The Commission shall provide an exemp-
tion from the registration requirements under this section to 
any investment adviser of private funds, if each of such invest-
ment adviser acts solely as an adviser to private funds and 
has assets under management in the United States of less 
than $150,000,000. 
‘‘(2) REPORTING.—The Commission shall require investment 
advisers exempted by reason of this subsection to maintain 
such records and provide to the Commission such annual or 
other reports as the Commission determines necessary or appro-
priate in the public interest or for the protection of investors. 
‘‘(n) REGISTRATION AND EXAMINATION OF MID-SIZED PRIVATE 
FUND
ADVISERS.—In prescribing regulations to carry out the 
requirements of this section with respect to investment advisers 
acting as investment advisers to mid-sized private funds, the 
Commission shall take into account the size, governance, and invest-
ment strategy of such funds to determine whether they pose sys-
temic risk, and shall provide for registration and examination proce-
dures with respect to the investment advisers of such funds which 
reflect the level of systemic risk posed by such funds.’’. 
SEC. 409. FAMILY OFFICES. 
(a) IN GENERAL.—Section 202(a)(11) of the Investment Advisers 
Act of 1940 (15 U.S.C. 80b–2(a)(11)) is amended by striking ‘‘or 
(G)’’ and inserting the following: ‘‘; (G) any family office, as defined 
by rule, regulation, or order of the Commission, in accordance 
with the purposes of this title; or (H)’’. 
(b) RULEMAKING.—The rules, regulations, or orders issued by 
the Commission pursuant to section 202(a)(11)(G) of the Investment 
Advisers Act of 1940, as added by this section, regarding the defini-
tion of the term ‘‘family office’’ shall provide for an exemption 
that— 
(1) is consistent with the previous exemptive policy of the 
Commission, as reflected in exemptive orders for family offices 
in effect on the date of enactment of this Act, and the 
grandfathering provisions in paragraph (3); 
(2) recognizes the range of organizational, management, 
and employment structures and arrangements employed by 
family offices; and 
(3) does not exclude any person who was not registered 
or required to be registered under the Investment Advisers 
Act of 1940 on January 1, 2010 from the definition of the 
term ‘‘family office’’, solely because such person provides invest-
ment advice to, and was engaged before January 1, 2010 in 
providing investment advice to— 
15 USC 80b–2 
note. 
Regulations. 
Procedures. 
Records. 
Records. 
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124 STAT. 1576 
PUBLIC LAW 111–203—JULY 21, 2010 
(A) natural persons who, at the time of their applicable 
investment, are officers, directors, or employees of the 
family office who— 
(i) have invested with the family office before 
January 1, 2010; and 
(ii) are accredited investors, as defined in Regula-
tion D of the Commission (or any successor thereto) 
under the Securities Act of 1933, or, as the Commission 
may prescribe by rule, the successors-in-interest 
thereto; 
(B) any company owned exclusively and controlled by 
members of the family of the family office, or as the 
Commission may prescribe by rule; 
(C) any investment adviser registered under the Invest-
ment Adviser Act of 1940 that provides investment advice 
to the family office and who identifies investment 
opportunities to the family office, and invests in such trans-
actions on substantially the same terms as the family office 
invests, but does not invest in other funds advised by 
the family office, and whose assets as to which the family 
office directly or indirectly provides investment advice rep-
resent, in the aggregate, not more than 5 percent of the 
value of the total assets as to which the family office 
provides investment advice. 
(c) ANTIFRAUD AUTHORITY.—A family office that would not be 
a family office, but for subsection (b)(3), shall be deemed to be 
an investment adviser for the purposes of paragraphs (1), (2) and 
(4) of section 206 of the Investment Advisers Act of 1940. 
SEC. 410. STATE AND FEDERAL RESPONSIBILITIES; ASSET THRESHOLD 
FOR FEDERAL REGISTRATION OF INVESTMENT ADVISERS. 
Section 203A(a) of the of the Investment Advisers Act of 1940 
(15 U.S.C. 80b–3a(a)) is amended— 
(1) by redesignating paragraph (2) as paragraph (3); and 
(2) by inserting after paragraph (1) the following: 
‘‘(2) TREATMENT OF MID-SIZED INVESTMENT ADVISERS.— 
‘‘(A) IN
GENERAL.—No investment adviser described 
in subparagraph (B) shall register under section 203, unless 
the investment adviser is an adviser to an investment 
company registered under the Investment Company Act 
of 1940, or a company which has elected to be a business 
development company pursuant to section 54 of the Invest-
ment Company Act of 1940, and has not withdrawn the 
election, except that, if by effect of this paragraph an 
investment adviser would be required to register with 15 
or more States, then the adviser may register under section 
203. 
‘‘(B) 
COVERED
PERSONS.—An 
investment 
adviser 
described in this subparagraph is an investment adviser 
that— 
‘‘(i) is required to be registered as an investment 
adviser with the securities commissioner (or any 
agency or office performing like functions) of the State 
in which it maintains its principal office and place 
of business and, if registered, would be subject to exam-
ination as an investment adviser by any such commis-
sioner, agency, or office; and 
Deadline. 
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124 STAT. 1577 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(ii) has assets under management between— 
‘‘(I) the amount specified under subparagraph 
(A) of paragraph (1), as such amount may have 
been adjusted by the Commission pursuant to that 
subparagraph; and 
‘‘(II) $100,000,000, or such higher amount as 
the Commission may, by rule, deem appropriate 
in accordance with the purposes of this title.’’. 
SEC. 411. CUSTODY OF CLIENT ASSETS. 
The Investment Advisers Act of 1940 (15 U.S.C. 80b–1 et seq.) 
is amended by adding at the end the following new section: 
‘‘SEC. 223. CUSTODY OF CLIENT ACCOUNTS. 
‘‘An investment adviser registered under this title shall take 
such steps to safeguard client assets over which such adviser has 
custody, including, without limitation, verification of such assets 
by an independent public accountant, as the Commission may, 
by rule, prescribe.’’. 
SEC. 412. COMPTROLLER GENERAL STUDY ON CUSTODY RULE COSTS. 
The Comptroller General of the United States shall— 
(1) conduct a study of— 
(A) the compliance costs associated with the current 
Securities and Exchange Commission rules 204–2 (17 
C.F.R. Parts 275.204–2) and rule 206(4)–2 (17 C.F.R. 
275.206(4)–2) under the Investment Advisers Act of 1940 
regarding custody of funds or securities of clients by invest-
ment advisers; and 
(B) the additional costs if subsection (b)(6) of rule 
206(4)–2 (17 C.F.R. 275.206(4)–2(b)(6)) relating to oper-
ational independence were eliminated; and 
(2) submit a report to the Committee on Banking, Housing, 
and Urban Affairs of the Senate and the Committee on Finan-
cial Services of the House of Representatives on the results 
of such study, not later than 3 years after the date of enactment 
of this Act. 
SEC. 413. ADJUSTING THE ACCREDITED INVESTOR STANDARD. 
(a) IN GENERAL.—The Commission shall adjust any net worth 
standard for an accredited investor, as set forth in the rules of 
the Commission under the Securities Act of 1933, so that the 
individual net worth of any natural person, or joint net worth 
with the spouse of that person, at the time of purchase, is more 
than $1,000,000 (as such amount is adjusted periodically by rule 
of the Commission), excluding the value of the primary residence 
of such natural person, except that during the 4-year period that 
begins on the date of enactment of this Act, any net worth standard 
shall be $1,000,000, excluding the value of the primary residence 
of such natural person. 
(b) REVIEW AND ADJUSTMENT.— 
(1) INITIAL REVIEW AND ADJUSTMENT.— 
(A) INITIAL REVIEW.—The Commission may undertake 
a review of the definition of the term ‘‘accredited investor’’, 
as such term applies to natural persons, to determine 
whether the requirements of the definition, excluding the 
requirement relating to the net worth standard described 
in subsection (a), should be adjusted or modified for the 
15 USC 77b note. 
Reports. 
Deadline. 
15 USC 80b–18b. 
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124 STAT. 1578 
PUBLIC LAW 111–203—JULY 21, 2010 
protection of investors, in the public interest, and in light 
of the economy. 
(B) ADJUSTMENT OR MODIFICATION.—Upon completion 
of a review under subparagraph (A), the Commission may, 
by notice and comment rulemaking, make such adjustments 
to the definition of the term ‘‘accredited investor’’, excluding 
adjusting or modifying the requirement relating to the 
net worth standard described in subsection (a), as such 
term applies to natural persons, as the Commission may 
deem appropriate for the protection of investors, in the 
public interest, and in light of the economy. 
(2) SUBSEQUENT REVIEWS AND ADJUSTMENT.— 
(A) SUBSEQUENT REVIEWS.—Not earlier than 4 years 
after the date of enactment of this Act, and not less fre-
quently than once every 4 years thereafter, the Commission 
shall undertake a review of the definition, in its entirety, 
of the term ‘‘accredited investor’’, as defined in section 
230.215 of title 17, Code of Federal Regulations, or any 
successor thereto, as such term applies to natural persons, 
to determine whether the requirements of the definition 
should be adjusted or modified for the protection of inves-
tors, in the public interest, and in light of the economy. 
(B) ADJUSTMENT OR MODIFICATION.—Upon completion 
of a review under subparagraph (A), the Commission may, 
by notice and comment rulemaking, make such adjustments 
to the definition of the term ‘‘accredited investor’’, as 
defined in section 230.215 of title 17, Code of Federal 
Regulations, or any successor thereto, as such term applies 
to natural persons, as the Commission may deem appro-
priate for the protection of investors, in the public interest, 
and in light of the economy. 
SEC. 414. RULE OF CONSTRUCTION RELATING TO THE COMMODITIES 
EXCHANGE ACT. 
The Investment Advisers Act of 1940 (15 U.S.C. 80b–1 et seq.) 
is further amended by adding at the end the following new section: 
‘‘SEC. 224. RULE OF CONSTRUCTION RELATING TO THE COMMODITIES 
EXCHANGE ACT. 
‘‘Nothing in this title shall relieve any person of any obligation 
or duty, or affect the availability of any right or remedy available 
to the Commodity Futures Trading Commission or any private 
party, arising under the Commodity Exchange Act (7 U.S.C. 1 
et seq.) governing commodity pools, commodity pool operators, or 
commodity trading advisors.’’. 
SEC. 415. GAO STUDY AND REPORT ON ACCREDITED INVESTORS. 
The Comptroller General of the United States shall conduct 
a study on the appropriate criteria for determining the financial 
thresholds or other criteria needed to qualify for accredited investor 
status and eligibility to invest in private funds, and shall submit 
a report to the Committee on Banking, Housing, and Urban Affairs 
of the Senate and the Committee on Financial Services of the 
House of Representatives on the results of such study not later 
than 3 years after the date of enactment of this Act. 
15 USC 80b–18c. 
Deadlines. 
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124 STAT. 1579 
PUBLIC LAW 111–203—JULY 21, 2010 
SEC. 416. GAO STUDY ON SELF-REGULATORY ORGANIZATION FOR PRI-
VATE FUNDS. 
The Comptroller General of the United States shall— 
(1) conduct a study of the feasibility of forming a self- 
regulatory organization to oversee private funds; and 
(2) submit a report to the Committee on Banking, Housing, 
and Urban Affairs of the Senate and the Committee on Finan-
cial Services of the House of Representatives on the results 
of such study, not later than 1 year after the date of enactment 
of this Act. 
SEC. 417. COMMISSION STUDY AND REPORT ON SHORT SELLING. 
(a) STUDIES.—The Division of Risk, Strategy, and Financial 
Innovation of the Commission shall conduct— 
(1) a study, taking into account current scholarship, on 
the state of short selling on national securities exchanges and 
in the over-the-counter markets, with particular attention to 
the impact of recent rule changes and the incidence of— 
(A) the failure to deliver shares sold short; or 
(B) delivery of shares on the fourth day following the 
short sale transaction; and 
(2) a study of— 
(A) the feasibility, benefits, and costs of requiring 
reporting publicly, in real time short sale positions of pub-
licly listed securities, or, in the alternative, reporting such 
short positions in real time only to the Commission and 
the Financial Industry Regulatory Authority; and 
(B) the feasibility, benefits, and costs of conducting 
a voluntary pilot program in which public companies will 
agree to have all trades of their shares marked ‘‘short’’, 
‘‘market maker short’’, ‘‘buy’’, ‘‘buy-to-cover’’, or ‘‘long’’, and 
reported in real time through the Consolidated Tape. 
(b) REPORTS.—The Commission shall submit a report to the 
Committee on Banking, Housing, and Urban Affairs of the Senate 
and the Committee on Financial Services of the House of Represent-
atives— 
(1) on the results of the study required under subsection 
(a)(1), including recommendations for market improvements, 
not later than 2 years after the date of enactment of this 
Act; and 
(2) on the results of the study required under subsection 
(a)(2), not later than 1 year after the date of enactment of 
this Act. 
SEC. 418. QUALIFIED CLIENT STANDARD. 
Section 205(e) of the Investment Advisers Act of 1940 (15 
U.S.C. 80b–5(e)) is amended by adding at the end the following: 
‘‘With respect to any factor used in any rule or regulation by 
the Commission in making a determination under this subsection, 
if the Commission uses a dollar amount test in connection with 
such factor, such as a net asset threshold, the Commission shall, 
by order, not later than 1 year after the date of enactment of 
the Private Fund Investment Advisers Registration Act of 2010, 
and every 5 years thereafter, adjust for the effects of inflation 
on such test. Any such adjustment that is not a multiple of $100,000 
shall be rounded to the nearest multiple of $100,000.’’. 
Order. 
Deadlines. 
Reports. 
Deadline. 
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124 STAT. 1580 
PUBLIC LAW 111–203—JULY 21, 2010 
SEC. 419. TRANSITION PERIOD. 
Except as otherwise provided in this title, this title and the 
amendments made by this title shall become effective 1 year after 
the date of enactment of this Act, except that any investment 
adviser may, at the discretion of the investment adviser, register 
with the Commission under the Investment Advisers Act of 1940 
during that 1-year period, subject to the rules of the Commission. 
TITLE V—INSURANCE 
Subtitle A—Federal Insurance Office 
SEC. 501. SHORT TITLE. 
This subtitle may be cited as the ‘‘Federal Insurance Office 
Act of 2010’’. 
SEC. 502. FEDERAL INSURANCE OFFICE. 
(a) ESTABLISHMENT OF OFFICE.—Subchapter I of chapter 3 of 
subtitle I of title 31, United States Code, is amended— 
(1) by redesignating section 312 as section 315; 
(2) by redesignating section 313 as section 312; and 
(3) by inserting after section 312 (as so redesignated) the 
following new sections: 
‘‘SEC. 313. FEDERAL INSURANCE OFFICE. 
‘‘(a) ESTABLISHMENT.—There is established within the Depart-
ment of the Treasury the Federal Insurance Office. 
‘‘(b) LEADERSHIP.—The Office shall be headed by a Director, 
who shall be appointed by the Secretary of the Treasury. The 
position of Director shall be a career reserved position in the Senior 
Executive Service, as that position is defined under section 3132 
of title 5, United States Code. 
‘‘(c) FUNCTIONS.— 
‘‘(1) AUTHORITY PURSUANT TO DIRECTION OF SECRETARY.— 
The Office, pursuant to the direction of the Secretary, shall 
have the authority— 
‘‘(A) to monitor all aspects of the insurance industry, 
including identifying issues or gaps in the regulation of 
insurers that could contribute to a systemic crisis in the 
insurance industry or the United States financial system; 
‘‘(B) to monitor the extent to which traditionally under-
served communities and consumers, minorities (as such 
term is defined in section 1204(c) of the Financial Institu-
tions Reform, Recovery, and Enforcement Act of 1989 (12 
U.S.C. 1811 note)), and low- and moderate-income persons 
have access to affordable insurance products regarding all 
lines of insurance, except health insurance; 
‘‘(C) to recommend to the Financial Stability Oversight 
Council that it designate an insurer, including the affiliates 
of such insurer, as an entity subject to regulation as a 
nonbank financial company supervised by the Board of 
Governors pursuant to title I of the Dodd-Frank Wall Street 
Reform and Consumer Protection Act; 
‘‘(D) to assist the Secretary in administering the Ter-
rorism Insurance Program established in the Department 
Federal 
Insurance Office 
Act of 2010. 
31 USC 301 note. 
15 USC 80b–2 
note. 
Effective date. 
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124 STAT. 1581 
PUBLIC LAW 111–203—JULY 21, 2010 
of the Treasury under the Terrorism Risk Insurance Act 
of 2002 (15 U.S.C. 6701 note); 
‘‘(E) to coordinate Federal efforts and develop Federal 
policy on prudential aspects of international insurance mat-
ters, including representing the United States, as appro-
priate, in the International Association of Insurance Super-
visors (or a successor entity) and assisting the Secretary 
in negotiating covered agreements (as such term is defined 
in subsection (r)); 
‘‘(F) to determine, in accordance with subsection (f), 
whether State insurance measures are preempted by cov-
ered agreements; 
‘‘(G) to consult with the States (including State insur-
ance regulators) regarding insurance matters of national 
importance and prudential insurance matters of inter-
national importance; and 
‘‘(H) to perform such other related duties and authori-
ties as may be assigned to the Office by the Secretary. 
‘‘(2) ADVISORY FUNCTIONS.—The Office shall advise the Sec-
retary on major domestic and prudential international insur-
ance policy issues. 
‘‘(3) ADVISORY CAPACITY ON COUNCIL.—The Director shall 
serve in an advisory capacity on the Financial Stability Over-
sight Council established under the Financial Stability Act 
of 2010. 
‘‘(d) SCOPE.—The authority of the Office shall extend to all 
lines of insurance except— 
‘‘(1) health insurance, as determined by the Secretary in 
coordination with the Secretary of Health and Human Services 
based on section 2791 of the Public Health Service Act (42 
U.S.C. 300gg–91); 
‘‘(2) long-term care insurance, except long-term care insur-
ance that is included with life or annuity insurance components, 
as determined by the Secretary in coordination with the Sec-
retary of Health and Human Services, and in the case of 
long-term care insurance that is included with such compo-
nents, the Secretary shall coordinate with the Secretary of 
Health and Human Services in performing the functions of 
the Office; and 
‘‘(3) crop insurance, as established by the Federal Crop 
Insurance Act (7 U.S.C. 1501 et seq.). 
‘‘(e) GATHERING OF INFORMATION.— 
‘‘(1) IN GENERAL.—In carrying out the functions required 
under subsection (c), the Office may— 
‘‘(A) receive and collect data and information on and 
from the insurance industry and insurers; 
‘‘(B) enter into information-sharing agreements; 
‘‘(C) analyze and disseminate data and information; 
and 
‘‘(D) issue reports regarding all lines of insurance 
except health insurance. 
‘‘(2) COLLECTION
OF
INFORMATION
FROM
INSURERS
AND 
AFFILIATES.— 
‘‘(A) IN GENERAL.—Except as provided in paragraph 
(3), the Office may require an insurer, or any affiliate 
of an insurer, to submit such data or information as the 
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124 STAT. 1582 
PUBLIC LAW 111–203—JULY 21, 2010 
Office may reasonably require in carrying out the functions 
described under subsection (c). 
‘‘(B) RULE
OF
CONSTRUCTION.—Notwithstanding any 
other provision of this section, for purposes of subparagraph 
(A), the term ‘insurer’ means any entity that writes insur-
ance or reinsures risks and issues contracts or policies 
in 1 or more States. 
‘‘(3) EXCEPTION FOR SMALL INSURERS.—Paragraph (2) shall 
not apply with respect to any insurer or affiliate thereof that 
meets a minimum size threshold that the Office may establish, 
whether by order or rule. 
‘‘(4) ADVANCE COORDINATION.—Before collecting any data 
or information under paragraph (2) from an insurer, or affiliate 
of an insurer, the Office shall coordinate with each relevant 
Federal agency and State insurance regulator (or other relevant 
Federal or State regulatory agency, if any, in the case of an 
affiliate of an insurer) and any publicly available sources to 
determine if the information to be collected is available from, 
and may be obtained in a timely manner by, such Federal 
agency or State insurance regulator, individually or collectively, 
other regulatory agency, or publicly available sources. If the 
Director determines that such data or information is available, 
and may be obtained in a timely manner, from such an agency, 
regulator, regulatory agency, or source, the Director shall obtain 
the data or information from such agency, regulator, regulatory 
agency, or source. If the Director determines that such data 
or information is not so available, the Director may collect 
such data or information from an insurer (or affiliate) only 
if the Director complies with the requirements of subchapter 
I of chapter 35 of title 44, United States Code (relating to 
Federal information policy; commonly known as the Paperwork 
Reduction Act), in collecting such data or information. Notwith-
standing any other provision of law, each such relevant Federal 
agency and State insurance regulator or other Federal or State 
regulatory agency is authorized to provide to the Office such 
data or information. 
‘‘(5) CONFIDENTIALITY.— 
‘‘(A) RETENTION OF PRIVILEGE.—The submission of any 
nonpublicly available data and information to the Office 
under this subsection shall not constitute a waiver of, 
or otherwise affect, any privilege arising under Federal 
or State law (including the rules of any Federal or State 
court) to which the data or information is otherwise subject. 
‘‘(B) CONTINUED
APPLICATION
OF
PRIOR
CONFIDEN-
TIALITY AGREEMENTS.—Any requirement under Federal or 
State law to the extent otherwise applicable, or any require-
ment pursuant to a written agreement in effect between 
the original source of any nonpublicly available data or 
information and the source of such data or information 
to the Office, regarding the privacy or confidentiality of 
any data or information in the possession of the source 
to the Office, shall continue to apply to such data or 
information after the data or information has been provided 
pursuant to this subsection to the Office. 
‘‘(C) INFORMATION-SHARING AGREEMENT.—Any data or 
information obtained by the Office may be made available 
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124 STAT. 1583 
PUBLIC LAW 111–203—JULY 21, 2010 
to State insurance regulators, individually or collectively, 
through an information-sharing agreement that— 
‘‘(i) shall comply with applicable Federal law; and 
‘‘(ii) shall not constitute a waiver of, or otherwise 
affect, any privilege under Federal or State law 
(including the rules of any Federal or State court) 
to which the data or information is otherwise subject. 
‘‘(D) AGENCY DISCLOSURE REQUIREMENTS.—Section 552 
of title 5, United States Code, shall apply to any data 
or information submitted to the Office by an insurer or 
an affiliate of an insurer. 
‘‘(6) SUBPOENAS
AND
ENFORCEMENT.—The Director shall 
have the power to require by subpoena the production of the 
data or information requested under paragraph (2), but only 
upon a written finding by the Director that such data or 
information is required to carry out the functions described 
under subsection (c) and that the Office has coordinated with 
such regulator or agency as required under paragraph (4). 
Subpoenas shall bear the signature of the Director and shall 
be served by any person or class of persons designated by 
the Director for that purpose. In the case of contumacy or 
failure to obey a subpoena, the subpoena shall be enforceable 
by order of any appropriate district court of the United States. 
Any failure to obey the order of the court may be punished 
by the court as a contempt of court. 
‘‘(f) PREEMPTION OF STATE INSURANCE MEASURES.— 
‘‘(1) STANDARD.—A State insurance measure shall be pre-
empted pursuant to this section or section 314 if, and only 
to the extent that the Director determines, in accordance with 
this subsection, that the measure— 
‘‘(A) results in less favorable treatment of a non-United 
States insurer domiciled in a foreign jurisdiction that is 
subject to a covered agreement than a United States 
insurer domiciled, licensed, or otherwise admitted in that 
State; and 
‘‘(B) is inconsistent with a covered agreement. 
‘‘(2) DETERMINATION.— 
‘‘(A) NOTICE
OF
POTENTIAL
INCONSISTENCY.—Before 
making any determination under paragraph (1), the 
Director shall— 
‘‘(i) notify and consult with the appropriate State 
regarding any potential inconsistency or preemption; 
‘‘(ii) notify and consult with the United States 
Trade 
Representative 
regarding 
any 
potential 
inconsistency or preemption; 
‘‘(iii) cause to be published in the Federal Register 
notice of the issue regarding the potential inconsistency 
or preemption, including a description of each State 
insurance measure at issue and any applicable covered 
agreement; 
‘‘(iv) provide interested parties a reasonable oppor-
tunity to submit written comments to the Office; and 
‘‘(v) consider any comments received. 
‘‘(B) SCOPE
OF
REVIEW.—For purposes of this sub-
section, any determination of the Director regarding State 
insurance measures, and any preemption under paragraph 
(1) as a result of such determination, shall be limited 
Comments. 
Federal Register, 
publication. 
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124 STAT. 1584 
PUBLIC LAW 111–203—JULY 21, 2010 
to the subject matter contained within the covered agree-
ment involved and shall achieve a level of protection for 
insurance or reinsurance consumers that is substantially 
equivalent to the level of protection achieved under State 
insurance or reinsurance regulation. 
‘‘(C) NOTICE OF DETERMINATION OF INCONSISTENCY.— 
Upon making any determination under paragraph (1), the 
Director shall— 
‘‘(i) notify the appropriate State of the determina-
tion and the extent of the inconsistency; 
‘‘(ii) establish a reasonable period of time, which 
shall not be less than 30 days, before the determination 
shall become effective; and 
‘‘(iii) notify the Committees on Financial Services 
and Ways and Means of the House of Representatives 
and the Committees on Banking, Housing, and Urban 
Affairs and Finance of the Senate. 
‘‘(3) NOTICE OF EFFECTIVENESS.—Upon the conclusion of 
the period referred to in paragraph (2)(C)(ii), if the basis for 
such determination still exists, the determination shall become 
effective and the Director shall— 
‘‘(A) cause to be published a notice in the Federal 
Register that the preemption has become effective, as well 
as the effective date; and 
‘‘(B) notify the appropriate State. 
‘‘(4) LIMITATION.—No State may enforce a State insurance 
measure to the extent that such measure has been preempted 
under this subsection. 
‘‘(g) APPLICABILITY
OF ADMINISTRATIVE PROCEDURES ACT.— 
Determinations of inconsistency made pursuant to subsection (f)(2) 
shall be subject to the applicable provisions of subchapter II of 
chapter 5 of title 5, United States Code (relating to administrative 
procedure), and chapter 7 of such title (relating to judicial review), 
except that in any action for judicial review of a determination 
of inconsistency, the court shall determine the matter de novo. 
‘‘(h) REGULATIONS, POLICIES, AND PROCEDURES.—The Secretary 
may issue orders, regulations, policies, and procedures to implement 
this section. 
‘‘(i) CONSULTATION.—The Director shall consult with State 
insurance regulators, individually or collectively, to the extent the 
Director determines appropriate, in carrying out the functions of 
the Office. 
‘‘(j) SAVINGS PROVISIONS.—Nothing in this section shall— 
‘‘(1) preempt— 
‘‘(A) any State insurance measure that governs any 
insurer’s rates, premiums, underwriting, or sales practices; 
‘‘(B) any State coverage requirements for insurance; 
‘‘(C) the application of the antitrust laws of any State 
to the business of insurance; or 
‘‘(D) any State insurance measure governing the capital 
or solvency of an insurer, except to the extent that such 
State insurance measure results in less favorable treatment 
of a non-United State insurer than a United States insurer; 
‘‘(2) be construed to alter, amend, or limit any provision 
of the Consumer Financial Protection Agency Act of 2010; or 
‘‘(3) affect the preemption of any State insurance measure 
otherwise inconsistent with and preempted by Federal law. 
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124 STAT. 1585 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(k) RETENTION OF EXISTING STATE REGULATORY AUTHORITY.— 
Nothing in this section or section 314 shall be construed to establish 
or provide the Office or the Department of the Treasury with 
general supervisory or regulatory authority over the business of 
insurance. 
‘‘(l) RETENTION OF AUTHORITY OF FEDERAL FINANCIAL REGU-
LATORY AGENCIES.—Nothing in this section or section 314 shall 
be construed to limit the authority of any Federal financial regu-
latory agency, including the authority to develop and coordinate 
policy, negotiate, and enter into agreements with foreign govern-
ments, authorities, regulators, and multinational regulatory 
committees and to preempt State measures to affect uniformity 
with international regulatory agreements. 
‘‘(m) RETENTION OF AUTHORITY OF UNITED STATES TRADE REP-
RESENTATIVE.—Nothing in this section or section 314 shall be con-
strued to affect the authority of the Office of the United States 
Trade Representative pursuant to section 141 of the Trade Act 
of 1974 (19 U.S.C. 2171) or any other provision of law, including 
authority over the development and coordination of United States 
international trade policy and the administration of the United 
States trade agreements program. 
‘‘(n) ANNUAL REPORTS TO CONGRESS.— 
‘‘(1) SECTION
313(f) REPORTS.—Beginning September 30, 
2011, the Director shall submit a report on or before September 
30 of each calendar year to the President and to the Committees 
on Financial Services and Ways and Means of the House of 
Representatives and the Committees on Banking, Housing, and 
Urban Affairs and Finance of the Senate on any actions taken 
by the Office pursuant to subsection (f) (regarding preemption 
of inconsistent State insurance measures). 
‘‘(2) INSURANCE INDUSTRY.—Beginning September 30, 2011, 
the Director shall submit a report on or before September 
30 of each calendar year to the President and to the Committee 
on Financial Services of the House of Representatives and 
the Committee on Banking, Housing, and Urban Affairs of 
the Senate on the insurance industry and any other information 
as deemed relevant by the Director or requested by such 
Committees. 
‘‘(o) REPORTS ON U.S. AND GLOBAL REINSURANCE MARKET.— 
The Director shall submit to the Committee on Financial Services 
of the House of Representatives and the Committee on Banking, 
Housing, and Urban Affairs of the Senate— 
‘‘(1) a report received not later than September 30, 2012, 
describing the breadth and scope of the global reinsurance 
market and the critical role such market plays in supporting 
insurance in the United States; and 
‘‘(2) a report received not later than January 1, 2013, 
and updated not later than January 1, 2015, describing the 
impact of part II of the Nonadmitted and Reinsurance Reform 
Act of 2010 on the ability of State regulators to access reinsur-
ance information for regulated companies in their jurisdictions. 
‘‘(p) STUDY AND REPORT ON REGULATION OF INSURANCE.— 
‘‘(1) IN GENERAL.—Not later than 18 months after the date 
of enactment of this section, the Director shall conduct a study 
and submit a report to Congress on how to modernize and 
improve the system of insurance regulation in the United 
States. 
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124 STAT. 1586 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(2) CONSIDERATIONS.—The study and report required 
under paragraph (1) shall be based on and guided by the 
following considerations: 
‘‘(A) Systemic risk regulation with respect to insurance. 
‘‘(B) Capital standards and the relationship between 
capital allocation and liabilities, including standards 
relating to liquidity and duration risk. 
‘‘(C) Consumer protection for insurance products and 
practices, including gaps in State regulation. 
‘‘(D) The degree of national uniformity of State insur-
ance regulation. 
‘‘(E) The regulation of insurance companies and affili-
ates on a consolidated basis. 
‘‘(F) International coordination of insurance regulation. 
‘‘(3) ADDITIONAL FACTORS.—The study and report required 
under paragraph (1) shall also examine the following factors: 
‘‘(A) The costs and benefits of potential Federal regula-
tion of insurance across various lines of insurance (except 
health insurance). 
‘‘(B) The feasibility of regulating only certain lines 
of insurance at the Federal level, while leaving other lines 
of insurance to be regulated at the State level. 
‘‘(C) The ability of any potential Federal regulation 
or Federal regulators to eliminate or minimize regulatory 
arbitrage. 
‘‘(D) The impact that developments in the regulation 
of insurance in foreign jurisdictions might have on the 
potential Federal regulation of insurance. 
‘‘(E) The ability of any potential Federal regulation 
or Federal regulator to provide robust consumer protection 
for policyholders. 
‘‘(F) The potential consequences of subjecting insurance 
companies to a Federal resolution authority, including the 
effects of any Federal resolution authority— 
‘‘(i) on the operation of State insurance guaranty 
fund systems, including the loss of guaranty fund cov-
erage if an insurance company is subject to a Federal 
resolution authority; 
‘‘(ii) on policyholder protection, including the loss 
of the priority status of policyholder claims over other 
unsecured general creditor claims; 
‘‘(iii) in the case of life insurance companies, on 
the loss of the special status of separate account assets 
and separate account liabilities; and 
‘‘(iv) on the international competitiveness of insur-
ance companies. 
‘‘(G) Such other factors as the Director determines 
necessary or appropriate, consistent with the principles 
set forth in paragraph (2). 
‘‘(4) REQUIRED RECOMMENDATIONS.—The study and report 
required under paragraph (1) shall also contain any legislative, 
administrative, or regulatory recommendations, as the Director 
determines appropriate, to carry out or effectuate the findings 
set forth in such report. 
‘‘(5) CONSULTATION.—With respect to the study and report 
required under paragraph (1), the Director shall consult with 
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124 STAT. 1587 
PUBLIC LAW 111–203—JULY 21, 2010 
the State insurance regulators, consumer organizations, rep-
resentatives of the insurance industry and policyholders, and 
other organizations and experts, as appropriate. 
‘‘(q) USE OF EXISTING RESOURCES.—To carry out this section, 
the Office may employ personnel, facilities, and any other resource 
of the Department of the Treasury available to the Secretary and 
the Secretary shall dedicate specific personnel to the Office. 
‘‘(r) DEFINITIONS.—In this section and section 314, the following 
definitions shall apply: 
‘‘(1) AFFILIATE.—The term ‘affiliate’ means, with respect 
to an insurer, any person who controls, is controlled by, or 
is under common control with the insurer. 
‘‘(2) COVERED AGREEMENT.—The term ‘covered agreement’ 
means a written bilateral or multilateral agreement regarding 
prudential measures with respect to the business of insurance 
or reinsurance that— 
‘‘(A) is entered into between the United States and 
one or more foreign governments, authorities, or regulatory 
entities; and 
‘‘(B) relates to the recognition of prudential measures 
with respect to the business of insurance or reinsurance 
that achieves a level of protection for insurance or reinsur-
ance consumers that is substantially equivalent to the level 
of protection achieved under State insurance or reinsurance 
regulation. 
‘‘(3) INSURER.—The term ‘insurer’ means any person 
engaged in the business of insurance, including reinsurance. 
‘‘(4) FEDERAL FINANCIAL REGULATORY AGENCY.—The term 
‘Federal financial regulatory agency’ means the Department 
of the Treasury, the Board of Governors of the Federal Reserve 
System, the Office of the Comptroller of the Currency, the 
Office of Thrift Supervision, the Securities and Exchange 
Commission, the Commodity Futures Trading Commission, the 
Federal Deposit Insurance Corporation, the Federal Housing 
Finance Agency, or the National Credit Union Administration. 
‘‘(5) NON-UNITED STATES INSURER.—The term ‘non-United 
States insurer’ means an insurer that is organized under the 
laws of a jurisdiction other than a State, but does not include 
any United States branch of such an insurer. 
‘‘(6) OFFICE.—The term ‘Office’ means the Federal Insur-
ance Office established by this section. 
‘‘(7) STATE INSURANCE MEASURE.—The term ‘State insur-
ance measure’ means any State law, regulation, administrative 
ruling, bulletin, guideline, or practice relating to or affecting 
prudential measures applicable to insurance or reinsurance. 
‘‘(8) STATE INSURANCE REGULATOR.—The term ‘State insur-
ance regulator’ means any State regulatory authority respon-
sible for the supervision of insurers. 
‘‘(9) SUBSTANTIALLY EQUIVALENT TO THE LEVEL OF PROTEC-
TION ACHIEVED.—The term ‘substantially equivalent to the level 
of protection achieved’ means the prudential measures of a 
foreign government, authority, or regulatory entity achieve a 
similar outcome in consumer protection as the outcome achieved 
under State insurance or reinsurance regulation. 
‘‘(10) UNITED STATES INSURER.—The term ‘United States 
insurer’ means— 
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124 STAT. 1588 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(A) an insurer that is organized under the laws of 
a State; or 
‘‘(B) a United States branch of a non-United States 
insurer. 
‘‘(s) AUTHORIZATION OF APPROPRIATIONS.—There are authorized 
to be appropriated for the Office for each fiscal year such sums 
as may be necessary. 
‘‘SEC. 314. COVERED AGREEMENTS. 
‘‘(a) AUTHORITY.—The Secretary and the United States Trade 
Representative are authorized, jointly, to negotiate and enter into 
covered agreements on behalf of the United States. 
‘‘(b) REQUIREMENTS FOR CONSULTATION WITH CONGRESS.— 
‘‘(1) IN GENERAL.—Before initiating negotiations to enter 
into a covered agreement under subsection (a), during such 
negotiations, and before entering into any such agreement, 
the Secretary and the United States Trade Representative shall 
jointly consult with the Committee on Financial Services and 
the Committee on Ways and Means of the House of Representa-
tives and the Committee on Banking, Housing, and Urban 
Affairs and the Committee on Finance of the Senate. 
‘‘(2) SCOPE.—The consultation described in paragraph (1) 
shall include consultation with respect to— 
‘‘(A) the nature of the agreement; 
‘‘(B) how and to what extent the agreement will achieve 
the applicable purposes, policies, priorities, and objectives 
of section 313 and this section; and 
‘‘(C) the implementation of the agreement, including 
the general effect of the agreement on existing State laws. 
‘‘(c) SUBMISSION AND LAYOVER PROVISIONS.—A covered agree-
ment under subsection (a) may enter into force with respect to 
the United States only if— 
‘‘(1) the Secretary and the United States Trade Representa-
tive jointly submit to the congressional committees specified 
in subsection (b)(1), on a day on which both Houses of Congress 
are in session, a copy of the final legal text of the agreement; 
and 
‘‘(2) a period of 90 calendar days beginning on the date 
on which the copy of the final legal text of the agreement 
is submitted to the congressional committees under paragraph 
(1) has expired.’’. 
(b) DUTIES OF SECRETARY.—Section 321(a) of title 31, United 
States Code, is amended— 
(1) in paragraph (7), by striking ‘‘; and’’ and inserting 
a semicolon; 
(2) in paragraph (8)(C), by striking the period at the end 
and inserting ‘‘; and’’; and 
(3) by adding at the end the following new paragraph: 
‘‘(9) advise the President on major domestic and inter-
national prudential policy issues in connection with all lines 
of insurance except health insurance.’’. 
(c) CLERICAL AMENDMENT.—The table of sections for subchapter 
I of chapter 3 of title 31, United States Code, is amended by 
striking the item relating to section 312 and inserting the following 
new items: 
‘‘Sec. 312. Terrorism and financial intelligence. 
‘‘Sec. 313. Federal Insurance Office. 
Time period. 
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124 STAT. 1589 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘Sec. 314. Covered agreements. 
‘‘Sec. 315. Continuing in office.’’. 
Subtitle B—State-Based Insurance Reform 
SEC. 511. SHORT TITLE. 
This subtitle may be cited as the ‘‘Nonadmitted and Reinsur-
ance Reform Act of 2010’’. 
SEC. 512. EFFECTIVE DATE. 
Except as otherwise specifically provided in this subtitle, this 
subtitle shall take effect upon the expiration of the 12-month period 
beginning on the date of the enactment of this subtitle. 
PART I—NONADMITTED INSURANCE 
SEC. 521. REPORTING, PAYMENT, AND ALLOCATION OF PREMIUM 
TAXES. 
(a) HOME STATE’S EXCLUSIVE AUTHORITY.—No State other than 
the home State of an insured may require any premium tax pay-
ment for nonadmitted insurance. 
(b) ALLOCATION OF NONADMITTED PREMIUM TAXES.— 
(1) IN GENERAL.—The States may enter into a compact 
or otherwise establish procedures to allocate among the States 
the premium taxes paid to an insured’s home State described 
in subsection (a). 
(2) EFFECTIVE DATE.—Except as expressly otherwise pro-
vided in such compact or other procedures, any such compact 
or other procedures— 
(A) if adopted on or before the expiration of the 330- 
day period that begins on the date of the enactment of 
this subtitle, shall apply to any premium taxes that, on 
or after such date of enactment, are required to be paid 
to any State that is subject to such compact or procedures; 
and 
(B) if adopted after the expiration of such 330-day 
period, shall apply to any premium taxes that, on or after 
January 1 of the first calendar year that begins after 
the expiration of such 330-day period, are required to be 
paid to any State that is subject to such compact or proce-
dures. 
(3) REPORT.—Upon the expiration of the 330-day period 
referred to in paragraph (2), the NAIC may submit a report 
to the Committee on Financial Services and the Committee 
on the Judiciary of the House of Representatives and the Com-
mittee on Banking, Housing, and Urban Affairs of the Senate 
identifying and describing any compact or other procedures 
for allocation among the States of premium taxes that have 
been adopted during such period by any States. 
(4) NATIONWIDE SYSTEM.—The Congress intends that each 
State adopt nationwide uniform requirements, forms, and proce-
dures, such as an interstate compact, that provide for the 
reporting, payment, collection, and allocation of premium taxes 
for nonadmitted insurance consistent with this section. 
(c) ALLOCATION BASED ON TAX ALLOCATION REPORT.—To facili-
tate the payment of premium taxes among the States, an insured’s 
home State may require surplus lines brokers and insureds who 
Applicability. 
15 USC 8201. 
15 USC 8201 
note. 
Nonadmitted and 
Reinsurance 
Reform Act 
of 2010. 
15 USC 8201 
note. 
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124 STAT. 1590 
PUBLIC LAW 111–203—JULY 21, 2010 
have independently procured insurance to annually file tax alloca-
tion reports with the insured’s home State detailing the portion 
of the nonadmitted insurance policy premium or premiums attrib-
utable to properties, risks, or exposures located in each State. 
The filing of a nonadmitted insurance tax allocation report and 
the payment of tax may be made by a person authorized by the 
insured to act as its agent. 
SEC. 522. REGULATION OF NONADMITTED INSURANCE BY INSURED’S 
HOME STATE. 
(a) HOME STATE AUTHORITY.—Except as otherwise provided 
in this section, the placement of nonadmitted insurance shall be 
subject to the statutory and regulatory requirements solely of the 
insured’s home State. 
(b) BROKER LICENSING.—No State other than an insured’s home 
State may require a surplus lines broker to be licensed in order 
to sell, solicit, or negotiate nonadmitted insurance with respect 
to such insured. 
(c) ENFORCEMENT PROVISION.—With respect to section 521 and 
subsections (a) and (b) of this section, any law, regulation, provision, 
or action of any State that applies or purports to apply to non-
admitted insurance sold to, solicited by, or negotiated with an 
insured whose home State is another State shall be preempted 
with respect to such application. 
(d) WORKERS’ COMPENSATION EXCEPTION.—This section may 
not be construed to preempt any State law, rule, or regulation 
that restricts the placement of workers’ compensation insurance 
or excess insurance for self-funded workers’ compensation plans 
with a nonadmitted insurer. 
SEC. 523. PARTICIPATION IN NATIONAL PRODUCER DATABASE. 
After the expiration of the 2-year period beginning on the 
date of the enactment of this subtitle, a State may not collect 
any fees relating to licensing of an individual or entity as a surplus 
lines broker in the State unless the State has in effect at such 
time laws or regulations that provide for participation by the State 
in the national insurance producer database of the NAIC, or any 
other equivalent uniform national database, for the licensure of 
surplus lines brokers and the renewal of such licenses. 
SEC. 524. UNIFORM STANDARDS FOR SURPLUS LINES ELIGIBILITY. 
A State may not— 
(1) impose eligibility requirements on, or otherwise estab-
lish eligibility criteria for, nonadmitted insurers domiciled in 
a United States jurisdiction, except in conformance with such 
requirements and criteria in sections 5A(2) and 5C(2)(a) of 
the Non-Admitted Insurance Model Act, unless the State has 
adopted nationwide uniform requirements, forms, and proce-
dures developed in accordance with section 521(b) of this sub-
title that include alternative nationwide uniform eligibility 
requirements; or 
(2) prohibit a surplus lines broker from placing non-
admitted insurance with, or procuring nonadmitted insurance 
from, a nonadmitted insurer domiciled outside the United 
States that is listed on the Quarterly Listing of Alien Insurers 
maintained by the International Insurers Department of the 
NAIC. 
15 USC 8204. 
Time period. 
15 USC 8203. 
15 USC 8202. 
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124 STAT. 1591 
PUBLIC LAW 111–203—JULY 21, 2010 
SEC. 525. STREAMLINED APPLICATION FOR COMMERCIAL PUR-
CHASERS. 
A surplus lines broker seeking to procure or place nonadmitted 
insurance in a State for an exempt commercial purchaser shall 
not be required to satisfy any State requirement to make a due 
diligence search to determine whether the full amount or type 
of insurance sought by such exempt commercial purchaser can 
be obtained from admitted insurers if— 
(1) the broker procuring or placing the surplus lines insur-
ance has disclosed to the exempt commercial purchaser that 
such insurance may or may not be available from the admitted 
market that may provide greater protection with more regu-
latory oversight; and 
(2) the exempt commercial purchaser has subsequently 
requested in writing the broker to procure or place such insur-
ance from a nonadmitted insurer. 
SEC. 526. GAO STUDY OF NONADMITTED INSURANCE MARKET. 
(a) IN GENERAL.—The Comptroller General of the United States 
shall conduct a study of the nonadmitted insurance market to 
determine the effect of the enactment of this part on the size 
and market share of the nonadmitted insurance market for pro-
viding coverage typically provided by the admitted insurance 
market. 
(b) CONTENTS.—The study shall determine and analyze— 
(1) the change in the size and market share of the non-
admitted insurance market and in the number of insurance 
companies and insurance holding companies providing such 
business in the 18-month period that begins upon the effective 
date of this subtitle; 
(2) the extent to which insurance coverage typically pro-
vided by the admitted insurance market has shifted to the 
nonadmitted insurance market; 
(3) the consequences of any change in the size and market 
share of the nonadmitted insurance market, including dif-
ferences in the price and availability of coverage available 
in both the admitted and nonadmitted insurance markets; 
(4) the extent to which insurance companies and insurance 
holding companies that provide both admitted and nonadmitted 
insurance have experienced shifts in the volume of business 
between admitted and nonadmitted insurance; and 
(5) the extent to which there has been a change in the 
number of individuals who have nonadmitted insurance poli-
cies, the type of coverage provided under such policies, and 
whether such coverage is available in the admitted insurance 
market. 
(c) CONSULTATION WITH NAIC.—In conducting the study under 
this section, the Comptroller General shall consult with the NAIC. 
(d) REPORT.—The Comptroller General shall complete the study 
under this section and submit a report to the Committee on 
Banking, Housing, and Urban Affairs of the Senate and the Com-
mittee on Financial Services of the House of Representatives 
regarding the findings of the study not later than 30 months after 
the effective date of this subtitle. 
SEC. 527. DEFINITIONS. 
For purposes of this part, the following definitions shall apply: 
15 USC 8206. 
Written request. 
15 USC 8205. 
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124 STAT. 1592 
PUBLIC LAW 111–203—JULY 21, 2010 
(1) ADMITTED
INSURER.—The term ‘‘admitted insurer’’ 
means, with respect to a State, an insurer licensed to engage 
in the business of insurance in such State. 
(2) AFFILIATE.—The term ‘‘affiliate’’ means, with respect 
to an insured, any entity that controls, is controlled by, or 
is under common control with the insured. 
(3) AFFILIATED GROUP.—The term ‘‘affiliated group’’ means 
any group of entities that are all affiliated. 
(4) CONTROL.—An entity has ‘‘control’’ over another entity 
if— 
(A) the entity directly or indirectly or acting through 
1 or more other persons owns, controls, or has the power 
to vote 25 percent or more of any class of voting securities 
of the other entity; or 
(B) the entity controls in any manner the election 
of a majority of the directors or trustees of the other entity. 
(5) EXEMPT COMMERCIAL PURCHASER.—The term ‘‘exempt 
commercial purchaser’’ means any person purchasing commer-
cial insurance that, at the time of placement, meets the fol-
lowing requirements: 
(A) The person employs or retains a qualified risk 
manager to negotiate insurance coverage. 
(B) The person has paid aggregate nationwide commer-
cial property and casualty insurance premiums in excess 
of $100,000 in the immediately preceding 12 months. 
(C)(i) The person meets at least 1 of the following 
criteria: 
(I) The person possesses a net worth in excess 
of $20,000,000, as such amount is adjusted pursuant 
to clause (ii). 
(II) The person generates annual revenues in 
excess of $50,000,000, as such amount is adjusted 
pursuant to clause (ii). 
(III) The person employs more than 500 full-time 
or full-time equivalent employees per individual 
insured or is a member of an affiliated group employing 
more than 1,000 employees in the aggregate. 
(IV) The person is a not-for-profit organization or 
public entity generating annual budgeted expenditures 
of at least $30,000,000, as such amount is adjusted 
pursuant to clause (ii). 
(V) The person is a municipality with a population 
in excess of 50,000 persons. 
(ii) Effective on the fifth January 1 occurring after 
the date of the enactment of this subtitle and each fifth 
January 1 occurring thereafter, the amounts in subclauses 
(I), (II), and (IV) of clause (i) shall be adjusted to reflect 
the percentage change for such 5-year period in the Con-
sumer Price Index for All Urban Consumers published 
by the Bureau of Labor Statistics of the Department of 
Labor. 
(6) HOME STATE.— 
(A) IN GENERAL.—Except as provided in subparagraph 
(B), the term ‘‘home State’’ means, with respect to an 
insured— 
Effective dates. 
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124 STAT. 1593 
PUBLIC LAW 111–203—JULY 21, 2010 
(i) the State in which an insured maintains its 
principal place of business or, in the case of an indi-
vidual, the individual’s principal residence; or 
(ii) if 100 percent of the insured risk is located 
out of the State referred to in clause (i), the State 
to which the greatest percentage of the insured’s tax-
able premium for that insurance contract is allocated. 
(B) AFFILIATED GROUPS.—If more than 1 insured from 
an affiliated group are named insureds on a single non-
admitted insurance contract, the term ‘‘home State’’ means 
the home State, as determined pursuant to subparagraph 
(A), of the member of the affiliated group that has the 
largest percentage of premium attributed to it under such 
insurance contract. 
(7) INDEPENDENTLY
PROCURED
INSURANCE.—The term 
‘‘independently procured insurance’’ means insurance procured 
directly by an insured from a nonadmitted insurer. 
(8) NAIC.—The term ‘‘NAIC’’ means the National Associa-
tion of Insurance Commissioners or any successor entity. 
(9) NONADMITTED
INSURANCE.—The term ‘‘nonadmitted 
insurance’’ means any property and casualty insurance per-
mitted to be placed directly or through a surplus lines broker 
with a nonadmitted insurer eligible to accept such insurance. 
(10) NON-ADMITTED
INSURANCE
MODEL
ACT.—The term 
‘‘Non-Admitted Insurance Model Act’’ means the provisions of 
the Non-Admitted Insurance Model Act, as adopted by the 
NAIC on August 3, 1994, and amended on September 30, 
1996, December 6, 1997, October 2, 1999, and June 8, 2002. 
(11) NONADMITTED
INSURER.—The term ‘‘nonadmitted 
insurer’’— 
(A) means, with respect to a State, an insurer not 
licensed to engage in the business of insurance in such 
State; but 
(B) does not include a risk retention group, as that 
term is defined in section 2(a)(4) of the Liability Risk 
Retention Act of 1986 (15 U.S.C. 3901(a)(4)). 
(12) PREMIUM TAX.—The term ‘‘premium tax’’ means, with 
respect to surplus lines or independently procured insurance 
coverage, any tax, fee, assessment, or other charge imposed 
by a government entity directly or indirectly based on any 
payment made as consideration for an insurance contract for 
such insurance, including premium deposits, assessments, reg-
istration fees, and any other compensation given in consider-
ation for a contract of insurance. 
(13) QUALIFIED RISK MANAGER.—The term ‘‘qualified risk 
manager’’ means, with respect to a policyholder of commercial 
insurance, a person who meets all of the following requirements: 
(A) The person is an employee of, or third-party 
consultant retained by, the commercial policyholder. 
(B) The person provides skilled services in loss preven-
tion, loss reduction, or risk and insurance coverage anal-
ysis, and purchase of insurance. 
(C) The person— 
(i)(I) has a bachelor’s degree or higher from an 
accredited college or university in risk management, 
business administration, finance, economics, or any 
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124 STAT. 1594 
PUBLIC LAW 111–203—JULY 21, 2010 
other field determined by a State insurance commis-
sioner or other State regulatory official or entity to 
demonstrate minimum competence in risk manage-
ment; and 
(II)(aa) has 3 years of experience in risk financing, 
claims administration, loss prevention, risk and insur-
ance analysis, or purchasing commercial lines of insur-
ance; or 
(bb) has— 
(AA) a designation as a Chartered Property 
and Casualty Underwriter (in this subparagraph 
referred to as ‘‘CPCU’’) issued by the American 
Institute for CPCU/Insurance Institute of America; 
(BB) a designation as an Associate in Risk 
Management (ARM) issued by the American 
Institute for CPCU/Insurance Institute of America; 
(CC) a designation as Certified Risk Manager 
(CRM) issued by the National Alliance for Insur-
ance Education & Research; 
(DD) a designation as a RIMS Fellow (RF) 
issued by the Global Risk Management Institute; 
or 
(EE) any other designation, certification, or 
license determined by a State insurance commis-
sioner or other State insurance regulatory official 
or entity to demonstrate minimum competency in 
risk management; 
(ii)(I) has at least 7 years of experience in risk 
financing, claims administration, loss prevention, risk 
and insurance coverage analysis, or purchasing 
commercial lines of insurance; and 
(II) has any 1 of the designations specified in 
subitems (AA) through (EE) of clause (i)(II)(bb); 
(iii) has at least 10 years of experience in risk 
financing, claims administration, loss prevention, risk 
and insurance coverage analysis, or purchasing 
commercial lines of insurance; or 
(iv) has a graduate degree from an accredited col-
lege or university in risk management, business 
administration, finance, economics, or any other field 
determined by a State insurance commissioner or other 
State regulatory official or entity to demonstrate min-
imum competence in risk management. 
(14) REINSURANCE.—The term ‘‘reinsurance’’ means the 
assumption by an insurer of all or part of a risk undertaken 
originally by another insurer. 
(15) SURPLUS
LINES
BROKER.—The term ‘‘surplus lines 
broker’’ means an individual, firm, or corporation which is 
licensed in a State to sell, solicit, or negotiate insurance on 
properties, risks, or exposures located or to be performed in 
a State with nonadmitted insurers. 
(16) STATE.—The term ‘‘State’’ includes any State of the 
United States, the District of Columbia, the Commonwealth 
of Puerto Rico, Guam, the Northern Mariana Islands, the Virgin 
Islands, and American Samoa. 
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124 STAT. 1595 
PUBLIC LAW 111–203—JULY 21, 2010 
PART II—REINSURANCE 
SEC. 531. REGULATION OF CREDIT FOR REINSURANCE AND REINSUR-
ANCE AGREEMENTS. 
(a) CREDIT FOR REINSURANCE.—If the State of domicile of a 
ceding insurer is an NAIC-accredited State, or has financial solvency 
requirements substantially similar to the requirements necessary 
for NAIC accreditation, and recognizes credit for reinsurance for 
the insurer’s ceded risk, then no other State may deny such credit 
for reinsurance. 
(b) ADDITIONAL PREEMPTION OF EXTRATERRITORIAL APPLICATION 
OF STATE LAW.—In addition to the application of subsection (a), 
all laws, regulations, provisions, or other actions of a State that 
is not the domiciliary State of the ceding insurer, except those 
with respect to taxes and assessments on insurance companies 
or insurance income, are preempted to the extent that they— 
(1) restrict or eliminate the rights of the ceding insurer 
or the assuming insurer to resolve disputes pursuant to contrac-
tual arbitration to the extent such contractual provision is 
not inconsistent with the provisions of title 9, United States 
Code; 
(2) require that a certain State’s law shall govern the 
reinsurance contract, disputes arising from the reinsurance 
contract, or requirements of the reinsurance contract; 
(3) attempt to enforce a reinsurance contract on terms 
different than those set forth in the reinsurance contract, to 
the extent that the terms are not inconsistent with this part; 
or 
(4) otherwise apply the laws of the State to reinsurance 
agreements of ceding insurers not domiciled in that State. 
SEC. 532. REGULATION OF REINSURER SOLVENCY. 
(a) DOMICILIARY STATE REGULATION.—If the State of domicile 
of a reinsurer is an NAIC-accredited State or has financial solvency 
requirements substantially similar to the requirements necessary 
for NAIC accreditation, such State shall be solely responsible for 
regulating the financial solvency of the reinsurer. 
(b) NONDOMICILIARY STATES.— 
(1) LIMITATION
ON
FINANCIAL
INFORMATION
REQUIRE-
MENTS.—If the State of domicile of a reinsurer is an NAIC- 
accredited State or has financial solvency requirements 
substantially similar to the requirements necessary for NAIC 
accreditation, no other State may require the reinsurer to pro-
vide any additional financial information other than the 
information the reinsurer is required to file with its domiciliary 
State. 
(2) RECEIPT OF INFORMATION.—No provision of this section 
shall be construed as preventing or prohibiting a State that 
is not the State of domicile of a reinsurer from receiving a 
copy of any financial statement filed with its domiciliary State. 
SEC. 533. DEFINITIONS. 
For purposes of this part, the following definitions shall apply: 
(1) CEDING INSURER.—The term ‘‘ceding insurer’’ means 
an insurer that purchases reinsurance. 
(2) DOMICILIARY STATE.—The terms ‘‘State of domicile’’ and 
‘‘domiciliary State’’ mean, with respect to an insurer or 
15 USC 8223. 
15 USC 8222. 
15 USC 8221. 
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124 STAT. 1596 
PUBLIC LAW 111–203—JULY 21, 2010 
reinsurer, the State in which the insurer or reinsurer is incor-
porated or entered through, and licensed. 
(3) NAIC.—The term ‘‘NAIC’’ means the National Associa-
tion of Insurance Commissioners or any successor entity. 
(4) REINSURANCE.—The term ‘‘reinsurance’’ means the 
assumption by an insurer of all or part of a risk undertaken 
originally by another insurer. 
(5) REINSURER.— 
(A) IN
GENERAL.—The term ‘‘reinsurer’’ means an 
insurer to the extent that the insurer— 
(i) is principally engaged in the business of reinsur-
ance; 
(ii) does not conduct significant amounts of direct 
insurance as a percentage of its net premiums; and 
(iii) is not engaged in an ongoing basis in the 
business of soliciting direct insurance. 
(B) DETERMINATION.—A determination of whether an 
insurer is a reinsurer shall be made under the laws of 
the State of domicile in accordance with this paragraph. 
(6) STATE.—The term ‘‘State’’ includes any State of the 
United States, the District of Columbia, the Commonwealth 
of Puerto Rico, Guam, the Northern Mariana Islands, the Virgin 
Islands, and American Samoa. 
PART III—RULE OF CONSTRUCTION 
SEC. 541. RULE OF CONSTRUCTION. 
Nothing in this subtitle or the amendments made by this sub-
title shall be construed to modify, impair, or supersede the applica-
tion of the antitrust laws. Any implied or actual conflict between 
this subtitle and any amendments to this subtitle and the antitrust 
laws shall be resolved in favor of the operation of the antitrust 
laws. 
SEC. 542. SEVERABILITY. 
If any section or subsection of this subtitle, or any application 
of such provision to any person or circumstance, is held to be 
unconstitutional, the remainder of this subtitle, and the application 
of the provision to any other person or circumstance, shall not 
be affected. 
TITLE VI—IMPROVEMENTS TO REGULA-
TION OF BANK AND SAVINGS ASSO-
CIATION HOLDING COMPANIES AND 
DEPOSITORY INSTITUTIONS 
SEC. 601. SHORT TITLE. 
This title may be cited as the ‘‘Bank and Savings Association 
Holding Company and Depository Institution Regulatory Improve-
ments Act of 2010’’. 
SEC. 602. DEFINITION. 
For purposes of this title, a company is a ‘‘commercial firm’’ 
if the annual gross revenues derived by the company and all of 
its affiliates from activities that are financial in nature (as defined 
12 USC 1815 
note. 
Bank and 
Savings 
Association 
Holding 
Company and 
Depository 
Institution 
Regulatory 
Improvements 
Act of 2010. 
12 USC 1811 
note. 
15 USC 8232. 
15 USC 8231. 
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124 STAT. 1597 
PUBLIC LAW 111–203—JULY 21, 2010 
in section 4(k) of the Bank Holding Company Act of 1956 (12 
U.S.C. 1843(k))) and, if applicable, from the ownership or control 
of one or more insured depository institutions, represent less than 
15 percent of the consolidated annual gross revenues of the com-
pany. 
SEC. 603. MORATORIUM AND STUDY ON TREATMENT OF CREDIT CARD 
BANKS, INDUSTRIAL LOAN COMPANIES, AND CERTAIN 
OTHER COMPANIES UNDER THE BANK HOLDING COMPANY 
ACT OF 1956. 
(a) MORATORIUM.— 
(1) DEFINITIONS.—In this subsection— 
(A) the term ‘‘credit card bank’’ means an institution 
described in section 2(c)(2)(F) of the Bank Holding Com-
pany Act of 1956 (12 U.S.C. 1841(c)(2)(F)); 
(B) the term ‘‘industrial bank’’ means an institution 
described in section 2(c)(2)(H) of the Bank Holding Com-
pany Act of 1956 (12 U.S.C. 1841(c)(2)(H)); and 
(C) the term ‘‘trust bank’’ means an institution 
described in section 2(c)(2)(D) of the Bank Holding Com-
pany Act of 1956 (12 U.S.C. 1841(c)(2)(D)). 
(2) MORATORIUM ON PROVISION OF DEPOSIT INSURANCE.— 
The Corporation may not approve an application for deposit 
insurance under section 5 of the Federal Deposit Insurance 
Act (12 U.S.C. 1815) that is received after November 23, 2009, 
for an industrial bank, a credit card bank, or a trust bank 
that is directly or indirectly owned or controlled by a commer-
cial firm. 
(3) CHANGE IN CONTROL.— 
(A) IN GENERAL.—Except as provided in subparagraph 
(B), the appropriate Federal banking agency shall dis-
approve a change in control, as provided in section 7(j) 
of the Federal Deposit Insurance Act (12 U.S.C. 1817(j)), 
of an industrial bank, a credit card bank, or a trust bank 
if the change in control would result in direct or indirect 
control of the industrial bank, credit card bank, or trust 
bank by a commercial firm. 
(B) EXCEPTIONS.—Subparagraph (A) shall not apply 
to a change in control of an industrial bank, credit card 
bank, or trust bank— 
(i) that— 
(I) is in danger of default, as determined by 
the appropriate Federal banking agency; 
(II) results from the merger or whole acquisi-
tion of a commercial firm that directly or indirectly 
controls the industrial bank, credit card bank, or 
trust bank in a bona fide merger with or acquisi-
tion by another commercial firm, as determined 
by the appropriate Federal banking agency; or 
(III) results from an acquisition of voting 
shares of a publicly traded company that controls 
an industrial bank, credit card bank, or trust bank, 
if, after the acquisition, the acquiring shareholder 
(or group of shareholders acting in concert) holds 
less than 25 percent of any class of the voting 
shares of the company; and 
12 USC 1815 
note. 
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124 STAT. 1598 
PUBLIC LAW 111–203—JULY 21, 2010 
(ii) that has obtained all regulatory approvals 
otherwise required for such change of control under 
any applicable Federal or State law, including section 
7(j) of the Federal Deposit Insurance Act (12 U.S.C. 
1817(j)). 
(4) SUNSET.—This subsection shall cease to have effect 
3 years after the date of enactment of this Act. 
(b) GOVERNMENT ACCOUNTABILITY OFFICE STUDY OF EXCEP-
TIONS UNDER THE BANK HOLDING COMPANY ACT OF 1956.— 
(1) STUDY
REQUIRED.—The Comptroller General of the 
United States shall carry out a study to determine whether 
it is necessary, in order to strengthen the safety and soundness 
of institutions or the stability of the financial system, to elimi-
nate the exceptions under section 2 of the Bank Holding Com-
pany Act of 1956 (12 U.S.C. 1841) for institutions described 
in— 
(A) section 2(a)(5)(E) of the Bank Holding Company 
Act of 1956 (12 U.S.C. 1841(a)(5)(E)); 
(B) section 2(a)(5)(F) of the Bank Holding Company 
Act of 1956 (12 U.S.C. 1841(a)(5)(F)); 
(C) section 2(c)(2)(D) of the Bank Holding Company 
Act of 1956 (12 U.S.C. 1841(c)(2)(D)); 
(D) section 2(c)(2)(F) of the Bank Holding Company 
Act of 1956 (12 U.S.C. 1841(c)(2)(F)); 
(E) section 2(c)(2)(H) of the Bank Holding Company 
Act of 1956 (12 U.S.C. 1841(c)(2)(H)); and 
(F) section 2(c)(2)(B) of the Bank Holding Company 
Act of 1956 (12 U.S.C. 1841(c)(2)(B)). 
(2) CONTENT OF STUDY.— 
(A) IN GENERAL.—The study required under paragraph 
(1), with respect to the institutions referenced in each 
of subparagraphs (A) through (E) of paragraph (1), shall, 
to the extent feasible be based on information provided 
to the Comptroller General by the appropriate Federal 
or State regulator, and shall— 
(i) identify the types and number of institutions 
excepted from section 2 of the Bank Holding Company 
Act of 1956 (12 U.S.C. 1841) under each of the subpara-
graphs described in subparagraphs (A) through (E) 
of paragraph (1); 
(ii) generally describe the size and geographic loca-
tions of the institutions described in clause (i); 
(iii) determine the extent to which the institutions 
described in clause (i) are held by holding companies 
that are commercial firms; 
(iv) determine whether the institutions described 
in clause (i) have any affiliates that are commercial 
firms; 
(v) identify the Federal banking agency responsible 
for the supervision of the institutions described in 
clause (i) on and after the transfer date; 
(vi) determine the adequacy of the Federal bank 
regulatory framework applicable to each category of 
institution described in clause (i), including any restric-
tions (including limitations on affiliate transactions or 
cross-marketing) that apply to transactions between 
VerDate Mar 15 2010 
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124 STAT. 1599 
PUBLIC LAW 111–203—JULY 21, 2010 
an institution, the holding company of the institution, 
and any other affiliate of the institution; and 
(vii) evaluate the potential consequences of sub-
jecting the institutions described in clause (i) to the 
requirements of the Bank Holding Company Act of 
1956, including with respect to the availability and 
allocation of credit, the stability of the financial system 
and the economy, the safe and sound operation of 
each category of institution, and the impact on the 
types of activities in which such institutions, and the 
holding companies of such institutions, may engage. 
(B) SAVINGS ASSOCIATIONS.—With respect to institu-
tions described in paragraph (1)(F), the study required 
under paragraph (1) shall— 
(i) determine the adequacy of the Federal bank 
regulatory framework applicable to such institutions, 
including any restrictions (including limitations on 
affiliate transactions or cross-marketing) that apply 
to transactions between an institution, the holding 
company of the institution, and any other affiliate of 
the institution; and 
(ii) evaluate the potential consequences of sub-
jecting the institutions described in paragraph (1)(F) 
to the requirements of the Bank Holding Company 
Act of 1956, including with respect to the availability 
and allocation of credit, the stability of the financial 
system and the economy, the safe and sound operation 
of such institutions, and the impact on the types of 
activities in which such institutions, and the holding 
companies of such institutions, may engage. 
(3) REPORT.—Not later than 18 months after the date of 
enactment of this Act, the Comptroller General shall submit 
to the Committee on Banking, Housing, and Urban Affairs 
of the Senate and the Committee on Financial Services of 
the House of Representatives a report on the study required 
under paragraph (1). 
SEC. 604. REPORTS AND EXAMINATIONS OF HOLDING COMPANIES; 
REGULATION OF FUNCTIONALLY REGULATED SUBSIDI-
ARIES. 
(a) REPORTS BY BANK HOLDING COMPANIES.—Sections 5(c)(1) 
of the Bank Holding Company Act of 1956 (12 U.S.C. 1844(c)(1)) 
is amended— 
(1) by striking subclause (A)(ii) and inserting the following: 
‘‘(ii) compliance by the bank holding company or 
subsidiary with— 
‘‘(I) this Act; 
‘‘(II) Federal laws that the Board has specific 
jurisdiction to enforce against the company or sub-
sidiary; and 
‘‘(III) other than in the case of an insured 
depository institution or functionally regulated 
subsidiary, any other applicable provision of Fed-
eral law.’’; 
(2) by striking subparagraph (B) and inserting the fol-
lowing: 
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124 STAT. 1600 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(B) USE OF EXISTING REPORTS AND OTHER SUPERVISORY 
INFORMATION.—The Board shall, to the fullest extent pos-
sible, use— 
‘‘(i) reports and other supervisory information that 
the bank holding company or any subsidiary thereof 
has been required to provide to other Federal or State 
regulatory agencies; 
‘‘(ii) externally audited financial statements of the 
bank holding company or subsidiary; 
‘‘(iii) information otherwise available from Federal 
or State regulatory agencies; and 
‘‘(iv) information that is otherwise required to be 
reported publicly.’’; and 
(3) by adding at the end the following: 
‘‘(C) AVAILABILITY.—Upon the request of the Board, 
the bank holding company or a subsidiary of the bank 
holding company shall promptly provide to the Board any 
information described in clauses (i) through (iii) of subpara-
graph (B).’’. 
(b) EXAMINATIONS
OF BANK HOLDING COMPANIES.—Section 
5(c)(2) of the Bank Holding Company Act of 1956 (12 U.S.C. 
1844(c)(2)) is amended to read as follows: 
‘‘(2) EXAMINATIONS.— 
‘‘(A) IN GENERAL.—Subject to subtitle B of the Con-
sumer Financial Protection Act of 2010, the Board may 
make examinations of a bank holding company and each 
subsidiary of a bank holding company in order to— 
‘‘(i) inform the Board of— 
‘‘(I) the nature of the operations and financial 
condition of the bank holding company and the 
subsidiary; 
‘‘(II) the financial, operational, and other risks 
within the bank holding company system that may 
pose a threat to— 
‘‘(aa) the safety and soundness of the bank 
holding company or of any depository institu-
tion subsidiary of the bank holding company; 
or 
‘‘(bb) the stability of the financial system 
of the United States; and 
‘‘(III) the systems of the bank holding company 
for monitoring and controlling the risks described 
in subclause (II); and 
‘‘(ii) monitor the compliance of the bank holding 
company and the subsidiary with— 
‘‘(I) this Act; 
‘‘(II) Federal laws that the Board has specific 
jurisdiction to enforce against the company or sub-
sidiary; and 
‘‘(III) other than in the case of an insured 
depository institution or functionally regulated 
subsidiary, any other applicable provisions of Fed-
eral law. 
‘‘(B) USE OF REPORTS TO REDUCE EXAMINATIONS.—For 
purposes of this paragraph, the Board shall, to the fullest 
extent possible, rely on— 
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124 STAT. 1601 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(i) examination reports made by other Federal 
or State regulatory agencies relating to a bank holding 
company and any subsidiary of a bank holding com-
pany; and 
‘‘(ii) the reports and other information required 
under paragraph (1). 
‘‘(C) COORDINATION
WITH
OTHER
REGULATORS.—The 
Board shall— 
‘‘(i) provide reasonable notice to, and consult with, 
the appropriate Federal banking agency, the Securities 
and Exchange Commission, the Commodity Futures 
Trading Commission, or State regulatory agency, as 
appropriate, for a subsidiary that is a depository 
institution or a functionally regulated subsidiary of 
a bank holding company before commencing an exam-
ination of the subsidiary under this section; and 
‘‘(ii) to the fullest extent possible, avoid duplication 
of examination activities, reporting requirements, and 
requests for information.’’. 
(c) AUTHORITY
TO
REGULATE
FUNCTIONALLY
REGULATED 
SUBSIDIARIES OF BANK HOLDING COMPANIES.—The Bank Holding 
Company Act of 1956 (12 U.S.C. 1841 et seq.) is amended— 
(1) in section 5(c)(5)(B) (12 U.S.C. 1844(c)(5)(B)), by striking 
clause (v) and inserting the following: 
‘‘(v) an entity that is subject to regulation by, 
or registration with, the Commodity Futures Trading 
Commission, with respect to activities conducted as 
a futures commission merchant, commodity trading 
adviser, commodity pool, commodity pool operator, 
swap execution facility, swap data repository, swap 
dealer, major swap participant, and activities that are 
incidental to such commodities and swaps activities.’’; 
and 
(2) by striking section 10A (12 U.S.C. 1848a). 
(d) ACQUISITIONS OF BANKS.—Section 3(c) of the Bank Holding 
Company Act of 1956 (12 U.S.C. 1842(c)) is amended by adding 
at the end the following: 
‘‘(7) FINANCIAL STABILITY.—In every case, the Board shall 
take into consideration the extent to which a proposed acquisi-
tion, merger, or consolidation would result in greater or more 
concentrated risks to the stability of the United States banking 
or financial system.’’. 
(e) ACQUISITIONS OF NONBANKS.— 
(1) NOTICE PROCEDURES.—Section 4(j)(2)(A) of the Bank 
Holding Company Act of 1956 (12 U.S.C. 1843(j)(2)(A)) is 
amended by striking ‘‘or unsound banking practices’’ and 
inserting ‘‘unsound banking practices, or risk to the stability 
of the United States banking or financial system’’. 
(2) ACTIVITIES THAT ARE FINANCIAL IN NATURE.—Section 
4(k)(6)(B) of the Bank Holding Company Act of 1956 (12 U.S.C. 
1843(k)(6)(B)) is amended to read as follows: 
‘‘(B) APPROVAL NOT REQUIRED FOR CERTAIN FINANCIAL 
ACTIVITIES.— 
‘‘(i) IN GENERAL.—Except as provided in subsection 
(j) with regard to the acquisition of a savings associa-
tion and clause (ii), a financial holding company may 
Notice. 
Consultation. 
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124 STAT. 1602 
PUBLIC LAW 111–203—JULY 21, 2010 
commence any activity, or acquire any company, pursu-
ant to paragraph (4) or any regulation prescribed or 
order issued under paragraph (5), without prior 
approval of the Board. 
‘‘(ii) EXCEPTION.—A financial holding company may 
not acquire a company, without the prior approval 
of the Board, in a transaction in which the total consoli-
dated assets to be acquired by the financial holding 
company exceed $10,000,000,000. 
‘‘(iii) HART-SCOTT-RODINO FILING REQUIREMENT.— 
Solely for purposes of section 7A(c)(8) of the Clayton 
Act (15 U.S.C. 18a(c)(8)), the transactions subject to 
the requirements of this paragraph shall be treated 
as if the approval of the Board is not required.’’. 
(f) BANK MERGER ACT TRANSACTIONS.—Section 18(c)(5) of the 
Federal Deposit Insurance Act (12 U.S.C. 1828(c)(5)) is amended, 
in the matter immediately following subparagraph (B), by striking 
‘‘and the convenience and needs of the community to be served’’ 
and inserting ‘‘the convenience and needs of the community to 
be served, and the risk to the stability of the United States banking 
or financial system’’. 
(g) REPORTS BY SAVINGS AND LOAN HOLDING COMPANIES.— 
Section 10(b)(2) of the Home Owners’ Loan Act (12 U.S.C. 
1467a(b)(2) is amended— 
(1) by striking ‘‘Each savings’’ and inserting the following: 
‘‘(A) IN GENERAL.—Each savings’’; and 
(2) by adding at the end the following: 
‘‘(B) USE OF EXISTING REPORTS AND OTHER SUPERVISORY 
INFORMATION.—The Board shall, to the fullest extent pos-
sible, use— 
‘‘(i) reports and other supervisory information that 
the savings and loan holding company or any sub-
sidiary thereof has been required to provide to other 
Federal or State regulatory agencies; 
‘‘(ii) externally audited financial statements of the 
savings and loan holding company or subsidiary; 
‘‘(iii) information that is otherwise available from 
Federal or State regulatory agencies; and 
‘‘(iv) information that is otherwise required to be 
reported publicly. 
‘‘(C) AVAILABILITY.—Upon the request of the Board, 
a savings and loan holding company or a subsidiary of 
a savings and loan holding company shall promptly provide 
to the Board any information described in clauses (i) 
through (iii) of subparagraph (B).’’. 
(h) EXAMINATION OF SAVINGS AND LOAN HOLDING COMPANIES.— 
(1) DEFINITIONS.—Section 2 of the Home Owners’ Loan 
Act (12 U.S.C. 1462) is amended by adding at the end the 
following: 
‘‘(10) APPROPRIATE FEDERAL BANKING AGENCY.—The term 
‘appropriate Federal banking agency’ has the same meaning 
as in section 3(q) of the Federal Deposit Insurance Act (12 
U.S.C. 1813(q)). 
‘‘(11) FUNCTIONALLY
REGULATED
SUBSIDIARY.—The term 
‘functionally regulated subsidiary’ has the same meaning as 
in section 5(c)(5) of the Bank Holding Company Act of 1956 
(12 U.S.C. 1844(c)(5)).’’. 
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124 STAT. 1603 
PUBLIC LAW 111–203—JULY 21, 2010 
(2) EXAMINATION.—Section 10(b) of the Home Owners’ Loan 
Act (12 U.S.C. 1467a(b)) is amended by striking paragraph 
(4) and inserting the following: 
‘‘(4) EXAMINATIONS.— 
‘‘(A) IN GENERAL.—Subject to subtitle B of the Con-
sumer Financial Protection Act of 2010, the Board may 
make examinations of a savings and loan holding company 
and each subsidiary of a savings and loan holding company 
system, in order to— 
‘‘(i) inform the Board of— 
‘‘(I) the nature of the operations and financial 
condition of the savings and loan holding company 
and the subsidiary; 
‘‘(II) the financial, operational, and other risks 
within the savings and loan holding company 
system that may pose a threat to— 
‘‘(aa) the safety and soundness of the 
savings and loan holding company or of any 
depository institution subsidiary of the savings 
and loan holding company; or 
‘‘(bb) the stability of the financial system 
of the United States; and 
‘‘(III) the systems of the savings and loan 
holding company for monitoring and controlling 
the risks described in subclause (II); and 
‘‘(ii) monitor the compliance of the savings and 
loan holding company and the subsidiary with— 
‘‘(I) this Act; 
‘‘(II) Federal laws that the Board has specific 
jurisdiction to enforce against the company or sub-
sidiary; and 
‘‘(III) other than in the case of an insured 
depository institution or functionally regulated 
subsidiary, any other applicable provisions of Fed-
eral law. 
‘‘(B) USE OF REPORTS TO REDUCE EXAMINATIONS.—For 
purposes of this subsection, the Board shall, to the fullest 
extent possible, rely on— 
‘‘(i) the examination reports made by other Federal 
or State regulatory agencies relating to a savings and 
loan holding company and any subsidiary; and 
‘‘(ii) the reports and other information required 
under paragraph (2). 
‘‘(C) COORDINATION
WITH
OTHER
REGULATORS.—The 
Board shall— 
‘‘(i) provide reasonable notice to, and consult with, 
the appropriate Federal banking agency, the Securities 
and Exchange Commission, the Commodity Futures 
Trading Commission, or State regulatory agency, as 
appropriate, for a subsidiary that is a depository 
institution or a functionally regulated subsidiary of 
a savings and loan holding company before com-
mencing an examination of the subsidiary under this 
section; and 
‘‘(ii) to the fullest extent possible, avoid duplication 
of examination activities, reporting requirements, and 
requests for information.’’. 
Notice. 
Consultation. 
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124 STAT. 1604 
PUBLIC LAW 111–203—JULY 21, 2010 
(i) DEFINITION
OF
THE TERM ‘‘SAVINGS
AND LOAN HOLDING 
COMPANY’’.—Section 10(a)(1)(D)(ii) of the Home Owners’ Loan Act 
(12 U.S.C. 1467a(a)(1)(D)(ii)) is amended to read as follows: 
‘‘(ii) EXCLUSION.—The term ‘savings and loan 
holding company’ does not include— 
‘‘(I) a bank holding company that is registered 
under, and subject to, the Bank Holding Company 
Act of 1956 (12 U.S.C. 1841 et seq.), or to any 
company directly or indirectly controlled by such 
company (other than a savings association); 
‘‘(II) a company that controls a savings associa-
tion that functions solely in a trust or fiduciary 
capacity as described in section 2(c)(2)(D) of the 
Bank Holding Company Act of 1956 (12 U.S.C. 
1841(c)(2)(D)); or 
‘‘(III) a company described in subsection 
(c)(9)(C) solely by virtue of such company’s control 
of an intermediate holding company established 
pursuant to section 10A.’’. 
(j) EFFECTIVE DATE.—The amendments made by this section 
shall take effect on the transfer date. 
SEC. 605. ASSURING CONSISTENT OVERSIGHT OF PERMISSIBLE 
ACTIVITIES OF DEPOSITORY INSTITUTION SUBSIDIARIES 
OF HOLDING COMPANIES. 
(a) IN GENERAL.—The Federal Deposit Insurance Act (12 U.S.C. 
1811 et seq.) is amended by inserting after section 25 the following 
new section: 
‘‘SEC. 26. ASSURING CONSISTENT OVERSIGHT OF SUBSIDIARIES OF 
HOLDING COMPANIES. 
‘‘(a) DEFINITIONS.—For purposes of this section: 
‘‘(1) BOARD.—The term ‘Board’ means the Board of Gov-
ernors of the Federal Reserve System. 
‘‘(2) FUNCTIONALLY
REGULATED
SUBSIDIARY.—The term 
‘functionally regulated subsidiary’ has the same meaning as 
in section 5(c)(5) of the Bank Holding Company Act. 
‘‘(3) LEAD
INSURED
DEPOSITORY
INSTITUTION.—The term 
‘lead insured depository institution’ has the same meaning as 
in section 2(o)(8) of the Bank Holding Company Act. 
‘‘(b) EXAMINATION REQUIREMENTS.—Subject to subtitle B of the 
Consumer Financial Protection Act of 2010, the Board shall examine 
the activities of a nondepository institution subsidiary (other than 
a functionally regulated subsidiary or a subsidiary of a depository 
institution) of a depository institution holding company that are 
permissible for the insured depository institution subsidiaries of 
the depository institution holding company in the same manner, 
subject to the same standards, and with the same frequency as 
would be required if such activities were conducted in the lead 
insured depository institution of the depository institution holding 
company. 
‘‘(c) STATE COORDINATION.— 
‘‘(1) CONSULTATION AND COORDINATION.—If a nondepository 
institution subsidiary is supervised by a State bank supervisor 
or other State regulatory authority, the Board, in conducting 
the examinations required in subsection (b), shall consult and 
coordinate with such State regulator. 
12 USC 1831c. 
12 USC 1462 
note. 
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124 STAT. 1605 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(2) 
ALTERNATING
EXAMINATIONS
PERMITTED.—The 
examinations required under subsection (b) may be conducted 
in joint or alternating manner with a State regulator, if the 
Board determines that an examination of a nondepository 
institution subsidiary conducted by the State carries out the 
purposes of this section. 
‘‘(d) APPROPRIATE FEDERAL BANKING AGENCY BACKUP EXAMINA-
TION AUTHORITY.— 
‘‘(1) IN GENERAL.—In the event that the Board does not 
conduct examinations required under subsection (b) in the same 
manner, subject to the same standards, and with the same 
frequency as would be required if such activities were conducted 
by the lead insured depository institution subsidiary of the 
depository institution holding company, the appropriate Federal 
banking agency for the lead insured depository institution may 
recommend in writing (which shall include a written expla-
nation of the concerns giving rise to the recommendation) that 
the Board perform the examination required under subsection 
(b). 
‘‘(2) EXAMINATION BY AN APPROPRIATE FEDERAL BANKING 
AGENCY.—If the Board does not, before the end of the 60- 
day period beginning on the date on which the Board receives 
a recommendation under paragraph (1), begin an examination 
as required under subsection (b) or provide a written expla-
nation or plan to the appropriate Federal banking agency 
making such recommendation responding to the concerns raised 
by the appropriate Federal banking agency for the lead insured 
depository institution, the appropriate Federal banking agency 
for the lead insured depository institution may, subject to the 
Consumer Financial Protection Act of 2010, examine the activi-
ties that are permissible for a depository institution subsidiary 
conducted by such nondepository institution subsidiary (other 
than a functionally regulated subsidiary or a subsidiary of 
a depository institution) of the depository institution holding 
company as if the nondepository institution subsidiary were 
an insured depository institution for which the appropriate 
Federal banking agency of the lead insured depository institu-
tion was the appropriate Federal banking agency, to determine 
whether the activities— 
‘‘(A) pose a material threat to the safety and soundness 
of any insured depository institution subsidiary of the 
depository institution holding company; 
‘‘(B) are conducted in accordance with applicable Fed-
eral law; and 
‘‘(C) are subject to appropriate systems for monitoring 
and controlling the financial, operating, and other material 
risks of the activities that may pose a material threat 
to the safety and soundness of the insured depository 
institution subsidiaries of the holding company. 
‘‘(3) AGENCY COORDINATION WITH THE BOARD.—An appro-
priate Federal banking agency that conducts an examination 
pursuant to paragraph (2) shall coordinate examination of the 
activities of nondepository institution subsidiaries described in 
subsection (b) with the Board in a manner that— 
‘‘(A) avoids duplication; 
‘‘(B) shares information relevant to the supervision 
of the depository institution holding company; 
Time period. 
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124 STAT. 1606 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(C) achieves the objectives of subsection (b); and 
‘‘(D) ensures that the depository institution holding 
company and the subsidiaries of the depository institution 
holding company are not subject to conflicting supervisory 
demands by such agency and the Board. 
‘‘(4) FEE PERMITTED FOR EXAMINATION COSTS.—An appro-
priate Federal banking agency that conducts an examination 
or enforcement action pursuant to this section may collect an 
assessment, fee, or such other charge from the subsidiary as 
the appropriate Federal banking agency determines necessary 
or appropriate to carry out the responsibilities of the appro-
priate Federal banking agency in connection with such exam-
ination. 
‘‘(e) REFERRALS FOR ENFORCEMENT BY APPROPRIATE FEDERAL 
BANKING AGENCY.— 
‘‘(1) RECOMMENDATION
OF
ENFORCEMENT
ACTION.—The 
appropriate Federal banking agency for the lead insured deposi-
tory institution, based upon its examination of a nondepository 
institution subsidiary conducted pursuant to subsection (d), 
or other relevant information, may submit to the Board, in 
writing, a recommendation that the Board take enforcement 
action against such nondepository institution subsidiary, 
together with an explanation of the concerns giving rise to 
the recommendation, if the appropriate Federal banking agency 
determines (by a vote of its members, if applicable) that the 
activities of the nondepository institution subsidiary pose a 
material threat to the safety and soundness of any insured 
depository institution subsidiary of the depository institution 
holding company. 
‘‘(2) BACK-UP
AUTHORITY
OF
THE
APPROPRIATE
FEDERAL 
BANKING AGENCY.—If, within the 60-day period beginning on 
the date on which the Board receives a recommendation under 
paragraph (1), the Board does not take enforcement action 
against the nondepository institution subsidiary or provide a 
plan for supervisory or enforcement action that is acceptable 
to the appropriate Federal banking agency that made the rec-
ommendation pursuant to paragraph (1), such agency may take 
the recommended enforcement action against the nondepository 
institution subsidiary, in the same manner as if the nondeposi-
tory institution subsidiary were an insured depository institu-
tion for which the agency was the appropriate Federal banking 
agency. 
‘‘(f) COORDINATION AMONG APPROPRIATE FEDERAL BANKING 
AGENCIES.—Each Federal banking agency, prior to or when exer-
cising authority under subsection (d) or (e) shall— 
‘‘(1) provide reasonable notice to, and consult with, the 
appropriate Federal banking agency or State bank supervisor 
(or other State regulatory agency) of the nondepository institu-
tion subsidiary of a depository institution holding company 
that is described in subsection (d) before commencing any exam-
ination of the subsidiary; 
‘‘(2) to the fullest extent possible— 
‘‘(A) rely on the examinations, inspections, and reports 
of the appropriate Federal banking agency or the State 
bank supervisor (or other State regulatory agency) of the 
subsidiary; 
Notice. 
Consultation. 
Time period. 
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124 STAT. 1607 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(B) avoid duplication of examination activities, 
reporting requirements, and requests for information; and 
‘‘(C) ensure that the depository institution holding com-
pany and the subsidiaries of the depository institution 
holding company are not subject to conflicting supervisory 
demands by the appropriate Federal banking agencies. 
‘‘(g) RULE OF CONSTRUCTION.—No provision of this section shall 
be construed as limiting any authority of the Board, the Corpora-
tion, or the Comptroller of the Currency under any other provision 
of law.’’. 
(b) EFFECTIVE DATE.—The amendment made by subsection (a) 
shall take effect on the transfer date. 
SEC. 606. REQUIREMENTS FOR FINANCIAL HOLDING COMPANIES TO 
REMAIN WELL CAPITALIZED AND WELL MANAGED. 
(a) AMENDMENT.—Section 4(l)(1) of the Bank Holding Company 
Act of 1956 (12 U.S.C. 1843(l)(1)) is amended— 
(1) in subparagraph (B), by striking ‘‘and’’ at the end; 
(2) by redesignating subparagraph (C) as subparagraph 
(D); 
(3) by inserting after subparagraph (B) the following: 
‘‘(C) the bank holding company is well capitalized and 
well managed; and’’; and 
(4) in subparagraph (D)(ii), as so redesignated, by striking 
‘‘subparagraphs (A) and (B)’’ and inserting ‘‘subparagraphs (A), 
(B), and (C)’’. 
(b) HOME OWNERS’ LOAN ACT AMENDMENT.—Section 10(c)(2) 
of the Home Owners’ Loan Act (12 U.S.C. 1467a(c)(2)) is amended 
by adding at the end the following new subparagraph: 
‘‘(H) Any activity that is permissible for a financial 
holding company (as such term is defined under section 
2(p) of the Bank Holding Company Act of 1956 (12 U.S.C. 
1841(p)) to conduct under section 4(k) of the Bank Holding 
Company Act of 1956 if— 
‘‘(i) the savings and loan holding company meets 
all of the criteria to qualify as a financial holding 
company, and complies with all of the requirements 
applicable to a financial holding company, under sec-
tions 4(l) and 4(m) of the Bank Holding Company 
Act and section 804(c) of the Community Reinvestment 
Act of 1977 (12 U.S.C. 2903(c)) as if the savings and 
loan holding company was a bank holding company; 
and 
‘‘(ii) the savings and loan holding company con-
ducts the activity in accordance with the same terms, 
conditions, and requirements that apply to the conduct 
of such activity by a bank holding company under 
the Bank Holding Company Act of 1956 and the 
Board’s regulations and interpretations under such 
Act.’’. 
(c) EFFECTIVE DATE.—The amendments made by this section 
shall take effect on the transfer date. 
SEC. 607. STANDARDS FOR INTERSTATE ACQUISITIONS. 
(a) ACQUISITION
OF BANKS.—Section 3(d)(1)(A) of the Bank 
Holding Company Act of 1956 (12 U.S.C. 1842(d)(1)(A)) is amended 
by striking ‘‘adequately capitalized and adequately managed’’ and 
inserting ‘‘well capitalized and well managed’’. 
12 USC 1467a 
note. 
12 USC 1831c 
note. 
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124 STAT. 1608 
PUBLIC LAW 111–203—JULY 21, 2010 
(b) INTERSTATE BANK MERGERS.—Section 44(b)(4)(B) of the Fed-
eral Deposit Insurance Act (12 U.S.C. 1831u(b)(4)(B)) is amended 
by striking ‘‘will continue to be adequately capitalized and ade-
quately managed’’ and inserting ‘‘will be well capitalized and well 
managed’’. 
(c) EFFECTIVE DATE.—The amendments made by this section 
shall take effect on the transfer date. 
SEC. 608. ENHANCING EXISTING RESTRICTIONS ON BANK TRANS-
ACTIONS WITH AFFILIATES. 
(a) AFFILIATE TRANSACTIONS.—Section 23A of the Federal 
Reserve Act (12 U.S.C. 371c) is amended— 
(1) in subsection (b)— 
(A) in paragraph (1), by striking subparagraph (D) 
and inserting the following: 
‘‘(D) any investment fund with respect to which a 
member bank or affiliate thereof is an investment adviser; 
and’’; and 
(B) in paragraph (7)— 
(i) in subparagraph (A), by inserting before the 
semicolon at the end the following: ‘‘, including a pur-
chase of assets subject to an agreement to repurchase’’; 
(ii) in subparagraph (C), by striking ‘‘, including 
assets subject to an agreement to repurchase,’’; 
(iii) in subparagraph (D)— 
(I) by inserting ‘‘or other debt obligations’’ after 
‘‘acceptance of securities’’; and 
(II) by striking ‘‘or’’ at the end; and 
(iv) by adding at the end the following: 
‘‘(F) a transaction with an affiliate that involves the 
borrowing or lending of securities, to the extent that the 
transaction causes a member bank or a subsidiary to have 
credit exposure to the affiliate; or 
‘‘(G) a derivative transaction, as defined in paragraph 
(3) of section 5200(b) of the Revised Statutes of the United 
States (12 U.S.C. 84(b)), with an affiliate, to the extent 
that the transaction causes a member bank or a subsidiary 
to have credit exposure to the affiliate;’’; 
(2) in subsection (c)— 
(A) in paragraph (1)— 
(i) in the matter preceding subparagraph (A), by 
striking ‘‘subsidiary’’ and all that follows through ‘‘time 
of the transaction’’ and inserting ‘‘subsidiary, and any 
credit exposure of a member bank or a subsidiary 
to an affiliate resulting from a securities borrowing 
or lending transaction, or a derivative transaction, 
shall be secured at all times’’; and 
(ii) in each of subparagraphs (A) through (D), by 
striking ‘‘or letter of credit’’ and inserting ‘‘letter of 
credit, or credit exposure’’; 
(B) by striking paragraph (2); 
(C) by redesignating paragraphs (3) through (5) as 
paragraphs (2) through (4), respectively; 
(D) in paragraph (2), as so redesignated, by inserting 
before the period at the end ‘‘, or credit exposure to an 
affiliate resulting from a securities borrowing or lending 
transaction, or derivative transaction’’; and 
12 USC 1831u 
note. 
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124 STAT. 1609 
PUBLIC LAW 111–203—JULY 21, 2010 
(E) in paragraph (3), as so redesignated— 
(i) by inserting ‘‘or other debt obligations’’ after 
‘‘securities’’; and 
(ii) by striking ‘‘or guarantee’’ and all that follows 
through ‘‘behalf of,’’ and inserting ‘‘guarantee, accept-
ance, or letter of credit issued on behalf of, or credit 
exposure from a securities borrowing or lending trans-
action, or derivative transaction to,’’; 
(3) in subsection (d)(4), in the matter preceding subpara-
graph (A), by striking ‘‘or issuing’’ and all that follows through 
‘‘behalf of,’’ and inserting ‘‘issuing a guarantee, acceptance, 
or letter of credit on behalf of, or having credit exposure 
resulting from a securities borrowing or lending transaction, 
or derivative transaction to,’’; and 
(4) in subsection (f)— 
(A) in paragraph (2)— 
(i) by striking ‘‘or order’’; 
(ii) by striking ‘‘if it finds’’ and all that follows 
through the end of the paragraph and inserting the 
following: ‘‘if— 
‘‘(i) the Board finds the exemption to be in the 
public interest and consistent with the purposes of 
this section, and notifies the Federal Deposit Insurance 
Corporation of such finding; and 
‘‘(ii) before the end of the 60-day period beginning 
on the date on which the Federal Deposit Insurance 
Corporation receives notice of the finding under clause 
(i), the Federal Deposit Insurance Corporation does 
not object, in writing, to the finding, based on a deter-
mination that the exemption presents an unacceptable 
risk to the Deposit Insurance Fund.’’; 
(iii) by striking the Board and inserting the fol-
lowing: 
‘‘(A) IN GENERAL.—The Board’’; and 
(iv) by adding at the end the following: 
‘‘(B) ADDITIONAL EXEMPTIONS.— 
‘‘(i) NATIONAL BANKS.—The Comptroller of the Cur-
rency may, by order, exempt a transaction of a national 
bank from the requirements of this section if— 
‘‘(I) the Board and the Office of the Comp-
troller of the Currency jointly find the exemption 
to be in the public interest and consistent with 
the purposes of this section and notify the Federal 
Deposit Insurance Corporation of such finding; and 
‘‘(II) before the end of the 60-day period begin-
ning on the date on which the Federal Deposit 
Insurance Corporation receives notice of the 
finding under subclause (I), the Federal Deposit 
Insurance Corporation does not object, in writing, 
to the finding, based on a determination that the 
exemption presents an unacceptable risk to the 
Deposit Insurance Fund. 
‘‘(ii) STATE BANKS.—The Federal Deposit Insurance 
Corporation may, by order, exempt a transaction of 
a State nonmember bank, and the Board may, by order, 
exempt a transaction of a State member bank, from 
the requirements of this section if— 
Time period. 
Notice. 
Notification. 
Time period. 
Notice. 
Notification. 
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124 STAT. 1610 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(I) the Board and the Federal Deposit Insur-
ance Corporation jointly find that the exemption 
is in the public interest and consistent with the 
purposes of this section; and 
‘‘(II) the Federal Deposit Insurance Corpora-
tion finds that the exemption does not present 
an unacceptable risk to the Deposit Insurance 
Fund.’’; and 
(B) by adding at the end the following: 
‘‘(4) AMOUNTS OF COVERED TRANSACTIONS.—The Board may 
issue such regulations or interpretations as the Board deter-
mines are necessary or appropriate with respect to the manner 
in which a netting agreement may be taken into account in 
determining the amount of a covered transaction between a 
member bank or a subsidiary and an affiliate, including the 
extent to which netting agreements between a member bank 
or a subsidiary and an affiliate may be taken into account 
in determining whether a covered transaction is fully secured 
for purposes of subsection (d)(4). An interpretation under this 
paragraph with respect to a specific member bank, subsidiary, 
or affiliate shall be issued jointly with the appropriate Federal 
banking agency for such member bank, subsidiary, or affiliate.’’. 
(b) TRANSACTIONS WITH AFFILIATES.—Section 23B(e) of the Fed-
eral Reserve Act (12 U.S.C. 371c–1(e)) is amended— 
(1) by striking the undesignated matter following subpara-
graph (B); 
(2) by redesignating subparagraphs (A) and (B) as clauses 
(i) and (ii), respectively, and adjusting the clause margins 
accordingly; 
(3) by redesignating paragraphs (1) and (2) as subpara-
graphs (A) and (B), respectively, and adjusting the subpara-
graph margins accordingly; 
(4) by striking ‘‘The Board’’ and inserting the following: 
‘‘(1) IN GENERAL.—The Board’’; 
(5) in paragraph (1)(B), as so redesignated— 
(A) in the matter preceding clause (i), by inserting 
before ‘‘regulations’’ the following: ‘‘subject to paragraph 
(2), if the Board finds that an exemption or exclusion 
is in the public interest and is consistent with the purposes 
of this section, and notifies the Federal Deposit Insurance 
Corporation of such finding,’’; and 
(B) in clause (ii), by striking the comma at the end 
and inserting a period; and 
(6) by adding at the end the following: 
‘‘(2) EXCEPTION.—The Board may grant an exemption or 
exclusion under this subsection only if, during the 60-day period 
beginning on the date of receipt of notice of the finding from 
the Board under paragraph (1)(B), the Federal Deposit Insur-
ance Corporation does not object, in writing, to such exemption 
or exclusion, based on a determination that the exemption 
presents an unacceptable risk to the Deposit Insurance Fund.’’. 
(c) HOME OWNERS’ LOAN ACT.—Section 11 of the Home Owners’ 
Loan Act (12 U.S.C. 1468) is amended by adding at the end the 
following: 
‘‘(d) EXEMPTIONS.— 
Time period. 
Notice. 
Notification. 
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124 STAT. 1611 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(1) FEDERAL SAVINGS ASSOCIATIONS.—The Comptroller of 
the Currency may, by order, exempt a transaction of a Federal 
savings association from the requirements of this section if— 
‘‘(A) the Board and the Office of the Comptroller of 
the Currency jointly find the exemption to be in the public 
interest and consistent with the purposes of this section 
and notify the Federal Deposit Insurance Corporation of 
such finding; and 
‘‘(B) before the end of the 60-day period beginning 
on the date on which the Federal Deposit Insurance Cor-
poration receives notice of the finding under subparagraph 
(A), the Federal Deposit Insurance Corporation does not 
object, in writing, to the finding, based on a determination 
that the exemption presents an unacceptable risk to the 
Deposit Insurance Fund. 
‘‘(2) STATE
SAVINGS
ASSOCIATION.—The Federal Deposit 
Insurance Corporation may, by order, exempt a transaction 
of a State savings association from the requirements of this 
section if the Board and the Federal Deposit Insurance Corpora-
tion jointly find that— 
‘‘(A) the exemption is in the public interest and con-
sistent with the purposes of this section; and 
‘‘(B) the exemption does not present an unacceptable 
risk to the Deposit Insurance Fund.’’. 
(d) EFFECTIVE DATE.—The amendments made by this section 
shall take effect 1 year after the transfer date. 
SEC. 609. ELIMINATING EXCEPTIONS FOR TRANSACTIONS WITH FINAN-
CIAL SUBSIDIARIES. 
(a) AMENDMENT.—Section 23A(e) of the Federal Reserve Act 
(12 U.S.C. 371c(e)) is amended— 
(1) by striking paragraph (3); and 
(2) by redesignating paragraph (4) as paragraph (3). 
(b) PROSPECTIVE APPLICATION OF AMENDMENT.—The amend-
ments made by this section shall apply with respect to any covered 
transaction between a bank and a subsidiary of the bank, as those 
terms are defined in section 23A of the Federal Reserve Act (12 
U.S.C. 371c), that is entered into on or after the date of enactment 
of this Act. 
(c) EFFECTIVE DATE.—The amendments made by this section 
shall take effect 1 year after the transfer date. 
SEC. 610. LENDING LIMITS APPLICABLE TO CREDIT EXPOSURE ON 
DERIVATIVE TRANSACTIONS, REPURCHASE AGREEMENTS, 
REVERSE REPURCHASE AGREEMENTS, AND SECURITIES 
LENDING AND BORROWING TRANSACTIONS. 
(a) NATIONAL BANKS.—Section 5200(b) of the Revised Statutes 
of the United States (12 U.S.C. 84(b)) is amended— 
(1) in paragraph (1), by striking ‘‘shall include’’ and all 
that follows through the end of the paragraph and inserting 
the following: ‘‘shall include— 
‘‘(A) all direct or indirect advances of funds to a person 
made on the basis of any obligation of that person to 
repay the funds or repayable from specific property pledged 
by or on behalf of the person; 
‘‘(B) to the extent specified by the Comptroller of the 
Currency, any liability of a national banking association 
12 USC 371c 
note. 
12 USC 371c 
note. 
12 USC 371c 
note. 
Time period. 
Notice. 
Notification. 
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124 STAT. 1612 
PUBLIC LAW 111–203—JULY 21, 2010 
to advance funds to or on behalf of a person pursuant 
to a contractual commitment; and 
‘‘(C) any credit exposure to a person arising from a 
derivative transaction, repurchase agreement, reverse 
repurchase agreement, securities lending transaction, or 
securities borrowing transaction between the national 
banking association and the person;’’; 
(2) in paragraph (2), by striking the period at the end 
and inserting ‘‘; and’’; and 
(3) by adding at the end the following: 
‘‘(3) the term ‘derivative transaction’ includes any trans-
action that is a contract, agreement, swap, warrant, note, or 
option that is based, in whole or in part, on the value of, 
any interest in, or any quantitative measure or the occurrence 
of any event relating to, one or more commodities, securities, 
currencies, interest or other rates, indices, or other assets.’’. 
(b) SAVINGS
ASSOCIATIONS.—Section 5(u)(3) of the Home 
Owners’ Loan Act (12 U.S.C. 1464(u)(3)) is amended by striking 
‘‘Director’’ each place that term appears and inserting ‘‘Comptroller 
of the Currency’’. 
(c) EFFECTIVE DATE.—The amendments made by this section 
shall take effect 1 year after the transfer date. 
SEC. 611. CONSISTENT TREATMENT OF DERIVATIVE TRANSACTIONS 
IN LENDING LIMITS. 
(a) AMENDMENT.—Section 18 of the Federal Deposit Insurance 
Act (12 U.S.C. 1828) is amended by adding at the end the following: 
‘‘(y) STATE LENDING LIMIT TREATMENT OF DERIVATIVES TRANS-
ACTIONS.—An insured State bank may engage in a derivative trans-
action, as defined in section 5200(b)(3) of the Revised Statutes 
of the United States (12 U.S.C. 84(b)(3)), only if the law with 
respect to lending limits of the State in which the insured State 
bank is chartered takes into consideration credit exposure to deriva-
tive transactions.’’. 
(b) EFFECTIVE DATE.—The amendment made by this section 
shall take effect 18 months after the transfer date. 
SEC. 612. RESTRICTION ON CONVERSIONS OF TROUBLED BANKS. 
(a) CONVERSION OF A NATIONAL BANKING ASSOCIATION.—The 
Act entitled ‘‘An Act to provide for the conversion of national 
banking associations into and their merger or consolidation with 
State banks, and for other purposes.’’ (12 U.S.C. 214 et seq.) is 
amended by adding at the end the following: 
‘‘SEC. 10. PROHIBITION ON CONVERSION. 
‘‘A national banking association may not convert to a State 
bank or State savings association during any period in which the 
national banking association is subject to a cease and desist order 
(or other formal enforcement order) issued by, or a memorandum 
of understanding entered into with, the Comptroller of the Currency 
with respect to a significant supervisory matter.’’. 
(b) CONVERSION OF A STATE BANK OR SAVINGS ASSOCIATION.— 
Section 5154 of the Revised Statutes of the United States (12 
U.S.C. 35) is amended by adding at the end the following: ‘‘The 
Comptroller of the Currency may not approve the conversion of 
a State bank or State savings association to a national banking 
association or Federal savings association during any period in 
which the State bank or State savings association is subject to 
12 USC 214d. 
12 USC 1828 
note. 
12 USC 84 note. 
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124 STAT. 1613 
PUBLIC LAW 111–203—JULY 21, 2010 
a cease and desist order (or other formal enforcement order) issued 
by, or a memorandum of understanding entered into with, a State 
bank supervisor or the appropriate Federal banking agency with 
respect to a significant supervisory matter or a final enforcement 
action by a State Attorney General.’’. 
(c) CONVERSION OF A FEDERAL SAVINGS ASSOCIATION.—Section 
5(i) of the Home Owners’ Loan Act (12 U.S.C. 1464(i)) is amended 
by adding at the end the following: 
‘‘(6) LIMITATION
ON
CERTAIN
CONVERSIONS
BY
FEDERAL 
SAVINGS ASSOCIATIONS.—A Federal savings association may not 
convert to a State bank or State savings association during 
any period in which the Federal savings association is subject 
to a cease and desist order (or other formal enforcement order) 
issued by, or a memorandum of understanding entered into 
with, the Office of Thrift Supervision or the Comptroller of 
the Currency with respect to a significant supervisory matter.’’. 
(d) EXCEPTION.—The prohibition on the approval of conversions 
under the amendments made by subsections (a), (b), and (c) shall 
not apply, if— 
(1) the Federal banking agency that would be the appro-
priate Federal banking agency after the proposed conversion 
gives the appropriate Federal banking agency or State bank 
supervisor that issued the cease and desist order (or other 
formal enforcement order) or memorandum of understanding, 
as appropriate, written notice of the proposed conversion 
including a plan to address the significant supervisory matter 
in a manner that is consistent with the safe and sound oper-
ation of the institution; 
(2) within 30 days of receipt of the written notice required 
under paragraph (1), the appropriate Federal banking agency 
or State bank supervisor that issued the cease and desist order 
(or other formal enforcement order) or memorandum of under-
standing, as appropriate, does not object to the conversion 
or the plan to address the significant supervisory matter; 
(3) after conversion of the insured depository institution, 
the appropriate Federal banking agency after the conversion 
implements such plan; and 
(4) in the case of a final enforcement action by a State 
Attorney General, approval of the conversion is conditioned 
on compliance by the insured depository institution with the 
terms of such final enforcement action. 
(e) NOTIFICATION OF PENDING ENFORCEMENT ACTIONS.— 
(1) COPY OF CONVERSION APPLICATION.—At the time an 
insured depository institution files a conversion application, 
the insured depository institution shall transmit a copy of the 
conversion application to— 
(A) the appropriate Federal banking agency for the 
insured depository institution; and 
(B) the Federal banking agency that would be the 
appropriate Federal banking agency of the insured deposi-
tory institution after the proposed conversion. 
(2) NOTIFICATION
AND
ACCESS
TO
INFORMATION.—Upon 
receipt of a copy of the application described in paragraph 
(1), the appropriate Federal banking agency for the insured 
depository institution proposing the conversion shall— 
(A) notify the Federal banking agency that would be 
the appropriate Federal banking agency for the institution 
12 USC 35 note. 
Deadline. 
Notice. 
12 USC 35 note. 
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124 STAT. 1614 
PUBLIC LAW 111–203—JULY 21, 2010 
after the proposed conversion in writing of any ongoing 
supervisory or investigative proceedings that the appro-
priate Federal banking agency for the institution proposing 
to convert believes is likely to result, in the near term 
and absent the proposed conversion, in a cease and desist 
order (or other formal enforcement order) or memorandum 
of understanding with respect to a significant supervisory 
matter; and 
(B) provide the Federal banking agency that would 
be the appropriate Federal banking agency for the institu-
tion after the proposed conversion access to all investigative 
and supervisory information relating to the proceedings 
described in subparagraph (A). 
SEC. 613. DE NOVO BRANCHING INTO STATES. 
(a) NATIONAL BANKS.—Section 5155(g)(1)(A) of the Revised Stat-
utes of the United States (12 U.S.C. 36(g)(1)(A)) is amended to 
read as follows: 
‘‘(A) the law of the State in which the branch is located, 
or is to be located, would permit establishment of the 
branch, if the national bank were a State bank chartered 
by such State; and’’. 
(b) STATE INSURED BANKS.—Section 18(d)(4)(A)(i) of the Federal 
Deposit Insurance Act (12 U.S.C. 1828(d)(4)(A)(i)) is amended to 
read as follows: 
‘‘(i) the law of the State in which the branch is 
located, or is to be located, would permit establishment 
of the branch, if the bank were a State bank chartered 
by such State; and’’. 
SEC. 614. LENDING LIMITS TO INSIDERS. 
(a) EXTENSIONS OF CREDIT.—Section 22(h)(9)(D)(i) of the Fed-
eral Reserve Act (12 U.S.C. 375b(9)(D)(i)) is amended— 
(1) by striking the period at the end and inserting ‘‘; or’’; 
(2) by striking ‘‘a person’’ and inserting ‘‘the person’’; 
(3) by striking ‘‘extends credit by making’’ and inserting 
the following: ‘‘extends credit to a person by— 
‘‘(I) making’’; and 
(4) by adding at the end the following: 
‘‘(II) having credit exposure to the person 
arising from a derivative transaction (as defined 
in section 5200(b) of the Revised Statutes of the 
United States (12 U.S.C. 84(b))), repurchase agree-
ment, reverse repurchase agreement, securities 
lending transaction, or securities borrowing trans-
action between the member bank and the person.’’. 
(b) EFFECTIVE DATE.—The amendments made by this section 
shall take effect 1 year after the transfer date. 
SEC. 615. LIMITATIONS ON PURCHASES OF ASSETS FROM INSIDERS. 
(a) AMENDMENT TO THE FEDERAL DEPOSIT INSURANCE ACT.— 
Section 18 of the Federal Deposit Insurance Act (12 U.S.C. 1828) 
is amended by adding at the end the following: 
‘‘(z) GENERAL PROHIBITION ON SALE OF ASSETS.— 
‘‘(1) IN GENERAL.—An insured depository institution may 
not purchase an asset from, or sell an asset to, an executive 
officer, director, or principal shareholder of the insured deposi-
tory institution, or any related interest of such person (as 
12 USC 375b 
note. 
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124 STAT. 1615 
PUBLIC LAW 111–203—JULY 21, 2010 
such terms are defined in section 22(h) of Federal Reserve 
Act), unless— 
‘‘(A) the transaction is on market terms; and 
‘‘(B) if the transaction represents more than 10 percent 
of the capital stock and surplus of the insured depository 
institution, the transaction has been approved in advance 
by a majority of the members of the board of directors 
of the insured depository institution who do not have an 
interest in the transaction. 
‘‘(2) RULEMAKING.—The Board of Governors of the Federal 
Reserve System may issue such rules as may be necessary 
to define terms and to carry out the purposes this subsection. 
Before proposing or adopting a rule under this paragraph, 
the Board of Governors of the Federal Reserve System shall 
consult with the Comptroller of the Currency and the Corpora-
tion as to the terms of the rule.’’. 
(b) AMENDMENTS TO THE FEDERAL RESERVE ACT.—Section 22(d) 
of the Federal Reserve Act (12 U.S.C. 375) is amended to read 
as follows: 
‘‘(d) [Reserved]’’. 
(c) EFFECTIVE DATE.—The amendments made by this section 
shall take effect on the transfer date. 
SEC. 616. REGULATIONS REGARDING CAPITAL LEVELS. 
(a) CAPITAL LEVELS OF BANK HOLDING COMPANIES.—Section 
5(b) of the Bank Holding Company Act of 1956 (12 U.S.C. 1844(b)) 
is amended— 
(1) by inserting after ‘‘orders’’ the following: ‘‘, including 
regulations and orders relating to the capital requirements 
for bank holding companies,’’; and 
(2) by adding at the end the following: ‘‘In establishing 
capital regulations pursuant to this subsection, the Board shall 
seek to make such requirements countercyclical, so that the 
amount of capital required to be maintained by a company 
increases in times of economic expansion and decreases in 
times of economic contraction, consistent with the safety and 
soundness of the company.’’. 
(b) CAPITAL LEVELS OF SAVINGS AND LOAN HOLDING COMPA-
NIES.—Section 10(g)(1) of the Home Owners’ Loan Act (12 U.S.C. 
1467a(g)(1)) is amended— 
(1) by inserting after ‘‘orders’’ the following: ‘‘, including 
regulations and orders relating to capital requirements for 
savings and loan holding companies,’’; and 
(2) by inserting at the end the following: ‘‘In establishing 
capital regulations pursuant to this subsection, the appropriate 
Federal banking agency shall seek to make such requirements 
countercyclical so that the amount of capital required to be 
maintained by a company increases in times of economic expan-
sion and decreases in times of economic contraction, consistent 
with the safety and soundness of the company.’’. 
(c) CAPITAL LEVELS OF INSURED DEPOSITORY INSTITUTIONS.— 
Section 908(a)(1) of the International Lending Supervision Act of 
1983 (12 U.S.C. 3907(a)(1)) is amended by adding at the end the 
following: ‘‘Each appropriate Federal banking agency shall seek 
to make the capital standards required under this section or other 
provisions of Federal law for insured depository institutions counter-
cyclical so that the amount of capital required to be maintained 
12 USC 375 note. 
Consultation. 
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124 STAT. 1616 
PUBLIC LAW 111–203—JULY 21, 2010 
by an insured depository institution increases in times of economic 
expansion and decreases in times of economic contraction, consistent 
with the safety and soundness of the insured depository institution.’’ 
(d) SOURCE OF STRENGTH.—The Federal Deposit Insurance Act 
(12 U.S.C. 1811 et seq.) is amended by inserting after section 
38 (12 U.S.C. 1831o) the following: 
‘‘SEC. 38A. SOURCE OF STRENGTH. 
‘‘(a) HOLDING COMPANIES.—The appropriate Federal banking 
agency for a bank holding company or savings and loan holding 
company shall require the bank holding company or savings and 
loan holding company to serve as a source of financial strength 
for any subsidiary of the bank holding company or savings and 
loan holding company that is a depository institution. 
‘‘(b) OTHER COMPANIES.—If an insured depository institution 
is not the subsidiary of a bank holding company or savings and 
loan holding company, the appropriate Federal banking agency 
for the insured depository institution shall require any company 
that directly or indirectly controls the insured depository institution 
to serve as a source of financial strength for such institution. 
‘‘(c) REPORTS.—The appropriate Federal banking agency for 
an insured depository institution described in subsection (b) may, 
from time to time, require the company, or a company that directly 
or indirectly controls the insured depository institution, to submit 
a report, under oath, for the purposes of— 
‘‘(1) assessing the ability of such company to comply with 
the requirement under subsection (b); and 
‘‘(2) enforcing the compliance of such company with the 
requirement under subsection (b). 
‘‘(d) RULES.—Not later than 1 year after the transfer date, 
as defined in section 311 of the Enhancing Financial Institution 
Safety and Soundness Act of 2010, the appropriate Federal banking 
agencies shall jointly issue final rules to carry out this section. 
‘‘(e) DEFINITION.—In this section, the term ‘source of financial 
strength’ means the ability of a company that directly or indirectly 
owns or controls an insured depository institution to provide finan-
cial assistance to such insured depository institution in the event 
of the financial distress of the insured depository institution.’’. 
(e) EFFECTIVE DATE.—The amendments made by this section 
shall take effect on the transfer date. 
SEC. 617. ELIMINATION OF ELECTIVE INVESTMENT BANK HOLDING 
COMPANY FRAMEWORK. 
(a) AMENDMENT.—Section 17 of the Securities Exchange Act 
of 1934 (15 U.S.C. 78q) is amended— 
(1) by striking subsection (i); and 
(2) by redesignating subsections (j) and (k) as subsections 
(i) and (j), respectively. 
(b) EFFECTIVE DATE.—The amendments made by this section 
shall take effect on the transfer date. 
SEC. 618. SECURITIES HOLDING COMPANIES. 
(a) DEFINITIONS.—In this section— 
(1) the term ‘‘associated person of a securities holding com-
pany’’ means a person directly or indirectly controlling, con-
trolled by, or under common control with, a securities holding 
company; 
12 USC 1850a. 
15 USC 78q note. 
12 USC 1467a 
note. 
Deadline. 
12 USC 1831o–1. 
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124 STAT. 1617 
PUBLIC LAW 111–203—JULY 21, 2010 
(2) the term ‘‘foreign bank’’ has the same meaning as 
in section 1(b)(7) of the International Banking Act of 1978 
(12 U.S.C. 3101(7)); 
(3) the term ‘‘insured bank’’ has the same meaning as 
in section 3 of the Federal Deposit Insurance Act (12 U.S.C. 
1813); 
(4) the term ‘‘securities holding company’’— 
(A) means— 
(i) a person (other than a natural person) that 
owns or controls 1 or more brokers or dealers registered 
with the Commission; and 
(ii) the associated persons of a person described 
in clause (i); and 
(B) does not include a person that is— 
(i) a nonbank financial company supervised by the 
Board under title I; 
(ii) an insured bank (other than an institution 
described in subparagraphs (D), (F), or (H) of section 
2(c)(2) of the Bank Holding Company Act of 1956 (12 
U.S.C. 1841(c)(2)) or a savings association; 
(iii) an affiliate of an insured bank (other than 
an institution described in subparagraphs (D), (F), or 
(H) of section 2(c)(2) of the Bank Holding Company 
Act of 1956 (12 U.S.C. 1841(c)(2)) or an affiliate of 
a savings association; 
(iv) a foreign bank, foreign company, or company 
that is described in section 8(a) of the International 
Banking Act of 1978 (12 U.S.C. 3106(a)); 
(v) a foreign bank that controls, directly or 
indirectly, a corporation chartered under section 25A 
of the Federal Reserve Act (12 U.S.C. 611 et seq.); 
or 
(vi) subject to comprehensive consolidated super-
vision by a foreign regulator; 
(5) the term ‘‘supervised securities holding company’’ means 
a securities holding company that is supervised by the Board 
of Governors under this section; and 
(6) the terms ‘‘affiliate’’, ‘‘bank’’, ‘‘bank holding company’’, 
‘‘company’’, ‘‘control’’, ‘‘savings association’’, and ‘‘subsidiary’’ 
have the same meanings as in section 2 of the Bank Holding 
Company Act of 1956. 
(b) SUPERVISION
OF
A SECURITIES HOLDING COMPANY NOT 
HAVING A BANK OR SAVINGS ASSOCIATION AFFILIATE.— 
(1) IN
GENERAL.—A securities holding company that is 
required by a foreign regulator or provision of foreign law 
to be subject to comprehensive consolidated supervision may 
register with the Board of Governors under paragraph (2) to 
become a supervised securities holding company. Any securities 
holding company filing such a registration shall be supervised 
in accordance with this section, and shall comply with the 
rules and orders prescribed by the Board of Governors 
applicable to supervised securities holding companies. 
(2) REGISTRATION AS A SUPERVISED SECURITIES HOLDING 
COMPANY.— 
(A) REGISTRATION.—A securities holding company that 
elects to be subject to comprehensive consolidated super-
vision shall register by filing with the Board of Governors 
Regulations. 
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124 STAT. 1618 
PUBLIC LAW 111–203—JULY 21, 2010 
such information and documents as the Board of Governors, 
by regulation, may prescribe as necessary or appropriate 
in furtherance of the purposes of this section. 
(B) EFFECTIVE DATE.—A securities holding company 
that registers under subparagraph (A) shall be deemed 
to be a supervised securities holding company, effective 
on the date that is 45 days after the date of receipt of 
the registration information and documents under subpara-
graph (A) by the Board of Governors, or within such shorter 
period as the Board of Governors, by rule or order, may 
determine. 
(c) SUPERVISION OF SECURITIES HOLDING COMPANIES.— 
(1) RECORDKEEPING AND REPORTING.— 
(A) RECORDKEEPING AND REPORTING REQUIRED.—Each 
supervised securities holding company and each affiliate 
of a supervised securities holding company shall make 
and keep for periods determined by the Board of Governors 
such records, furnish copies of such records, and make 
such reports, as the Board of Governors determines to 
be necessary or appropriate to carry out this section, to 
prevent evasions thereof, and to monitor compliance by 
the supervised securities holding company or affiliate with 
applicable provisions of law. 
(B) FORM AND CONTENTS.— 
(i) IN
GENERAL.—Any record or report required 
to be made, furnished, or kept under this paragraph 
shall— 
(I) be prepared in such form and according 
to such specifications (including certification by 
a registered public accounting firm), as the Board 
of Governors may require; and 
(II) be provided promptly to the Board of Gov-
ernors at any time, upon request by the Board 
of Governors. 
(ii) CONTENTS.—Records and reports required to 
be made, furnished, or kept under this paragraph may 
include— 
(I) a balance sheet or income statement of 
the supervised securities holding company or an 
affiliate of a supervised securities holding com-
pany; 
(II) an assessment of the consolidated capital 
and liquidity of the supervised securities holding 
company; 
(III) a report by an independent auditor 
attesting to the compliance of the supervised secu-
rities holding company with the internal risk 
management and internal control objectives of the 
supervised securities holding company; and 
(IV) a report concerning the extent to which 
the supervised securities holding company or affil-
iate has complied with the provisions of this sec-
tion and any regulations prescribed and orders 
issued under this section. 
(2) USE OF EXISTING REPORTS.— 
(A) IN GENERAL.—The Board of Governors shall, to 
the fullest extent possible, accept reports in fulfillment 
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124 STAT. 1619 
PUBLIC LAW 111–203—JULY 21, 2010 
of the requirements of this paragraph that a supervised 
securities holding company or an affiliate of a supervised 
securities holding company has been required to provide 
to another regulatory agency or a self-regulatory organiza-
tion. 
(B) AVAILABILITY.—A supervised securities holding 
company or an affiliate of a supervised securities holding 
company shall promptly provide to the Board of Governors, 
at the request of the Board of Governors, any report 
described in subparagraph (A), as permitted by law. 
(3) EXAMINATION AUTHORITY.— 
(A) FOCUS
OF
EXAMINATION
AUTHORITY.—The Board 
of Governors may make examinations of any supervised 
securities holding company and any affiliate of a supervised 
securities holding company to carry out this subsection, 
to prevent evasions thereof, and to monitor compliance 
by the supervised securities holding company or affiliate 
with applicable provisions of law. 
(B) DEFERENCE
TO
OTHER
EXAMINATIONS.—For pur-
poses of this subparagraph, the Board of Governors shall, 
to the fullest extent possible, use the reports of examination 
made by other appropriate Federal or State regulatory 
authorities with respect to any functionally regulated sub-
sidiary or any institution described in subparagraph (D), 
(F), or (H) of section 2(c)(2) of the Bank Holding Company 
Act of 1956 (12 U.S.C. 1841(c)(2)). 
(d) CAPITAL AND RISK MANAGEMENT.— 
(1) IN GENERAL.—The Board of Governors shall, by regula-
tion or order, prescribe capital adequacy and other risk manage-
ment standards for supervised securities holding companies 
that are appropriate to protect the safety and soundness of 
the supervised securities holding companies and address the 
risks posed to financial stability by supervised securities 
holding companies. 
(2) DIFFERENTIATION.—In imposing standards under this 
subsection, the Board of Governors may differentiate among 
supervised securities holding companies on an individual basis, 
or by category, taking into consideration the requirements 
under paragraph (3). 
(3) CONTENT.—Any standards imposed on a supervised 
securities holding company under this subsection shall take 
into account— 
(A) the differences among types of business activities 
carried out by the supervised securities holding company; 
(B) the amount and nature of the financial assets of 
the supervised securities holding company; 
(C) the amount and nature of the liabilities of the 
supervised securities holding company, including the 
degree of reliance on short-term funding; 
(D) the extent and nature of the off-balance sheet 
exposures of the supervised securities holding company; 
(E) the extent and nature of the transactions and rela-
tionships of the supervised securities holding company with 
other financial companies; 
(F) the importance of the supervised securities holding 
company as a source of credit for households, businesses, 
Regulations. 
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124 STAT. 1620 
PUBLIC LAW 111–203—JULY 21, 2010 
and State and local governments, and as a source of 
liquidity for the financial system; and 
(G) the nature, scope, and mix of the activities of 
the supervised securities holding company. 
(4) NOTICE.—A capital requirement imposed under this 
subsection may not take effect earlier than 180 days after 
the date on which a supervised securities holding company 
is provided notice of the capital requirement. 
(e) OTHER PROVISIONS
OF LAW APPLICABLE
TO SUPERVISED 
SECURITIES HOLDING COMPANIES.— 
(1) FEDERAL DEPOSIT INSURANCE ACT.—Subsections (b), (c) 
through (s), and (u) of section 8 of the Federal Deposit Insurance 
Act (12 U.S.C. 1818) shall apply to any supervised securities 
holding company, and to any subsidiary (other than a bank 
or an institution described in subparagraph (D), (F), or (H) 
of section 2(c)(2) of the Bank Holding Company Act of 1956 
(12 U.S.C. 1841(c)(2))) of a supervised securities holding com-
pany, in the same manner as such subsections apply to a 
bank holding company for which the Board of Governors is 
the appropriate Federal banking agency. For purposes of 
applying such subsections to a supervised securities holding 
company or a subsidiary (other than a bank or an institution 
described in subparagraph (D), (F), or (H) of section 2(c)(2) 
of the Bank Holding Company Act of 1956 (12 U.S.C. 
1841(c)(2))) of a supervised securities holding company, the 
Board of Governors shall be deemed the appropriate Federal 
banking agency for the supervised securities holding company 
or subsidiary. 
(2) BANK HOLDING COMPANY ACT OF 1956.—Except as the 
Board of Governors may otherwise provide by regulation or 
order, a supervised securities holding company shall be subject 
to the provisions of the Bank Holding Company Act of 1956 
(12 U.S.C. 1841 et seq.) in the same manner and to the same 
extent a bank holding company is subject to such provisions, 
except that a supervised securities holding company may not, 
by reason of this paragraph, be deemed to be a bank holding 
company for purposes of section 4 of the Bank Holding Company 
Act of 1956 (12 U.S.C. 1843). 
SEC. 619. PROHIBITIONS ON PROPRIETARY TRADING AND CERTAIN 
RELATIONSHIPS 
WITH 
HEDGE 
FUNDS 
AND 
PRIVATE 
EQUITY FUNDS. 
The Bank Holding Company Act of 1956 (12 U.S.C. 1841 et 
seq.) is amended by adding at the end the following: 
‘‘SEC. 13. PROHIBITIONS ON PROPRIETARY TRADING AND CERTAIN 
RELATIONSHIPS WITH HEDGE FUNDS AND PRIVATE EQUITY 
FUNDS. 
‘‘(a) IN GENERAL.— 
‘‘(1) PROHIBITION.—Unless otherwise provided in this sec-
tion, a banking entity shall not— 
‘‘(A) engage in proprietary trading; or 
‘‘(B) acquire or retain any equity, partnership, or other 
ownership interest in or sponsor a hedge fund or a private 
equity fund. 
‘‘(2) NONBANK FINANCIAL COMPANIES SUPERVISED BY THE 
BOARD.—Any nonbank financial company supervised by the 
Board that engages in proprietary trading or takes or retains 
12 USC 1851. 
Effective date. 
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124 STAT. 1621 
PUBLIC LAW 111–203—JULY 21, 2010 
any equity, partnership, or other ownership interest in or spon-
sors a hedge fund or a private equity fund shall be subject, 
by rule, as provided in subsection (b)(2), to additional capital 
requirements for and additional quantitative limits with 
regards to such proprietary trading and taking or retaining 
any equity, partnership, or other ownership interest in or 
sponsorship of a hedge fund or a private equity fund, except 
that permitted activities as described in subsection (d) shall 
not be subject to the additional capital and additional quan-
titative limits except as provided in subsection (d)(3), as if 
the nonbank financial company supervised by the Board were 
a banking entity. 
‘‘(b) STUDY AND RULEMAKING.— 
‘‘(1) STUDY.—Not later than 6 months after the date of 
enactment of this section, the Financial Stability Oversight 
Council shall study and make recommendations on imple-
menting the provisions of this section so as to— 
‘‘(A) promote and enhance the safety and soundness 
of banking entities; 
‘‘(B) protect taxpayers and consumers and enhance 
financial stability by minimizing the risk that insured 
depository institutions and the affiliates of insured deposi-
tory institutions will engage in unsafe and unsound activi-
ties; 
‘‘(C) limit the inappropriate transfer of Federal sub-
sidies from institutions that benefit from deposit insurance 
and liquidity facilities of the Federal Government to 
unregulated entities; 
‘‘(D) reduce conflicts of interest between the self- 
interest of banking entities and nonbank financial compa-
nies supervised by the Board, and the interests of the 
customers of such entities and companies; 
‘‘(E) limit activities that have caused undue risk or 
loss in banking entities and nonbank financial companies 
supervised by the Board, or that might reasonably be 
expected to create undue risk or loss in such banking 
entities and nonbank financial companies supervised by 
the Board; 
‘‘(F) appropriately accommodate the business of insur-
ance within an insurance company, subject to regulation 
in accordance with the relevant insurance company invest-
ment laws, while protecting the safety and soundness of 
any banking entity with which such insurance company 
is affiliated and of the United States financial system; 
and 
‘‘(G) appropriately time the divestiture of illiquid assets 
that are affected by the implementation of the prohibitions 
under subsection (a). 
‘‘(2) RULEMAKING.— 
‘‘(A) IN GENERAL.—Unless otherwise provided in this 
section, not later than 9 months after the completion of 
the study under paragraph (1), the appropriate Federal 
banking agencies, the Securities and Exchange Commis-
sion, and the Commodity Futures Trading Commission, 
shall consider the findings of the study under paragraph 
(1) and adopt rules to carry out this section, as provided 
in subparagraph (B). 
Deadline. 
Deadline. 
Recommenda- 
tions. 
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124 STAT. 1622 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(B) COORDINATED RULEMAKING.— 
‘‘(i) REGULATORY
AUTHORITY.—The regulations 
issued under this paragraph shall be issued by— 
‘‘(I) the appropriate Federal banking agencies, 
jointly, with respect to insured depository institu-
tions; 
‘‘(II) the Board, with respect to any company 
that controls an insured depository institution, or 
that is treated as a bank holding company for 
purposes of section 8 of the International Banking 
Act, any nonbank financial company supervised 
by the Board, and any subsidiary of any of the 
foregoing (other than a subsidiary for which an 
agency described in subclause (I), (III), or (IV) 
is the primary financial regulatory agency); 
‘‘(III) 
the 
Commodity 
Futures 
Trading 
Commission, with respect to any entity for which 
the Commodity Futures Trading Commission is 
the primary financial regulatory agency, as defined 
in section 2 of the Dodd-Frank Wall Street Reform 
and Consumer Protection Act; and 
‘‘(IV) the Securities and Exchange Commis-
sion, with respect to any entity for which the Secu-
rities and Exchange Commission is the primary 
financial regulatory agency, as defined in section 
2 of the Dodd-Frank Wall Street Reform and Con-
sumer Protection Act. 
‘‘(ii) 
COORDINATION, 
CONSISTENCY, 
AND
COM-
PARABILITY.—In developing and issuing regulations 
pursuant to this section, the appropriate Federal 
banking 
agencies, 
the 
Securities 
and 
Exchange 
Commission, and the Commodity Futures Trading 
Commission shall consult and coordinate with each 
other, as appropriate, for the purposes of assuring, 
to the extent possible, that such regulations are com-
parable and provide for consistent application and 
implementation of the applicable provisions of this sec-
tion to avoid providing advantages or imposing dis-
advantages to the companies affected by this subsection 
and to protect the safety and soundness of banking 
entities and nonbank financial companies supervised 
by the Board. 
‘‘(iii) COUNCIL
ROLE.—The Chairperson of the 
Financial Stability Oversight Council shall be respon-
sible for coordination of the regulations issued under 
this section. 
‘‘(c) EFFECTIVE DATE.— 
‘‘(1) IN GENERAL.—Except as provided in paragraphs (2) 
and (3), this section shall take effect on the earlier of— 
‘‘(A) 12 months after the date of the issuance of final 
rules under subsection (b); or 
‘‘(B) 2 years after the date of enactment of this section. 
‘‘(2) CONFORMANCE PERIOD FOR DIVESTITURE.—A banking 
entity or nonbank financial company supervised by the Board 
shall bring its activities and investments into compliance with 
the requirements of this section not later than 2 years after 
the date on which the requirements become effective pursuant 
Deadline. 
Consultation. 
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124 STAT. 1623 
PUBLIC LAW 111–203—JULY 21, 2010 
to this section or 2 years after the date on which the entity 
or company becomes a nonbank financial company supervised 
by the Board. The Board may, by rule or order, extend this 
two-year period for not more than one year at a time, if, 
in the judgment of the Board, such an extension is consistent 
with the purposes of this section and would not be detrimental 
to the public interest. The extensions made by the Board under 
the preceding sentence may not exceed an aggregate of 3 years. 
‘‘(3) EXTENDED TRANSITION FOR ILLIQUID FUNDS.— 
‘‘(A) APPLICATION.—The Board may, upon the applica-
tion of a banking entity, extend the period during which 
the banking entity, to the extent necessary to fulfill a 
contractual obligation that was in effect on May 1, 2010, 
may take or retain its equity, partnership, or other owner-
ship interest in, or otherwise provide additional capital 
to, an illiquid fund. 
‘‘(B) TIME LIMIT ON APPROVAL.—The Board may grant 
1 extension under subparagraph (A), which may not exceed 
5 years. 
‘‘(4) DIVESTITURE REQUIRED.—Except as otherwise provided 
in subsection (d)(1)(G), a banking entity may not engage in 
any activity prohibited under subsection (a)(1)(B) after the ear-
lier of— 
‘‘(A) the date on which the contractual obligation to 
invest in the illiquid fund terminates; and 
‘‘(B) the date on which any extensions granted by the 
Board under paragraph (3) expire. 
‘‘(5) ADDITIONAL CAPITAL DURING TRANSITION PERIOD.—Not-
withstanding paragraph (2), on the date on which the rules 
are issued under subsection (b)(2), the appropriate Federal 
banking agencies, the Securities and Exchange Commission, 
and the Commodity Futures Trading Commission shall issue 
rules, as provided in subsection (b)(2), to impose additional 
capital requirements, and any other restrictions, as appropriate, 
on any equity, partnership, or ownership interest in or sponsor-
ship of a hedge fund or private equity fund by a banking 
entity. 
‘‘(6) SPECIAL RULEMAKING.—Not later than 6 months after 
the date of enactment of this section, the Board shall issues 
rules to implement paragraphs (2) and (3). 
‘‘(d) PERMITTED ACTIVITIES.— 
‘‘(1) IN GENERAL.—Notwithstanding the restrictions under 
subsection (a), to the extent permitted by any other provision 
of Federal or State law, and subject to the limitations under 
paragraph (2) and any restrictions or limitations that the appro-
priate Federal banking agencies, the Securities and Exchange 
Commission, and the Commodity Futures Trading Commission, 
may determine, the following activities (in this section referred 
to as ‘permitted activities’) are permitted: 
‘‘(A) The purchase, sale, acquisition, or disposition of 
obligations of the United States or any agency thereof, 
obligations, participations, or other instruments of or issued 
by the Government National Mortgage Association, the 
Federal National Mortgage Association, the Federal Home 
Loan Mortgage Corporation, a Federal Home Loan Bank, 
the Federal Agricultural Mortgage Corporation, or a Farm 
Credit System institution chartered under and subject to 
Deadline. 
Regulations. 
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124 STAT. 1624 
PUBLIC LAW 111–203—JULY 21, 2010 
the provisions of the Farm Credit Act of 1971 (12 U.S.C. 
2001 et seq.), and obligations of any State or of any political 
subdivision thereof. 
‘‘(B) The purchase, sale, acquisition, or disposition of 
securities and other instruments described in subsection 
(h)(4) in connection with underwriting or market-making- 
related activities, to the extent that any such activities 
permitted by this subparagraph are designed not to exceed 
the reasonably expected near term demands of clients, 
customers, or counterparties. 
‘‘(C) Risk-mitigating hedging activities in connection 
with and related to individual or aggregated positions, 
contracts, or other holdings of a banking entity that are 
designed to reduce the specific risks to the banking entity 
in connection with and related to such positions, contracts, 
or other holdings. 
‘‘(D) The purchase, sale, acquisition, or disposition of 
securities and other instruments described in subsection 
(h)(4) on behalf of customers. 
‘‘(E) Investments in one or more small business invest-
ment companies, as defined in section 102 of the Small 
Business Investment Act of 1958 (15 U.S.C. 662), invest-
ments designed primarily to promote the public welfare, 
of the type permitted under paragraph (11) of section 5136 
of the Revised Statutes of the United States (12 U.S.C. 
24), or investments that are qualified rehabilitation 
expenditures with respect to a qualified rehabilitated 
building or certified historic structure, as such terms are 
defined in section 47 of the Internal Revenue Code of 
1986 or a similar State historic tax credit program. 
‘‘(F) The purchase, sale, acquisition, or disposition of 
securities and other instruments described in subsection 
(h)(4) by a regulated insurance company directly engaged 
in the business of insurance for the general account of 
the company and by any affiliate of such regulated insur-
ance company, provided that such activities by any affiliate 
are solely for the general account of the regulated insurance 
company, if— 
‘‘(i) the purchase, sale, acquisition, or disposition 
is conducted in compliance with, and subject to, the 
insurance company investment laws, regulations, and 
written guidance of the State or jurisdiction in which 
each such insurance company is domiciled; and 
‘‘(ii) the appropriate Federal banking agencies, 
after consultation with the Financial Stability Over-
sight Council and the relevant insurance commis-
sioners of the States and territories of the United 
States, have not jointly determined, after notice and 
comment, that a particular law, regulation, or written 
guidance described in clause (i) is insufficient to protect 
the safety and soundness of the banking entity, or 
of the financial stability of the United States. 
‘‘(G) Organizing and offering a private equity or hedge 
fund, including serving as a general partner, managing 
member, or trustee of the fund and in any manner selecting 
or controlling (or having employees, officers, directors, or 
agents who constitute) a majority of the directors, trustees, 
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124 STAT. 1625 
PUBLIC LAW 111–203—JULY 21, 2010 
or management of the fund, including any necessary 
expenses for the foregoing, only if— 
‘‘(i) the banking entity provides bona fide trust, 
fiduciary, or investment advisory services; 
‘‘(ii) the fund is organized and offered only in 
connection with the provision of bona fide trust, fidu-
ciary, or investment advisory services and only to per-
sons that are customers of such services of the banking 
entity; 
‘‘(iii) the banking entity does not acquire or retain 
an equity interest, partnership interest, or other 
ownership interest in the funds except for a de minimis 
investment subject to and in compliance with para-
graph (4); 
‘‘(iv) the banking entity complies with the restric-
tions under paragraphs (1) and (2) of subparagraph 
(f); 
‘‘(v) the banking entity does not, directly or 
indirectly, guarantee, assume, or otherwise insure the 
obligations or performance of the hedge fund or private 
equity fund or of any hedge fund or private equity 
fund in which such hedge fund or private equity fund 
invests; 
‘‘(vi) the banking entity does not share with the 
hedge fund or private equity fund, for corporate, mar-
keting, promotional, or other purposes, the same name 
or a variation of the same name; 
‘‘(vii) no director or employee of the banking entity 
takes or retains an equity interest, partnership 
interest, or other ownership interest in the hedge fund 
or private equity fund, except for any director or 
employee of the banking entity who is directly engaged 
in providing investment advisory or other services to 
the hedge fund or private equity fund; and 
‘‘(viii) the banking entity discloses to prospective 
and actual investors in the fund, in writing, that any 
losses in such hedge fund or private equity fund are 
borne solely by investors in the fund and not by the 
banking entity, and otherwise complies with any addi-
tional rules of the appropriate Federal banking agen-
cies, the Securities and Exchange Commission, or the 
Commodity Futures Trading Commission, as provided 
in subsection (b)(2), designed to ensure that losses 
in such hedge fund or private equity fund are borne 
solely by investors in the fund and not by the banking 
entity. 
‘‘(H) Proprietary trading conducted by a banking entity 
pursuant to paragraph (9) or (13) of section 4(c), provided 
that the trading occurs solely outside of the United States 
and that the banking entity is not directly or indirectly 
controlled by a banking entity that is organized under 
the laws of the United States or of one or more States. 
‘‘(I) The acquisition or retention of any equity, partner-
ship, or other ownership interest in, or the sponsorship 
of, a hedge fund or a private equity fund by a banking 
entity pursuant to paragraph (9) or (13) of section 4(c) 
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124 STAT. 1626 
PUBLIC LAW 111–203—JULY 21, 2010 
solely outside of the United States, provided that no owner-
ship interest in such hedge fund or private equity fund 
is offered for sale or sold to a resident of the United 
States and that the banking entity is not directly or 
indirectly controlled by a banking entity that is organized 
under the laws of the United States or of one or more 
States. 
‘‘(J) Such other activity as the appropriate Federal 
banking agencies, the Securities and Exchange Commis-
sion, and the Commodity Futures Trading Commission 
determine, by rule, as provided in subsection (b)(2), would 
promote and protect the safety and soundness of the 
banking entity and the financial stability of the United 
States. 
‘‘(2) LIMITATION ON PERMITTED ACTIVITIES.— 
‘‘(A) IN
GENERAL.—No transaction, class of trans-
actions, or activity may be deemed a permitted activity 
under paragraph (1) if the transaction, class of transactions, 
or activity— 
‘‘(i) would involve or result in a material conflict 
of interest (as such term shall be defined by rule as 
provided in subsection (b)(2)) between the banking 
entity and its clients, customers, or counterparties; 
‘‘(ii) would result, directly or indirectly, in a mate-
rial exposure by the banking entity to high-risk assets 
or high-risk trading strategies (as such terms shall 
be defined by rule as provided in subsection (b)(2)); 
‘‘(iii) would pose a threat to the safety and sound-
ness of such banking entity; or 
‘‘(iv) would pose a threat to the financial stability 
of the United States. 
‘‘(B) RULEMAKING.—The appropriate Federal banking 
agencies, the Securities and Exchange Commission, and 
the Commodity Futures Trading Commission shall issue 
regulations to implement subparagraph (A), as part of the 
regulations issued under subsection (b)(2). 
‘‘(3) CAPITAL AND QUANTITATIVE LIMITATIONS.—The appro-
priate Federal banking agencies, the Securities and Exchange 
Commission, and the Commodity Futures Trading Commission 
shall, as provided in subsection (b)(2), adopt rules imposing 
additional capital requirements and quantitative limitations, 
including diversification requirements, regarding the activities 
permitted under this section if the appropriate Federal banking 
agencies, the Securities and Exchange Commission, and the 
Commodity Futures Trading Commission determine that addi-
tional capital and quantitative limitations are appropriate to 
protect the safety and soundness of banking entities engaged 
in such activities. 
‘‘(4) DE MINIMIS INVESTMENT.— 
‘‘(A) IN GENERAL.—A banking entity may make and 
retain an investment in a hedge fund or private equity 
fund that the banking entity organizes and offers, subject 
to the limitations and restrictions in subparagraph (B) 
for the purposes of— 
‘‘(i) establishing the fund and providing the fund 
with sufficient initial equity for investment to permit 
the fund to attract unaffiliated investors; or 
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124 STAT. 1627 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(ii) making a de minimis investment. 
‘‘(B) LIMITATIONS
AND
RESTRICTIONS
ON
INVEST-
MENTS.— 
‘‘(i) REQUIREMENT
TO
SEEK
OTHER
INVESTORS.— 
A banking entity shall actively seek unaffiliated inves-
tors to reduce or dilute the investment of the banking 
entity to the amount permitted under clause (ii). 
‘‘(ii) LIMITATIONS ON SIZE OF INVESTMENTS.—Not-
withstanding any other provision of law, investments 
by a banking entity in a hedge fund or private equity 
fund shall— 
‘‘(I) not later than 1 year after the date of 
establishment of the fund, be reduced through 
redemption, sale, or dilution to an amount that 
is not more than 3 percent of the total ownership 
interests of the fund; 
‘‘(II) be immaterial to the banking entity, as 
defined, by rule, pursuant to subsection (b)(2), but 
in no case may the aggregate of all of the interests 
of the banking entity in all such funds exceed 
3 percent of the Tier 1 capital of the banking 
entity. 
‘‘(iii) 
CAPITAL.—For 
purposes 
of 
determining 
compliance with applicable capital standards under 
paragraph (3), the aggregate amount of the outstanding 
investments by a banking entity under this paragraph, 
including retained earnings, shall be deducted from 
the assets and tangible equity of the banking entity, 
and the amount of the deduction shall increase 
commensurate with the leverage of the hedge fund 
or private equity fund. 
‘‘(C) EXTENSION.—Upon an application by a banking 
entity, the Board may extend the period of time to meet 
the requirements under subparagraph (B)(ii)(I) for 2 addi-
tional years, if the Board finds that an extension would 
be consistent with safety and soundness and in the public 
interest. 
‘‘(e) ANTI-EVASION.— 
‘‘(1) RULEMAKING.—The appropriate Federal banking agen-
cies, the Securities and Exchange Commission, and the Com-
modity Futures Trading Commission shall issue regulations, 
as part of the rulemaking provided for in subsection (b)(2), 
regarding internal controls and recordkeeping, in order to 
insure compliance with this section. 
‘‘(2) TERMINATION OF ACTIVITIES OR INVESTMENT.—Notwith-
standing any other provision of law, whenever an appropriate 
Federal banking agency, the Securities and Exchange Commis-
sion, or the Commodity Futures Trading Commission, as appro-
priate, has reasonable cause to believe that a banking entity 
or nonbank financial company supervised by the Board under 
the respective agency’s jurisdiction has made an investment 
or engaged in an activity in a manner that functions as an 
evasion of the requirements of this section (including through 
an abuse of any permitted activity) or otherwise violates the 
restrictions under this section, the appropriate Federal banking 
agency, the Securities and Exchange Commission, or the Com-
modity Futures Trading Commission, as appropriate, shall 
Deadline. 
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124 STAT. 1628 
PUBLIC LAW 111–203—JULY 21, 2010 
order, after due notice and opportunity for hearing, the banking 
entity or nonbank financial company supervised by the Board 
to terminate the activity and, as relevant, dispose of the invest-
ment. Nothing in this paragraph shall be construed to limit 
the inherent authority of any Federal agency or State regu-
latory authority to further restrict any investments or activities 
under otherwise applicable provisions of law. 
‘‘(f) LIMITATIONS ON RELATIONSHIPS WITH HEDGE FUNDS AND 
PRIVATE EQUITY FUNDS.— 
‘‘(1) IN GENERAL.—No banking entity that serves, directly 
or indirectly, as the investment manager, investment adviser, 
or sponsor to a hedge fund or private equity fund, or that 
organizes and offers a hedge fund or private equity fund pursu-
ant to paragraph (d)(1)(G), and no affiliate of such entity, 
may enter into a transaction with the fund, or with any other 
hedge fund or private equity fund that is controlled by such 
fund, that would be a covered transaction, as defined in section 
23A of the Federal Reserve Act (12 U.S.C. 371c), with the 
hedge fund or private equity fund, as if such banking entity 
and the affiliate thereof were a member bank and the hedge 
fund or private equity fund were an affiliate thereof. 
‘‘(2) TREATMENT AS MEMBER BANK.—A banking entity that 
serves, directly or indirectly, as the investment manager, invest-
ment adviser, or sponsor to a hedge fund or private equity 
fund, or that organizes and offers a hedge fund or private 
equity fund pursuant to paragraph (d)(1)(G), shall be subject 
to section 23B of the Federal Reserve Act (12 U.S.C. 371c– 
1), as if such banking entity were a member bank and such 
hedge fund or private equity fund were an affiliate thereof. 
‘‘(3) PERMITTED SERVICES.— 
‘‘(A) IN GENERAL.—Notwithstanding paragraph (1), the 
Board may permit a banking entity to enter into any prime 
brokerage transaction with any hedge fund or private 
equity fund in which a hedge fund or private equity fund 
managed, sponsored, or advised by such banking entity 
has taken an equity, partnership, or other ownership 
interest, if— 
‘‘(i) the banking entity is in compliance with each 
of the limitations set forth in subsection (d)(1)(G) with 
regard to a hedge fund or private equity fund organized 
and offered by such banking entity; 
‘‘(ii) the chief executive officer (or equivalent 
officer) of the banking entity certifies in writing 
annually (with a duty to update the certification if 
the information in the certification materially changes) 
that the conditions specified in subsection (d)(1)(g)(v) 
are satisfied; and 
‘‘(iii) the Board has determined that such trans-
action is consistent with the safe and sound operation 
and condition of the banking entity. 
‘‘(B) TREATMENT OF PRIME BROKERAGE TRANSACTIONS.— 
For purposes of subparagraph (A), a prime brokerage trans-
action described in subparagraph (A) shall be subject to 
section 23B of the Federal Reserve Act (12 U.S.C. 371c- 
1) as if the counterparty were an affiliate of the banking 
entity. 
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124 STAT. 1629 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(4) APPLICATION TO NONBANK FINANCIAL COMPANIES SUPER-
VISED BY THE BOARD.—The appropriate Federal banking agen-
cies, the Securities and Exchange Commission, and the Com-
modity Futures Trading Commission shall adopt rules, as pro-
vided in subsection (b)(2), imposing additional capital charges 
or other restrictions for nonbank financial companies supervised 
by the Board to address the risks to and conflicts of interest 
of banking entities described in paragraphs (1), (2), and (3) 
of this subsection. 
‘‘(g) RULES OF CONSTRUCTION.— 
‘‘(1) LIMITATION ON CONTRARY AUTHORITY.—Except as pro-
vided in this section, notwithstanding any other provision of 
law, the prohibitions and restrictions under this section shall 
apply to activities of a banking entity or nonbank financial 
company supervised by the Board, even if such activities are 
authorized for a banking entity or nonbank financial company 
supervised by the Board. 
‘‘(2) SALE OR SECURITIZATION OF LOANS.—Nothing in this 
section shall be construed to limit or restrict the ability of 
a banking entity or nonbank financial company supervised 
by the Board to sell or securitize loans in a manner otherwise 
permitted by law. 
‘‘(3) AUTHORITY OF FEDERAL AGENCIES AND STATE REGU-
LATORY AUTHORITIES.—Nothing in this section shall be con-
strued to limit the inherent authority of any Federal agency 
or State regulatory authority under otherwise applicable provi-
sions of law. 
‘‘(h) DEFINITIONS.—In this section, the following definitions 
shall apply: 
‘‘(1) BANKING ENTITY.—The term ‘banking entity’ means 
any insured depository institution (as defined in section 3 of 
the Federal Deposit Insurance Act (12 U.S.C. 1813)), any com-
pany that controls an insured depository institution, or that 
is treated as a bank holding company for purposes of section 
8 of the International Banking Act of 1978, and any affiliate 
or subsidiary of any such entity. For purposes of this paragraph, 
the term ‘insured depository institution’ does not include an 
institution that functions solely in a trust or fiduciary capacity, 
if— 
‘‘(A) all or substantially all of the deposits of such 
institution are in trust funds and are received in a bona 
fide fiduciary capacity; 
‘‘(B) no deposits of such institution which are insured 
by the Federal Deposit Insurance Corporation are offered 
or marketed by or through an affiliate of such institution; 
‘‘(C) such institution does not accept demand deposits 
or deposits that the depositor may withdraw by check 
or similar means for payment to third parties or others 
or make commercial loans; and 
‘‘(D) such institution does not— 
‘‘(i) obtain payment or payment related services 
from any Federal Reserve bank, including any service 
referred to in section 11A of the Federal Reserve Act 
(12 U.S.C. 248a); or 
‘‘(ii) exercise discount or borrowing privileges 
pursuant to section 19(b)(7) of the Federal Reserve 
Act (12 U.S.C. 461(b)(7)). 
Regulations. 
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124 STAT. 1630 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(2) HEDGE FUND; PRIVATE EQUITY FUND.—The terms ‘hedge 
fund’ and ‘private equity fund’ mean an issuer that would 
be an investment company, as defined in the Investment Com-
pany Act of 1940 (15 U.S.C. 80a-1 et seq.), but for section 
3(c)(1) or 3(c)(7) of that Act, or such similar funds as the 
appropriate Federal banking agencies, the Securities and 
Exchange Commission, and the Commodity Futures Trading 
Commission may, by rule, as provided in subsection (b)(2), 
determine. 
‘‘(3) NONBANK
FINANCIAL
COMPANY
SUPERVISED
BY
THE 
BOARD.—The term ‘nonbank financial company supervised by 
the Board’ means a nonbank financial company supervised 
by the Board of Governors, as defined in section 102 of the 
Financial Stability Act of 2010. 
‘‘(4) PROPRIETARY TRADING.—The term ‘proprietary trading’, 
when used with respect to a banking entity or nonbank financial 
company supervised by the Board, means engaging as a prin-
cipal for the trading account of the banking entity or nonbank 
financial company supervised by the Board in any transaction 
to purchase or sell, or otherwise acquire or dispose of, any 
security, any derivative, any contract of sale of a commodity 
for future delivery, any option on any such security, derivative, 
or contract, or any other security or financial instrument that 
the appropriate Federal banking agencies, the Securities and 
Exchange Commission, and the Commodity Futures Trading 
Commission may, by rule as provided in subsection (b)(2), deter-
mine. 
‘‘(5) SPONSOR.—The term to ‘sponsor’ a fund means— 
‘‘(A) to serve as a general partner, managing member, 
or trustee of a fund; 
‘‘(B) in any manner to select or to control (or to have 
employees, officers, or directors, or agents who constitute) 
a majority of the directors, trustees, or management of 
a fund; or 
‘‘(C) to share with a fund, for corporate, marketing, 
promotional, or other purposes, the same name or a vari-
ation of the same name. 
‘‘(6) TRADING ACCOUNT.—The term ‘trading account’ means 
any account used for acquiring or taking positions in the securi-
ties and instruments described in paragraph (4) principally 
for the purpose of selling in the near term (or otherwise with 
the intent to resell in order to profit from short-term price 
movements), and any such other accounts as the appropriate 
Federal banking agencies, the Securities and Exchange 
Commission, and the Commodity Futures Trading Commission 
may, by rule as provided in subsection (b)(2), determine. 
‘‘(7) ILLIQUID FUND.— 
‘‘(A) IN GENERAL.—The term ‘illiquid fund’ means a 
hedge fund or private equity fund that— 
‘‘(i) as of May 1, 2010, was principally invested 
in, or was invested and contractually committed to 
principally invest in, illiquid assets, such as portfolio 
companies, real estate investments, and venture cap-
ital investments; and 
‘‘(ii) makes all investments pursuant to, and con-
sistent with, an investment strategy to principally 
invest in illiquid assets. In issuing rules regarding 
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124 STAT. 1631 
PUBLIC LAW 111–203—JULY 21, 2010 
this subparagraph, the Board shall take into consider-
ation the terms of investment for the hedge fund or 
private equity fund, including contractual obligations, 
the ability of the fund to divest of assets held by 
the fund, and any other factors that the Board deter-
mines are appropriate. 
‘‘(B) HEDGE FUND.—For the purposes of this paragraph, 
the term ‘hedge fund’ means any fund identified under 
subsection (h)(2), and does not include a private equity 
fund, as such term is used in section 203(m) of the Invest-
ment Advisers Act of 1940 (15 U.S.C. 80b-3(m)).’’. 
SEC. 620. STUDY OF BANK INVESTMENT ACTIVITIES. 
(a) STUDY.— 
(1) IN GENERAL.—Not later than 18 months after the date 
of enactment of this Act, the appropriate Federal banking agen-
cies shall jointly review and prepare a report on the activities 
that a banking entity, as such term is defined in the Bank 
Holding Company Act of 1956 (12 U.S.C. 1841 et. seq.), may 
engage in under Federal and State law, including activities 
authorized by statute and by order, interpretation and guid-
ance. 
(2) CONTENT.—In carrying out the study under paragraph 
(1), the appropriate Federal banking agencies shall review and 
consider— 
(A) the type of activities or investments; 
(B) any financial, operational, managerial, or reputa-
tion risks associated with or presented as a result of the 
banking entity engaged in the activity or making the invest-
ment; and 
(C) risk mitigation activities undertaken by the 
banking entity with regard to the risks. 
(b) REPORT AND RECOMMENDATIONS TO THE COUNCIL AND TO 
CONGRESS.—The appropriate Federal banking agencies shall submit 
to the Council, the Committee on Financial Services of the House 
of Representatives, and the Committee on Banking, Housing, and 
Urban Affairs of the Senate the study conducted pursuant to sub-
section (a) no later than 2 months after its completion. In addition 
to the information described in subsection (a), the report shall 
include recommendations regarding— 
(1) whether each activity or investment has or could have 
a negative effect on the safety and soundness of the banking 
entity or the United States financial system; 
(2) the appropriateness of the conduct of each activity or 
type of investment by banking entities; and 
(3) additional restrictions as may be necessary to address 
risks to safety and soundness arising from the activities or 
types of investments described in subsection (a). 
SEC. 621. CONFLICTS OF INTEREST. 
(a) IN GENERAL.—The Securities Act of 1933 (15 U.S.C. 77a 
et seq.) is amended by inserting after section 27A the following: 
‘‘SEC. 
27B. 
CONFLICTS 
OF 
INTEREST 
RELATING 
TO 
CERTAIN 
SECURITIZATIONS. 
‘‘(a) IN GENERAL.—An underwriter, placement agent, initial 
purchaser, or sponsor, or any affiliate or subsidiary of any such 
entity, of an asset-backed security (as such term is defined in 
15 USC 77z–2a. 
Deadline. 
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124 STAT. 1632 
PUBLIC LAW 111–203—JULY 21, 2010 
section 3 of the Securities and Exchange Act of 1934 (15 U.S.C. 
78c), which for the purposes of this section shall include a synthetic 
asset-backed security), shall not, at any time for a period ending 
on the date that is one year after the date of the first closing 
of the sale of the asset-backed security, engage in any transaction 
that would involve or result in any material conflict of interest 
with respect to any investor in a transaction arising out of such 
activity. 
‘‘(b) RULEMAKING.—Not later than 270 days after the date 
of enactment of this section, the Commission shall issue rules 
for the purpose of implementing subsection (a). 
‘‘(c) EXCEPTION.—The prohibitions of subsection (a) shall not 
apply to— 
‘‘(1) risk-mitigating hedging activities in connection with 
positions or holdings arising out of the underwriting, placement, 
initial purchase, or sponsorship of an asset-backed security, 
provided that such activities are designed to reduce the specific 
risks to the underwriter, placement agent, initial purchaser, 
or sponsor associated with positions or holdings arising out 
of such underwriting, placement, initial purchase, or sponsor-
ship; or 
‘‘(2) purchases or sales of asset-backed securities made 
pursuant to and consistent with— 
‘‘(A) commitments of the underwriter, placement agent, 
initial purchaser, or sponsor, or any affiliate or subsidiary 
of any such entity, to provide liquidity for the asset-backed 
security, or 
‘‘(B) bona fide market-making in the asset backed secu-
rity. 
‘‘(d) RULE OF CONSTRUCTION.—This subsection shall not other-
wise limit the application of section 15G of the Securities Exchange 
Act of 1934.’’. 
(b) EFFECTIVE DATE.—Section 27B of the Securities Act of 1933, 
as added by this section, shall take effect on the effective date 
of final rules issued by the Commission under subsection (b) of 
such section 27B, except that subsections (b) and (d) of such section 
27B shall take effect on the date of enactment of this Act. 
SEC. 622. CONCENTRATION LIMITS ON LARGE FINANCIAL FIRMS. 
The Bank Holding Company Act of 1956 (12 U.S.C. 1841 et 
seq.) is amended by adding at the end the following: 
‘‘SEC. 14. CONCENTRATION LIMITS ON LARGE FINANCIAL FIRMS. 
‘‘(a) DEFINITIONS.—In this section— 
‘‘(1) the term ‘Council’ means the Financial Stability Over-
sight Council; 
‘‘(2) the term ‘financial company’ means— 
‘‘(A) an insured depository institution; 
‘‘(B) a bank holding company; 
‘‘(C) a savings and loan holding company; 
‘‘(D) a company that controls an insured depository 
institution; 
‘‘(E) a nonbank financial company supervised by the 
Board under title I of the Dodd-Frank Wall Street Reform 
and Consumer Protection Act; and 
‘‘(F) a foreign bank or company that is treated as 
a bank holding company for purposes of this Act; and 
‘‘(3) the term ‘liabilities’ means— 
12 USC 1852. 
15 USC 77z–2a 
note. 
Deadline. 
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124 STAT. 1633 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(A) with respect to a United States financial com-
pany— 
‘‘(i) the total risk-weighted assets of the financial 
company, as determined under the risk-based capital 
rules applicable to bank holding companies, as adjusted 
to reflect exposures that are deducted from regulatory 
capital; less 
‘‘(ii) the total regulatory capital of the financial 
company under the risk-based capital rules applicable 
to bank holding companies; 
‘‘(B) with respect to a foreign-based financial com-
pany— 
‘‘(i) the total risk-weighted assets of the United 
States operations of the financial company, as deter-
mined under the applicable risk-based capital rules, 
as adjusted to reflect exposures that are deducted from 
regulatory capital; less 
‘‘(ii) the total regulatory capital of the United 
States operations of the financial company, as deter-
mined under the applicable risk-based capital rules; 
and 
‘‘(C) with respect to an insurance company or other 
nonbank financial company supervised by the Board, such 
assets of the company as the Board shall specify by rule, 
in order to provide for consistent and equitable treatment 
of such companies. 
‘‘(b) CONCENTRATION LIMIT.—Subject to the recommendations 
by the Council under subsection (e), a financial company may not 
merge or consolidate with, acquire all or substantially all of the 
assets of, or otherwise acquire control of, another company, if the 
total consolidated liabilities of the acquiring financial company upon 
consummation of the transaction would exceed 10 percent of the 
aggregate consolidated liabilities of all financial companies at the 
end of the calendar year preceding the transaction. 
‘‘(c) EXCEPTION TO CONCENTRATION LIMIT.—With the prior writ-
ten consent of the Board, the concentration limit under subsection 
(b) shall not apply to an acquisition— 
‘‘(1) of a bank in default or in danger of default; 
‘‘(2) with respect to which assistance is provided by the 
Federal Deposit Insurance Corporation under section 13(c) of 
the Federal Deposit Insurance Act (12 U.S.C. 1823(c)); or 
‘‘(3) that would result only in a de minimis increase in 
the liabilities of the financial company. 
‘‘(d) RULEMAKING AND GUIDANCE.—The Board shall issue regu-
lations implementing this section in accordance with the rec-
ommendations of the Council under subsection (e), including the 
definition of terms, as necessary. The Board may issue interpreta-
tions or guidance regarding the application of this section to an 
individual financial company or to financial companies in general. 
‘‘(e) COUNCIL STUDY AND RULEMAKING.— 
‘‘(1) STUDY
AND
RECOMMENDATIONS.—Not later than 6 
months after the date of enactment of this section, the Council 
shall— 
‘‘(A) complete a study of the extent to which the con-
centration limit under this section would affect financial 
stability, moral hazard in the financial system, the effi-
ciency and competitiveness of United States financial firms 
Deadline. 
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124 STAT. 1634 
PUBLIC LAW 111–203—JULY 21, 2010 
and financial markets, and the cost and availability of 
credit and other financial services to households and 
businesses in the United States; and 
‘‘(B) make recommendations regarding any modifica-
tions to the concentration limit that the Council determines 
would more effectively implement this section. 
‘‘(2) RULEMAKING.—Not later than 9 months after the date 
of completion of the study under paragraph (1), and notwith-
standing subsections (b) and (d), the Board shall issue final 
regulations implementing this section, which shall reflect any 
recommendations by the Council under paragraph (1)(B).’’. 
SEC. 623. INTERSTATE MERGER TRANSACTIONS. 
(a) INTERSTATE MERGER TRANSACTIONS.—Section 18(c) of the 
Federal Deposit Insurance Act (12 U.S.C. 1828(c)) is amended by 
adding at the end the following: 
‘‘(13)(A) Except as provided in subparagraph (B), the responsible 
agency may not approve an application for an interstate merger 
transaction if the resulting insured depository institution (including 
all insured depository institutions which are affiliates of the 
resulting insured depository institution), upon consummation of 
the transaction, would control more than 10 percent of the total 
amount of deposits of insured depository institutions in the United 
States. 
‘‘(B) Subparagraph (A) shall not apply to an interstate merger 
transaction that involves 1 or more insured depository institutions 
in default or in danger of default, or with respect to which the 
Corporation provides assistance under section 13. 
‘‘(C) In this paragraph— 
‘‘(i) the term ‘interstate merger transaction’ means a merger 
transaction involving 2 or more insured depository institutions 
that have different home States and that are not affiliates; 
and 
‘‘(ii) the term ‘home State’ means— 
‘‘(I) with respect to a national bank, the State in which 
the main office of the bank is located; 
‘‘(II) with respect to a State bank or State savings 
association, the State by which the State bank or State 
savings association is chartered; and 
‘‘(III) with respect to a Federal savings association, 
the State in which the home office (as defined by the 
regulations of the Director of the Office of Thrift Super-
vision, or, on and after the transfer date, the Comptroller 
of the Currency) of the Federal savings association is 
located.’’. 
(b) ACQUISITIONS BY BANK HOLDING COMPANIES.— 
(1) IN GENERAL.—Section 4 of the Bank Holding Company 
Act of 1956 (12 U.S.C. 1843) is amended— 
(A) in subsection (i), by adding at the end the following: 
‘‘(8) INTERSTATE ACQUISITIONS.— 
‘‘(A) IN
GENERAL.—The Board may not approve an 
application by a bank holding company to acquire an 
insured depository institution under subsection (c)(8) or 
any other provision of this Act if— 
‘‘(i) the home State of such insured depository 
institution is a State other than the home State of 
the bank holding company; and 
Deadline. 
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124 STAT. 1635 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(ii) the applicant (including all insured depository 
institutions which are affiliates of the applicant) con-
trols, or upon consummation of the transaction would 
control, more than 10 percent of the total amount 
of deposits of insured depository institutions in the 
United States. 
‘‘(B) EXCEPTION.—Subparagraph (A) shall not apply 
to an acquisition that involves an insured depository 
institution in default or in danger of default, or with respect 
to which the Federal Deposit Insurance Corporation pro-
vides assistance under section 13 of the Federal Deposit 
Insurance Act (12 U.S.C. 1823).’’; and 
(B) in subsection (k)(6)(B), by striking ‘‘savings associa-
tion’’ and inserting ‘‘insured depository institution’’. 
(2) DEFINITIONS.—Section 2(o)(4) of the Bank Holding Com-
pany Act of 1956 (12 U.S.C. 1841(o)(4)) is amended— 
(A) in subparagraph (B), by striking ‘‘and’’ at the end; 
(B) in subparagraph (C)(ii), by striking the period at 
the end and inserting a semicolon; and 
(C) by adding at the end the following: 
‘‘(D) with respect to a State savings association, the 
State by which the savings association is chartered; and 
‘‘(E) with respect to a Federal savings association, the 
State in which the home office (as defined by the regula-
tions of the Director of the Office of Thrift Supervision, 
or, on and after the transfer date, the Comptroller of the 
Currency) of the Federal savings association is located.’’. 
(c) ACQUISITIONS BY SAVINGS AND LOAN HOLDING COMPANIES.— 
Section 10(e)(2) of the Home Owners’ Loan Act (12 U.S.C. 
1467a(e)(2)) is amended— 
(1) in paragraph (2)— 
(A) in subparagraph (C), by striking ‘‘or’’ at the end; 
(B) in subparagraph (D), by striking the period at 
the end and inserting ‘‘, or’’; and 
(C) by adding at the end the following: 
‘‘(E) in the case of an application by a savings and 
loan holding company to acquire an insured depository 
institution, if— 
‘‘(i) the home State of the insured depository 
institution is a State other than the home State of 
the savings and loan holding company; 
‘‘(ii) the applicant (including all insured depository 
institutions which are affiliates of the applicant) con-
trols, or upon consummation of the transaction would 
control, more than 10 percent of the total amount 
of deposits of insured depository institutions in the 
United States; and 
‘‘(iii) the acquisition does not involve an insured 
depository institution in default or in danger of default, 
or with respect to which the Federal Deposit Insurance 
Corporation provides assistance under section 13 of 
the Federal Deposit Insurance Act (12 U.S.C. 1823).’’; 
and 
(2) by adding at the end the following: 
‘‘(7) DEFINITIONS.—For purposes of paragraph (2)(E)— 
‘‘(A) the terms ‘default’, ‘in danger of default’, and 
‘insured depository institution’ have the same meanings 
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124 STAT. 1636 
PUBLIC LAW 111–203—JULY 21, 2010 
as in section 3 of the Federal Deposit Insurance Act (12 
U.S.C. 1813); and 
‘‘(B) the term ‘home State’ means— 
‘‘(i) with respect to a national bank, the State 
in which the main office of the bank is located; 
‘‘(ii) with respect to a State bank or State savings 
association, the State by which the savings association 
is chartered; 
‘‘(iii) with respect to a Federal savings association, 
the State in which the home office (as defined by 
the regulations of the Director of the Office of Thrift 
Supervision, or, on and after the transfer date, the 
Comptroller of the Currency) of the Federal savings 
association is located; and 
‘‘(iv) with respect to a savings and loan holding 
company, the State in which the amount of total 
deposits of all insured depository institution subsidi-
aries of such company was the greatest on the date 
on which the company became a savings and loan 
holding company.’’. 
SEC. 624. QUALIFIED THRIFT LENDERS. 
Section 10(m)(3) of the Home Owners’ Loan Act (12 U.S.C. 
1467a(m)(3)) is amended— 
(1) by striking subparagraph (A) and inserting the fol-
lowing: 
‘‘(A) IN GENERAL.—A savings association that fails to 
become or remain a qualified thrift lender shall imme-
diately be subject to the restrictions under subparagraph 
(B).’’; and 
(2) in subparagraph (B)(i), by striking subclause (III) and 
inserting the following: 
‘‘(III) DIVIDENDS.—The savings association 
may not pay dividends, except for dividends that— 
‘‘(aa) would be permissible for a national 
bank; 
‘‘(bb) are necessary to meet obligations of 
a company that controls such savings associa-
tion; and 
‘‘(cc) are specifically approved by the 
Comptroller of the Currency and the Board 
after a written request submitted to the Comp-
troller of the Currency and the Board by the 
savings association not later than 30 days 
before the date of the proposed payment. 
‘‘(IV) REGULATORY
AUTHORITY.—A savings 
association that fails to become or remain a quali-
fied thrift lender shall be deemed to have violated 
section 5 of the Home Owners’ Loan Act (12 U.S.C. 
1464) and subject to actions authorized by section 
5(d) of the Home Owners’ Loan Act (12 U.S.C. 
1464(d)).’’. 
SEC. 625. TREATMENT OF DIVIDENDS BY CERTAIN MUTUAL HOLDING 
COMPANIES. 
(a) IN GENERAL.—Section 10(o) of the Home Owners’ Loan 
Act (12 U.S.C. 1467a(o) is amended by adding at the end the 
following: 
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124 STAT. 1637 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(11) DIVIDENDS.— 
‘‘(A) DECLARATION OF DIVIDENDS.— 
‘‘(i) ADVANCE NOTICE REQUIRED.—Each subsidiary 
of a mutual holding company that is a savings associa-
tion shall give the appropriate Federal banking agency 
and the Board notice not later than 30 days before 
the date of a proposed declaration by the board of 
directors of the savings association of any dividend 
on the guaranty, permanent, or other nonwithdrawable 
stock of the savings association. 
‘‘(ii) INVALID DIVIDENDS.—Any dividend described 
in clause (i) that is declared without giving notice 
to the appropriate Federal banking agency and the 
Board under clause (i), or that is declared during the 
30-day period preceding the date of a proposed declara-
tion for which notice is given to the appropriate Federal 
banking agency and the Board under clause (i), shall 
be invalid and shall confer no rights or benefits upon 
the holder of any such stock. 
‘‘(B) WAIVER OF DIVIDENDS.—A mutual holding com-
pany may waive the right to receive any dividend declared 
by a subsidiary of the mutual holding company, if— 
‘‘(i) no insider of the mutual holding company, 
associate of an insider, or tax-qualified or non-tax- 
qualified employee stock benefit plan of the mutual 
holding company holds any share of the stock in the 
class of stock to which the waiver would apply; or 
‘‘(ii) the mutual holding company gives written 
notice to the Board of the intent of the mutual holding 
company to waive the right to receive dividends, not 
later than 30 days before the date of the proposed 
date of payment of the dividend, and the Board does 
not object to the waiver. 
‘‘(C) RESOLUTION
INCLUDED
IN
WAIVER
NOTICE.—A 
notice of a waiver under subparagraph (B) shall include 
a copy of the resolution of the board of directors of the 
mutual holding company, in such form and substance as 
the Board may determine, together with any supporting 
materials relied upon by the board of directors of the 
mutual holding company, concluding that the proposed divi-
dend waiver is consistent with the fiduciary duties of the 
board of directors to the mutual members of the mutual 
holding company. 
‘‘(D) STANDARDS FOR WAIVER OF DIVIDEND.—The Board 
may not object to a waiver of dividends under subparagraph 
(B) if— 
‘‘(i) the waiver would not be detrimental to the 
safe and sound operation of the savings association; 
‘‘(ii) the board of directors of the mutual holding 
company expressly determines that a waiver of the 
dividend by the mutual holding company is consistent 
with the fiduciary duties of the board of directors to 
the mutual members of the mutual holding company; 
and 
‘‘(iii) the mutual holding company has, prior to 
December 1, 2009— 
Deadline. 
Time period. 
Deadline. 
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124 STAT. 1638 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(I) reorganized into a mutual holding com-
pany under subsection (o); 
‘‘(II) issued minority stock either from its mid- 
tier stock holding company or its subsidiary stock 
savings association; and 
‘‘(III) waived dividends it had a right to receive 
from the subsidiary stock savings association. 
‘‘(E) VALUATION.— 
‘‘(i) IN GENERAL.—The appropriate Federal banking 
agency shall consider waived dividends in determining 
an appropriate exchange ratio in the event of a full 
conversion to stock form. 
‘‘(ii) EXCEPTION.—In the case of a savings associa-
tion that has reorganized into a mutual holding com-
pany, has issued minority stock from a mid-tier stock 
holding company or a subsidiary stock savings associa-
tion of the mutual holding company, and has waived 
dividends it had a right to receive from a subsidiary 
savings association before December 1, 2009, the appro-
priate Federal banking agency shall not consider 
waived dividends in determining an appropriate 
exchange ratio in the event of a full conversion to 
stock form.’’. 
(b) EFFECTIVE DATE.—The amendment made by subsection (a) 
shall take effect on the transfer date. 
SEC. 626. INTERMEDIATE HOLDING COMPANIES. 
The Home Owners’ Loan Act (12 U.S.C. 1461 et seq.) is 
amended by inserting after section 10 (12 U.S.C. 1467a) the fol-
lowing new section: 
‘‘SEC. 10A. INTERMEDIATE HOLDING COMPANIES. 
‘‘(a) DEFINITION.—For purposes of this section: 
‘‘(1) FINANCIAL ACTIVITIES.—The term ‘financial activities’ 
means activities described in clauses (i) and (ii) of section 
10(c)(9)(A). 
‘‘(2) GRANDFATHERED UNITARY SAVINGS AND LOAN HOLDING 
COMPANY.—The term ‘grandfathered unitary savings and loan 
holding company’ means a company described in section 
10(c)(9)(C). 
‘‘(3) INTERNAL FINANCIAL ACTIVITIES.—The term ‘internal 
financial activities’ includes— 
‘‘(A) internal financial activities conducted by a grand-
fathered savings and loan holding company or any affiliate; 
and 
‘‘(B) internal treasury, investment, and employee ben-
efit functions. 
‘‘(b) REQUIREMENT.— 
‘‘(1) IN GENERAL.— 
‘‘(A) ACTIVITIES OTHER THAN FINANCIAL ACTIVITIES.— 
If a grandfathered unitary savings and loan holding com-
pany conducts activities other than financial activities, the 
Board may require such company to establish and conduct 
all or a portion of such financial activities in or through 
an intermediate holding company, which shall be a savings 
and loan holding company, established pursuant to regula-
tions of the Board, not later than 90 days (or such longer 
Deadline. 
12 USC 1467b. 
12 USC 1467a 
note. 
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124 STAT. 1639 
PUBLIC LAW 111–203—JULY 21, 2010 
period as the Board may deem appropriate) after the 
transfer date. 
‘‘(B) OTHER
ACTIVITIES.—Notwithstanding subpara-
graph (A), the Board shall require a grandfathered unitary 
savings and loan holding company to establish an inter-
mediate holding company if the Board makes a determina-
tion that the establishment of such intermediate holding 
company is necessary— 
‘‘(i) to appropriately supervise activities that are 
determined to be financial activities; or 
‘‘(ii) to ensure that supervision by the Board does 
not extend to the activities of such company that are 
not financial activities. 
‘‘(2) INTERNAL FINANCIAL ACTIVITIES.— 
‘‘(A) TREATMENT OF INTERNAL FINANCIAL ACTIVITIES.— 
For purposes of this subsection, the internal financial 
activities of a grandfathered unitary savings and loan 
holding company shall not be required to be placed in 
an intermediate holding company. 
‘‘(B) GRANDFATHERED
ACTIVITIES.—A grandfathered 
unitary savings and loan holding company may continue 
to engage in an internal financial activity, subject to review 
by the Board to determine whether engaging in such 
activity presents undue risk to the grandfathered unitary 
savings and loan holding company or to the financial sta-
bility of the United States, if— 
‘‘(i) the grandfathered unitary savings and loan 
holding company engaged in the activity during the 
year before the date of enactment of this section; and 
‘‘(ii) at least 2⁄3 of the assets or 2⁄3 of the revenues 
generated from the activity are from or attributable 
to the grandfathered unitary savings and loan holding 
company. 
‘‘(3) SOURCE
OF
STRENGTH.—A grandfathered unitary 
savings and loan holding company that directly or indirectly 
controls an intermediate holding company established under 
this section shall serve as a source of strength to its subsidiary 
intermediate holding company. 
‘‘(4) PARENT COMPANY REPORTS.—The Board, may from time 
to time, examine and require reports under oath from a grand-
fathered unitary savings and loan holding company that con-
trols an intermediate holding company, and from the appro-
priate officers or directors of such company, solely for purposes 
of ensuring compliance with the provisions of this section, 
including assessing the ability of the company to serve as 
a source of strength to its subsidiary intermediate holding 
company as required under paragraph (3) and enforcing compli-
ance with such requirement. 
‘‘(5) LIMITED PARENT COMPANY ENFORCEMENT.— 
‘‘(A) IN GENERAL.—In addition to any other authority 
of the Board, the Board may enforce compliance with the 
provisions of this subsection that are applicable to any 
company described in paragraph (1)(A) that controls an 
intermediate holding company under section 8 of the Fed-
eral Deposit Insurance Act, and a company described in 
paragraph (1)(A) shall be subject to such section (solely 
for purposes of this subparagraph) in the same manner 
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124 STAT. 1640 
PUBLIC LAW 111–203—JULY 21, 2010 
and to the same extent as if the company described in 
paragraph (1)(A) were a savings and loan holding company. 
‘‘(B) APPLICATION OF OTHER ACT.—Any violation of this 
subsection by a grandfathered unitary savings and loan 
holding company that controls an intermediate holding 
company may also be treated as a violation of the Federal 
Deposit Insurance Act for purposes of subparagraph (A). 
‘‘(C) NO EFFECT ON OTHER AUTHORITY.—No provision 
of this paragraph shall be construed as limiting any 
authority of the Board or any other Federal agency under 
any other provision of law. 
‘‘(c) REGULATIONS.—The Board— 
‘‘(1) shall promulgate regulations to establish the criteria 
for determining whether to require a grandfathered unitary 
savings and loan holding company to establish an intermediate 
holding company under subsection (b); and 
‘‘(2) may promulgate regulations to establish any restric-
tions or limitations on transactions between an intermediate 
holding company or a parent of such company and its affiliates, 
as necessary to prevent unsafe and unsound practices in connec-
tion with transactions between the intermediate holding com-
pany, or any subsidiary thereof, and its parent company or 
affiliates that are not subsidiaries of the intermediate holding 
company, except that such regulations shall not restrict or 
limit any transaction in connection with the bona fide acquisi-
tion or lease by an unaffiliated person of assets, goods, or 
services. 
‘‘(d) RULES OF CONSTRUCTION.— 
‘‘(1) ACTIVITIES.—Nothing in this section shall be construed 
to require a grandfathered unitary savings and loan holding 
company to conform its activities to permissible activities. 
‘‘(2) PERMISSIBLE CORPORATE REORGANIZATION.—The forma-
tion of an intermediate holding company as required in sub-
section (b) shall be presumed to be a permissible corporate 
reorganization as described in section 10(c)(9)(D).’’. 
SEC. 627. INTEREST-BEARING TRANSACTION ACCOUNTS AUTHORIZED. 
(a) REPEAL
OF PROHIBITION
ON PAYMENT
OF INTEREST
ON 
DEMAND DEPOSITS.— 
(1) FEDERAL RESERVE ACT.—Section 19(i) of the Federal 
Reserve Act (12 U.S.C. 371a) is amended to read as follows: 
‘‘(i) [Repealed]’’. 
(2) HOME OWNERS’ LOAN ACT.—The first sentence of section 
5(b)(1)(B) of the Home Owners’ Loan Act (12 U.S.C. 
1464(b)(1)(B)) is amended by striking ‘‘savings association may 
not—’’ and all that follows through ‘‘(ii) permit any’’ and 
inserting ‘‘savings association may not permit any’’. 
(3) FEDERAL DEPOSIT INSURANCE ACT.—Section 18(g) of the 
Federal Deposit Insurance Act (12 U.S.C. 1828(g)) is amended 
to read as follows: 
‘‘(g) [Repealed]’’. 
(b) EFFECTIVE DATE.—The amendments made by subsection 
(a) shall take effect 1 year after the date of the enactment of 
this Act. 
SEC. 628. CREDIT CARD BANK SMALL BUSINESS LENDING. 
Section 2(c)(2)(F)(v) of the Bank Holding Company Act of 1956 
(12 U.S.C. 1841(c)(2)(F)(v)) is amended by inserting before the 
12 USC 371a 
note. 
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124 STAT. 1641 
PUBLIC LAW 111–203—JULY 21, 2010 
period the following: ‘‘, other than credit card loans that are made 
to businesses that meet the criteria for a small business concern 
to be eligible for business loans under regulations established by 
the Small Business Administration under part 121 of title 13, 
Code of Federal Regulations’’. 
TITLE VII—WALL STREET 
TRANSPARENCY AND ACCOUNTABILITY 
SEC. 701. SHORT TITLE. 
This title may be cited as the ‘‘Wall Street Transparency and 
Accountability Act of 2010’’. 
Subtitle A—Regulation of Over-the- 
Counter Swaps Markets 
PART I—REGULATORY AUTHORITY 
SEC. 711. DEFINITIONS. 
In this subtitle, the terms ‘‘prudential regulator’’, ‘‘swap’’, ‘‘swap 
dealer’’, ‘‘major swap participant’’, ‘‘swap data repository’’, ‘‘associ-
ated person of a swap dealer or major swap participant’’, ‘‘eligible 
contract participant’’, ‘‘swap execution facility’’, ‘‘security-based 
swap’’, ‘‘security-based swap dealer’’, ‘‘major security-based swap 
participant’’, and ‘‘associated person of a security-based swap dealer 
or major security-based swap participant’’ have the meanings given 
the terms in section 1a of the Commodity Exchange Act (7 U.S.C. 
1a), including any modification of the meanings under section 721(b) 
of this Act. 
SEC. 712. REVIEW OF REGULATORY AUTHORITY. 
(a) CONSULTATION.— 
(1) COMMODITY
FUTURES
TRADING
COMMISSION.—Before 
commencing any rulemaking or issuing an order regarding 
swaps, swap dealers, major swap participants, swap data 
repositories, derivative clearing organizations with regard to 
swaps, persons associated with a swap dealer or major swap 
participant, eligible contract participants, or swap execution 
facilities pursuant to this subtitle, the Commodity Futures 
Trading Commission shall consult and coordinate to the extent 
possible with the Securities and Exchange Commission and 
the prudential regulators for the purposes of assuring regu-
latory consistency and comparability, to the extent possible. 
(2) SECURITIES AND EXCHANGE COMMISSION.—Before com-
mencing any rulemaking or issuing an order regarding security- 
based swaps, security-based swap dealers, major security-based 
swap participants, security-based swap data repositories, 
clearing agencies with regard to security-based swaps, persons 
associated with a security-based swap dealer or major security- 
based swap participant, eligible contract participants with 
regard to security-based swaps, or security-based swap execu-
tion facilities pursuant to subtitle B, the Securities and 
Exchange Commission shall consult and coordinate to the 
15 USC 8302. 
15 USC 8301. 
15 USC 8301 
note. 
Wall Street 
Transparency 
and 
Accountability 
Act of 2010. 
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124 STAT. 1642 
PUBLIC LAW 111–203—JULY 21, 2010 
extent possible with the Commodity Futures Trading Commis-
sion and the prudential regulators for the purposes of assuring 
regulatory consistency and comparability, to the extent possible. 
(3) PROCEDURES
AND
DEADLINE.—Such regulations shall 
be prescribed in accordance with applicable requirements of 
title 5, United States Code, and shall be issued in final form 
not later than 360 days after the date of enactment of this 
Act. 
(4) APPLICABILITY.—The requirements of paragraphs (1) 
and (2) shall not apply to an order issued— 
(A) in connection with or arising from a violation or 
potential violation of any provision of the Commodity 
Exchange Act (7 U.S.C. 1 et seq.); 
(B) in connection with or arising from a violation or 
potential violation of any provision of the securities laws; 
or 
(C) in any proceeding that is conducted on the record 
in accordance with sections 556 and 557 of title 5, United 
States Code. 
(5) EFFECT.—Nothing in this subsection authorizes any 
consultation or procedure for consultation that is not consistent 
with the requirements of subchapter II of chapter 5, and chapter 
7, of title 5, United States Code (commonly known as the 
‘‘Administrative Procedure Act’’). 
(6) RULES; ORDERS.—In developing and promulgating rules 
or orders pursuant to this subsection, each Commission shall 
consider the views of the prudential regulators. 
(7) TREATMENT OF SIMILAR PRODUCTS AND ENTITIES.— 
(A) IN GENERAL.—In adopting rules and orders under 
this subsection, the Commodity Futures Trading Commis-
sion and the Securities and Exchange Commission shall 
treat functionally or economically similar products or enti-
ties described in paragraphs (1) and (2) in a similar 
manner. 
(B) EFFECT.—Nothing in this subtitle requires the 
Commodity Futures Trading Commission or the Securities 
and Exchange Commission to adopt joint rules or orders 
that treat functionally or economically similar products 
or entities described in paragraphs (1) and (2) in an iden-
tical manner. 
(8) MIXED
SWAPS.—The Commodity Futures Trading 
Commission and the Securities and Exchange Commission, 
after consultation with the Board of Governors, shall jointly 
prescribe such regulations regarding mixed swaps, as described 
in section 1a(47)(D) of the Commodity Exchange Act (7 U.S.C. 
1a(47)(D)) and in section 3(a)(68)(D) of the Securities Exchange 
Act of 1934 (15 U.S.C. 78c(a)(68)(D)), as may be necessary 
to carry out the purposes of this title. 
(b) LIMITATION.— 
(1) COMMODITY FUTURES TRADING COMMISSION.—Nothing 
in this title, unless specifically provided, confers jurisdiction 
on the Commodity Futures Trading Commission to issue a 
rule, regulation, or order providing for oversight or regulation 
of— 
(A) security-based swaps; or 
(B) with regard to its activities or functions concerning 
security-based swaps— 
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124 STAT. 1643 
PUBLIC LAW 111–203—JULY 21, 2010 
(i) security-based swap dealers; 
(ii) major security-based swap participants; 
(iii) security-based swap data repositories; 
(iv) associated persons of a security-based swap 
dealer or major security-based swap participant; 
(v) eligible contract participants with respect to 
security-based swaps; or 
(vi) swap execution facilities with respect to secu-
rity-based swaps. 
(2) SECURITIES AND EXCHANGE COMMISSION.—Nothing in 
this title, unless specifically provided, confers jurisdiction on 
the Securities and Exchange Commission or State securities 
regulators to issue a rule, regulation, or order providing for 
oversight or regulation of— 
(A) swaps; or 
(B) with regard to its activities or functions concerning 
swaps— 
(i) swap dealers; 
(ii) major swap participants; 
(iii) swap data repositories; 
(iv) persons associated with a swap dealer or major 
swap participant; 
(v) eligible contract participants with respect to 
swaps; or 
(vi) swap execution facilities with respect to swaps. 
(3) PROHIBITION ON CERTAIN FUTURES ASSOCIATIONS AND 
NATIONAL SECURITIES ASSOCIATIONS.— 
(A) FUTURES
ASSOCIATIONS.—Notwithstanding any 
other provision of law (including regulations), unless other-
wise authorized by this title, no futures association reg-
istered under section 17 of the Commodity Exchange Act 
(7 U.S.C. 21) may issue a rule, regulation, or order for 
the oversight or regulation of, or otherwise assert jurisdic-
tion over, for any purpose, any security-based swap, except 
that this subparagraph shall not limit the authority of 
a registered futures association to examine for compliance 
with, and enforce, its rules on capital adequacy. 
(B) NATIONAL
SECURITIES
ASSOCIATIONS.—Notwith-
standing any other provision of law (including regulations), 
unless otherwise authorized by this title, no national securi-
ties association registered under section 15A of the Securi-
ties Exchange Act of 1934 (15 U.S.C. 78o–3) may issue 
a rule, regulation, or order for the oversight or regulation 
of, or otherwise assert jurisdiction over, for any purpose, 
any swap, except that this subparagraph shall not limit 
the authority of a national securities association to examine 
for compliance with, and enforce, its rules on capital ade-
quacy. 
(c) OBJECTION TO COMMISSION REGULATION.— 
(1) FILING OF PETITION FOR REVIEW.— 
(A) IN GENERAL.—If either Commission referred to in 
this section determines that a final rule, regulation, or 
order of the other Commission conflicts with subsection 
(a)(7) or (b), then the complaining Commission may obtain 
review of the final rule, regulation, or order in the United 
States Court of Appeals for the District of Columbia Circuit 
by filing in the court, not later than 60 days after the 
Deadline. 
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124 STAT. 1644 
PUBLIC LAW 111–203—JULY 21, 2010 
date of publication of the final rule, regulation, or order, 
a written petition requesting that the rule, regulation, or 
order be set aside. 
(B) EXPEDITED PROCEEDING.—A proceeding described 
in subparagraph (A) shall be expedited by the United States 
Court of Appeals for the District of Columbia Circuit. 
(2) TRANSMITTAL OF PETITION AND RECORD.— 
(A) IN GENERAL.—A copy of a petition described in 
paragraph (1) shall be transmitted not later than 1 business 
day after the date of filing by the complaining Commission 
to the Secretary of the responding Commission. 
(B) DUTY OF RESPONDING COMMISSION.—On receipt of 
the copy of a petition described in paragraph (1), the 
responding Commission shall file with the United States 
Court of Appeals for the District of Columbia Circuit— 
(i) a copy of the rule, regulation, or order under 
review (including any documents referred to therein); 
and 
(ii) any other materials prescribed by the United 
States Court of Appeals for the District of Columbia 
Circuit. 
(3) STANDARD
OF
REVIEW.—The United States Court of 
Appeals for the District of Columbia Circuit shall— 
(A) give deference to the views of neither Commission; 
and 
(B) determine to affirm or set aside a rule, regulation, 
or order of the responding Commission under this sub-
section, based on the determination of the court as to 
whether the rule, regulation, or order is in conflict with 
subsection (a)(7) or (b), as applicable. 
(4) JUDICIAL STAY.—The filing of a petition by the com-
plaining Commission pursuant to paragraph (1) shall operate 
as a stay of the rule, regulation, or order until the date on 
which the determination of the United States Court of Appeals 
for the District of Columbia Circuit is final (including any 
appeal of the determination). 
(d) JOINT RULEMAKING.— 
(1) IN GENERAL.—Notwithstanding any other provision of 
this title and subsections (b) and (c), the Commodity Futures 
Trading Commission and the Securities and Exchange Commis-
sion, in consultation with the Board of Governors, shall further 
define the terms ‘‘swap’’, ‘‘security-based swap’’, ‘‘swap dealer’’, 
‘‘security-based swap dealer’’, ‘‘major swap participant’’, ‘‘major 
security-based swap participant’’, ‘‘eligible contract participant’’, 
and ‘‘security-based swap agreement’’ in section 1a(47)(A)(v) 
of the Commodity Exchange Act (7 U.S.C. 1a(47)(A)(v)) and 
section 3(a)(78) of the Securities Exchange Act of 1934 (15 
U.S.C. 78c(a)(78)). 
(2) AUTHORITY OF THE COMMISSIONS.— 
(A) IN GENERAL.—Notwithstanding any other provision 
of this title, the Commodity Futures Trading Commission 
and the Securities and Exchange Commission, in consulta-
tion with the Board of Governors, shall jointly adopt such 
other rules regarding such definitions as the Commodity 
Futures Trading Commission and the Securities and 
Deadline. 
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124 STAT. 1645 
PUBLIC LAW 111–203—JULY 21, 2010 
Exchange Commission determine are necessary and appro-
priate, in the public interest, and for the protection of 
investors. 
(B) TRADE
REPOSITORY
RECORDKEEPING.—Notwith-
standing any other provision of this title, the Commodity 
Futures Trading Commission and the Securities and 
Exchange Commission, in consultation with the Board of 
Governors, shall engage in joint rulemaking to jointly adopt 
a rule or rules governing the books and records that are 
required to be kept and maintained regarding security- 
based swap agreements by persons that are registered as 
swap data repositories under the Commodity Exchange 
Act, including uniform rules that specify the data elements 
that shall be collected and maintained by each repository. 
(C) BOOKS AND RECORDS.—Notwithstanding any other 
provision of this title, the Commodity Futures Trading 
Commission and the Securities and Exchange Commission, 
in consultation with the Board of Governors, shall engage 
in joint rulemaking to jointly adopt a rule or rules gov-
erning books and records regarding security-based swap 
agreements, including daily trading records, for swap 
dealers, major swap participants, security-based swap 
dealers, and security-based swap participants. 
(D) COMPARABLE RULES.—Rules and regulations pre-
scribed jointly under this title by the Commodity Futures 
Trading Commission and the Securities and Exchange 
Commission shall be comparable to the maximum extent 
possible, 
taking 
into 
consideration 
differences 
in 
instruments and in the applicable statutory requirements. 
(E) TRACKING UNCLEARED TRANSACTIONS.—Any rules 
prescribed under subparagraph (A) shall require the 
maintenance of records of all activities relating to security- 
based swap agreement transactions defined under subpara-
graph (A) that are not cleared. 
(F) 
SHARING
OF
INFORMATION.—The 
Commodity 
Futures Trading Commission shall make available to the 
Securities and Exchange Commission information relating 
to security-based swap agreement transactions defined in 
subparagraph (A) that are not cleared. 
(3) FINANCIAL STABILITY OVERSIGHT COUNCIL.—In the event 
that the Commodity Futures Trading Commission and the Secu-
rities and Exchange Commission fail to jointly prescribe rules 
pursuant to paragraph (1) or (2) in a timely manner, at the 
request of either Commission, the Financial Stability Oversight 
Council shall resolve the dispute— 
(A) within a reasonable time after receiving the 
request; 
(B) after consideration of relevant information provided 
by each Commission; and 
(C) by agreeing with 1 of the Commissions regarding 
the entirety of the matter or by determining a compromise 
position. 
(4) JOINT INTERPRETATION.—Any interpretation of, or guid-
ance by either Commission regarding, a provision of this title, 
shall be effective only if issued jointly by the Commodity 
Futures Trading Commission and the Securities and Exchange 
Commission, after consultation with the Board of Governors, 
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124 STAT. 1646 
PUBLIC LAW 111–203—JULY 21, 2010 
if this title requires the Commodity Futures Trading Commis-
sion and the Securities and Exchange Commission to issue 
joint regulations to implement the provision. 
(e) GLOBAL RULEMAKING TIMEFRAME.—Unless otherwise pro-
vided in this title, or an amendment made by this title, the Com-
modity Futures Trading Commission or the Securities and Exchange 
Commission, or both, shall individually, and not jointly, promulgate 
rules and regulations required of each Commission under this title 
or an amendment made by this title not later than 360 days 
after the date of enactment of this Act. 
(f) RULES
AND
REGISTRATION
BEFORE
FINAL
EFFECTIVE 
DATES.—Beginning on the date of enactment of this Act and not-
withstanding the effective date of any provision of this Act, the 
Commodity Futures Trading Commission and the Securities and 
Exchange Commission may, in order to prepare for the effective 
dates of the provisions of this Act— 
(1) promulgate rules, regulations, or orders permitted or 
required by this Act; 
(2) conduct studies and prepare reports and recommenda-
tions required by this Act; 
(3) register persons under the provisions of this Act; and 
(4) exempt persons, agreements, contracts, or transactions 
from provisions of this Act, under the terms contained in this 
Act, 
provided, however, that no action by the Commodity Futures 
Trading Commission or the Securities and Exchange Commission 
described in paragraphs (1) through (4) shall become effective prior 
to the effective date applicable to such action under the provisions 
of this Act. 
SEC. 713. PORTFOLIO MARGINING CONFORMING CHANGES. 
(a) SECURITIES EXCHANGE ACT OF 1934.—Section 15(c)(3) of 
the Securities Exchange Act of 1934 (15 U.S.C. 78o(c)(3)) is amended 
by adding at the end the following: 
‘‘(C) 
Notwithstanding 
any 
provision 
of 
sections 
2(a)(1)(C)(i) or 4d(a)(2) of the Commodity Exchange Act 
and the rules and regulations thereunder, and pursuant 
to an exemption granted by the Commission under section 
36 of this title or pursuant to a rule or regulation, cash 
and securities may be held by a broker or dealer registered 
pursuant to subsection (b)(1) and also registered as a 
futures commission merchant pursuant to section 4f(a)(1) 
of the Commodity Exchange Act, in a portfolio margining 
account carried as a futures account subject to section 
4d of the Commodity Exchange Act and the rules and 
regulations thereunder, pursuant to a portfolio margining 
program approved by the Commodity Futures Trading 
Commission, and subject to subchapter IV of chapter 7 
of title 11 of the United States Code and the rules and 
regulations thereunder. The Commission shall consult with 
the Commodity Futures Trading Commission to adopt rules 
to ensure that such transactions and accounts are subject 
to comparable requirements to the extent practicable for 
similar products.’’. 
(b) COMMODITY EXCHANGE ACT.—Section 4d of the Commodity 
Exchange Act (7 U.S.C. 6d) is amended by adding at the end 
the following: 
Consultation. 
Deadline. 
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124 STAT. 1647 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(h) Notwithstanding subsection (a)(2) or the rules and regula-
tions thereunder, and pursuant to an exemption granted by the 
Commission under section 4(c) of this Act or pursuant to a rule 
or regulation, a futures commission merchant that is registered 
pursuant to section 4f(a)(1) of this Act and also registered as a 
broker or dealer pursuant to section 15(b)(1) of the Securities 
Exchange Act of 1934 may, pursuant to a portfolio margining pro-
gram approved by the Securities and Exchange Commission pursu-
ant to section 19(b) of the Securities Exchange Act of 1934, hold 
in a portfolio margining account carried as a securities account 
subject to section 15(c)(3) of the Securities Exchange Act of 1934 
and the rules and regulations thereunder, a contract for the pur-
chase or sale of a commodity for future delivery or an option 
on such a contract, and any money, securities or other property 
received from a customer to margin, guarantee or secure such 
a contract, or accruing to a customer as the result of such a 
contract. The Commission shall consult with the Securities and 
Exchange Commission to adopt rules to ensure that such trans-
actions and accounts are subject to comparable requirements to 
the extent practical for similar products.’’. 
(c) DUTY OF COMMODITY FUTURES TRADING COMMISSION.—Sec-
tion 20 of the Commodity Exchange Act (7 U.S.C. 24) is amended 
by adding at the end the following: 
‘‘(c) The Commission shall exercise its authority to ensure that 
securities held in a portfolio margining account carried as a futures 
account are customer property and the owners of those accounts 
are customers for the purposes of subchapter IV of chapter 7 of 
title 11 of the United States Code.’’. 
SEC. 714. ABUSIVE SWAPS. 
The Commodity Futures Trading Commission or the Securities 
and Exchange Commission, or both, individually may, by rule or 
order— 
(1) collect information as may be necessary concerning 
the markets for any types of— 
(A) swap (as defined in section 1a of the Commodity 
Exchange Act (7 U.S.C. 1a)); or 
(B) security-based swap (as defined in section 1a of 
the Commodity Exchange Act (7 U.S.C. 1a)); and 
(2) issue a report with respect to any types of swaps or 
security-based swaps that the Commodity Futures Trading 
Commission or the Securities and Exchange Commission deter-
mines to be detrimental to— 
(A) the stability of a financial market; or 
(B) participants in a financial market. 
SEC. 715. AUTHORITY TO PROHIBIT PARTICIPATION IN SWAP ACTIVI-
TIES. 
Except as provided in section 4 of the Commodity Exchange 
Act (7 U.S.C. 6), if the Commodity Futures Trading Commission 
or the Securities and Exchange Commission determines that the 
regulation of swaps or security-based swaps markets in a foreign 
country undermines the stability of the United States financial 
system, either Commission, in consultation with the Secretary of 
the Treasury, may prohibit an entity domiciled in the foreign 
country from participating in the United States in any swap or 
security-based swap activities. 
15 USC 8304. 
Reports. 
15 USC 8303. 
Consultation. 
Contracts. 
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124 STAT. 1648 
PUBLIC LAW 111–203—JULY 21, 2010 
SEC. 716. PROHIBITION AGAINST FEDERAL GOVERNMENT BAILOUTS 
OF SWAPS ENTITIES. 
(a) PROHIBITION
ON FEDERAL ASSISTANCE.—Notwithstanding 
any other provision of law (including regulations), no Federal assist-
ance may be provided to any swaps entity with respect to any 
swap, security-based swap, or other activity of the swaps entity. 
(b) DEFINITIONS.—In this section: 
(1) FEDERAL ASSISTANCE.—The term ‘‘Federal assistance’’ 
means the use of any advances from any Federal Reserve 
credit facility or discount window that is not part of a program 
or facility with broad-based eligibility under section 13(3)(A) 
of the Federal Reserve Act, Federal Deposit Insurance Corpora-
tion insurance or guarantees for the purpose of— 
(A) making any loan to, or purchasing any stock, equity 
interest, or debt obligation of, any swaps entity; 
(B) purchasing the assets of any swaps entity; 
(C) guaranteeing any loan or debt issuance of any 
swaps entity; or 
(D) 
entering 
into 
any 
assistance 
arrangement 
(including tax breaks), loss sharing, or profit sharing with 
any swaps entity. 
(2) SWAPS ENTITY.— 
(A) IN GENERAL.—The term ‘‘swaps entity’’ means any 
swap dealer, security-based swap dealer, major swap 
participant, major security-based swap participant, that 
is registered under— 
(i) the Commodity Exchange Act (7 U.S.C. 1 et 
seq.); or 
(ii) the Securities Exchange Act of 1934 (15 U.S.C. 
78a et seq.). 
(B) EXCLUSION.—The term ‘‘swaps entity’’ does not 
include any major swap participant or major security-based 
swap participant that is an insured depository institution. 
(c) AFFILIATES
OF INSURED DEPOSITORY INSTITUTIONS.—The 
prohibition on Federal assistance contained in subsection (a) does 
not apply to and shall not prevent an insured depository institution 
from having or establishing an affiliate which is a swaps entity, 
as long as such insured depository institution is part of a bank 
holding company, or savings and loan holding company, that is 
supervised by the Federal Reserve and such swaps entity affiliate 
complies with sections 23A and 23B of the Federal Reserve Act 
and such other requirements as the Commodity Futures Trading 
Commission or the Securities Exchange Commission, as appro-
priate, and the Board of Governors of the Federal Reserve System, 
may determine to be necessary and appropriate. 
(d) ONLY BONA FIDE HEDGING AND TRADITIONAL BANK ACTIVI-
TIES PERMITTED.—The prohibition in subsection (a) shall apply to 
any insured depository institution unless the insured depository 
institution limits its swap or security-based swap activities to: 
(1) Hedging and other similar risk mitigating activities 
directly related to the insured depository institution’s activities. 
(2) Acting as a swaps entity for swaps or security-based 
swaps involving rates or reference assets that are permissible 
for investment by a national bank under the paragraph des-
ignated as ‘‘Seventh.’’ of section 5136 of the Revised Statutes 
of the United States ( 12 U.S.C. 24), other than as described 
in paragraph (3). 
Applicability. 
15 USC 8305. 
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124 STAT. 1649 
PUBLIC LAW 111–203—JULY 21, 2010 
(3) LIMITATION ON CREDIT DEFAULT SWAPS.—Acting as a 
swaps entity for credit default swaps, including swaps or secu-
rity-based swaps referencing the credit risk of asset-backed 
securities as defined in section 3(a)(77) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78c(a)(77)) (as amended by 
this Act) shall not be considered a bank permissible activity 
for purposes of subsection (d)(2) unless such swaps or security- 
based swaps are cleared by a derivatives clearing organization 
(as such term is defined in section la of the Commodity 
Exchange Act (7 U.S.C. la)) or a clearing agency (as such 
term is defined in section 3 of the Securities Exchange Act 
(15 U.S.C. 78c)) that is registered, or exempt from registration, 
as a derivatives clearing organization under the Commodity 
Exchange Act or as a clearing agency under the Securities 
Exchange Act, respectively. 
(e) EXISTING SWAPS AND SECURITY-BASED SWAPS.—The prohibi-
tion in subsection (a) shall only apply to swaps or security-based 
swaps entered into by an insured depository institution after the 
end of the transition period described in subsection (f). 
(f) TRANSITION PERIOD.—To the extent an insured depository 
institution qualifies as a ‘‘swaps entity’’ and would be subject to 
the Federal assistance prohibition in subsection (a), the appropriate 
Federal banking agency, after consulting with and considering the 
views of the Commodity Futures Trading Commission or the Securi-
ties Exchange Commission, as appropriate, shall permit the insured 
depository institution up to 24 months to divest the swaps entity 
or cease the activities that require registration as a swaps entity. 
In establishing the appropriate transition period to effect such 
divestiture or cessation of activities, which may include making 
the swaps entity an affiliate of the insured depository institution, 
the appropriate Federal banking agency shall take into account 
and make written findings regarding the potential impact of such 
divestiture or cessation of activities on the insured depository 
institution’s (1) mortgage lending, (2) small business lending, (3) 
job creation, and (4) capital formation versus the potential negative 
impact on insured depositors and the Deposit Insurance Fund of 
the Federal Deposit Insurance Corporation. The appropriate Federal 
banking agency may consider such other factors as may be appro-
priate. The appropriate Federal banking agency may place such 
conditions on the insured depository institution’s divestiture or 
ceasing of activities of the swaps entity as it deems necessary 
and appropriate. The transition period under this subsection may 
be extended by the appropriate Federal banking agency, after con-
sultation with the Commodity Futures Trading Commission and 
the Securities and Exchange Commission, for a period of up to 
1 additional year. 
(g) EXCLUDED ENTITIES.—For purposes of this section, the term 
‘‘swaps entity’’ shall not include any insured depository institution 
under the Federal Deposit Insurance Act or a covered financial 
company under title II which is in a conservatorship, receivership, 
or a bridge bank operated by the Federal Deposit Insurance Cor-
poration. 
(h) EFFECTIVE DATE.—The prohibition in subsection (a) shall 
be effective 2 years following the date on which this Act is effective. 
(i) LIQUIDATION REQUIRED.— 
(1) IN GENERAL.— 
Applicability. 
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124 STAT. 1650 
PUBLIC LAW 111–203—JULY 21, 2010 
(A) FDIC INSURED INSTITUTIONS.—All swaps entities 
that are FDIC insured institutions that are put into 
receivership or declared insolvent as a result of swap or 
security-based swap activity of the swaps entities shall 
be subject to the termination or transfer of that swap 
or security-based swap activity in accordance with 
applicable law prescribing the treatment of those contracts. 
No taxpayer funds shall be used to prevent the receivership 
of any swap entity resulting from swap or security-based 
swap activity of the swaps entity. 
(B) INSTITUTIONS THAT POSE A SYSTEMIC RISK AND ARE 
SUBJECT TO HEIGHTENED PRUDENTIAL SUPERVISION AS REGU-
LATED UNDER SECTION 113.—All swaps entities that are 
institutions that pose a systemic risk and are subject to 
heightened prudential supervision as regulated under sec-
tion 113, that are put into receivership or declared insolvent 
as a result of swap or security-based swap activity of the 
swaps entities shall be subject to the termination or 
transfer of that swap or security-based swap activity in 
accordance with applicable law prescribing the treatment 
of those contracts. No taxpayer funds shall be used to 
prevent the receivership of any swap entity resulting from 
swap or security-based swap activity of the swaps entity. 
(C) NON-FDIC INSURED, NON-SYSTEMICALLY
SIGNIFI-
CANT INSTITUTIONS NOT SUBJECT TO HEIGHTENED PRUDEN-
TIAL SUPERVISION AS REGULATED UNDER SECTION 113.—No 
taxpayer resources shall be used for the orderly liquidation 
of any swaps entities that are non-FDIC insured, non- 
systemically significant institutions not subject to height-
ened prudential supervision as regulated under section 113. 
(2) RECOVERY OF FUNDS.—All funds expended on the termi-
nation or transfer of the swap or security-based swap activity 
of the swaps entity shall be recovered in accordance with 
applicable law from the disposition of assets of such swap 
entity or through assessments, including on the financial sector 
as provided under applicable law. 
(3) NO LOSSES TO TAXPAYERS.—Taxpayers shall bear no 
losses from the exercise of any authority under this title. 
(j) PROHIBITION
ON UNREGULATED COMBINATION
OF SWAPS 
ENTITIES AND BANKING.—At no time following adoption of the rules 
in subsection (k) may a bank or bank holding company be permitted 
to be or become a swap entity unless it conducts its swap or 
security-based swap activity in compliance with such minimum 
standards set by its prudential regulator as are reasonably cal-
culated to permit the swaps entity to conduct its swap or security- 
based swap activities in a safe and sound manner and mitigate 
systemic risk. 
(k) RULES.—In prescribing rules, the prudential regulator for 
a swaps entity shall consider the following factors: 
(1) The expertise and managerial strength of the swaps 
entity, including systems for effective oversight. 
(2) The financial strength of the swaps entity. 
(3) Systems for identifying, measuring and controlling risks 
arising from the swaps entity’s operations. 
(4) Systems for identifying, measuring and controlling the 
swaps entity’s participation in existing markets. 
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124 STAT. 1651 
PUBLIC LAW 111–203—JULY 21, 2010 
(5) Systems for controlling the swaps entity’s participation 
or entry into in new markets and products. 
(l) AUTHORITY
OF
THE
FINANCIAL
STABILITY
OVERSIGHT 
COUNCIL.—The Financial Stability Oversight Council may deter-
mine that, when other provisions established by this Act are insuffi-
cient to effectively mitigate systemic risk and protect taxpayers, 
that swaps entities may no longer access Federal assistance with 
respect to any swap, security-based swap, or other activity of the 
swaps entity. Any such determination by the Financial Stability 
Oversight Council of a prohibition of federal assistance shall be 
made on an institution-by-institution basis, and shall require the 
vote of not fewer than two-thirds of the members of the Financial 
Stability Oversight Council, which must include the vote by the 
Chairman of the Council, the Chairman of the Board of Governors 
of the Federal Reserve System, and the Chairperson of the Federal 
Deposit Insurance Corporation. Notice and hearing requirements 
for such determinations shall be consistent with the standards 
provided in title I. 
(m) BAN
ON
PROPRIETARY
TRADING
IN
DERIVATIVES.—An 
insured depository institution shall comply with the prohibition 
on proprietary trading in derivatives as required by section 619 
of the Dodd-Frank Wall Street Reform and Consumer Protection 
Act. 
SEC. 717. NEW PRODUCT APPROVAL CFTC—SEC PROCESS. 
(a) AMENDMENTS TO THE COMMODITY EXCHANGE ACT.—Section 
2(a)(1)(C) of the Commodity Exchange Act (7 U.S.C. 2(a)(1)(C)) 
is amended— 
(1) in clause (i) by striking ‘‘This’’ and inserting ‘‘(I) Except 
as provided in subclause (II), this’’; and 
(2) by adding at the end of clause (i) the following: 
‘‘(II) This Act shall apply to and the Commis-
sion shall have jurisdiction with respect to 
accounts, agreements, and transactions involving, 
and may permit the listing for trading pursuant 
to section 5c(c) of, a put, call, or other option 
on 1 or more securities (as defined in section 2(a)(1) 
of the Securities Act of 1933 or section 3(a)(10) 
of the Securities Exchange Act of 1934 on the 
date of enactment of the Futures Trading Act of 
1982), including any group or index of such securi-
ties, or any interest therein or based on the value 
thereof, that is exempted by the Securities and 
Exchange Commission pursuant to section 36(a)(1) 
of the Securities Exchange Act of 1934 with the 
condition that the Commission exercise concurrent 
jurisdiction over such put, call, or other option; 
provided, however, that nothing in this paragraph 
shall be construed to affect the jurisdiction and 
authority of the Securities and Exchange Commis-
sion over such put, call, or other option.’’. 
(b) AMENDMENTS TO THE SECURITIES EXCHANGE ACT OF 1934.— 
The Securities Exchange Act of 1934 is amended by adding the 
following section after section 3A (15 U.S.C. 78c–1): 
‘‘SEC. 3B. SECURITIES-RELATED DERIVATIVES. 
‘‘(a) Any agreement, contract, or transaction (or class thereof) 
that is exempted by the Commodity Futures Trading Commission 
15 USC 78c–2. 
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124 STAT. 1652 
PUBLIC LAW 111–203—JULY 21, 2010 
pursuant to section 4(c)(1) of the Commodity Exchange Act (7 
U.S.C. 6(c)(1)) with the condition that the Commission exercise 
concurrent jurisdiction over such agreement, contract, or transaction 
(or class thereof) shall be deemed a security for purposes of the 
securities laws. 
‘‘(b) With respect to any agreement, contract, or transaction 
(or class thereof) that is exempted by the Commodity Futures 
Trading Commission pursuant to section 4(c)(1) of the Commodity 
Exchange Act (7 U.S.C. 6(c)(1)) with the condition that the Commis-
sion exercise concurrent jurisdiction over such agreement, contract, 
or transaction (or class thereof), references in the securities laws 
to the ‘purchase’ or ‘sale’ of a security shall be deemed to include 
the execution, termination (prior to its scheduled maturity date), 
assignment, exchange, or similar transfer or conveyance of, or extin-
guishing of rights or obligations under such agreement, contract, 
or transaction, as the context may require.’’. 
(c) AMENDMENT TO SECURITIES EXCHANGE ACT OF 1934.—Sec-
tion 19(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78s(b)) 
is amended by adding at the end the following: 
‘‘(10) Notwithstanding paragraph (2), the time period 
within which the Commission is required by order to approve 
a proposed rule change or institute proceedings to determine 
whether the proposed rule change should be disapproved is 
stayed pending a determination by the Commission upon the 
request of the Commodity Futures Trading Commission or its 
Chairman that the Commission issue a determination as to 
whether a product that is the subject of such proposed rule 
change is a security pursuant to section 718 of the Wall Street 
Transparency and Accountability Act of 2010.’’. 
(d) AMENDMENT
TO
COMMODITY
EXCHANGE
ACT.—Section 
5c(c)(1) of the Commodity Exchange Act (7 U.S.C. 7a–2(c)(1)) is 
amended— 
(1) by striking ‘‘Subject to paragraph (2)’’ and inserting 
the following: 
‘‘(A) ELECTION.—Subject to paragraph (2)’’; and 
(2) by adding at the end the following: 
‘‘(B) CERTIFICATION.—The certification of a product 
pursuant to this paragraph shall be stayed pending a deter-
mination by the Commission upon the request of the Securi-
ties and Exchange Commission or its Chairman that the 
Commission issue a determination as to whether the 
product that is the subject of such certification is a contract 
of sale of a commodity for future delivery, an option on 
such a contract, or an option on a commodity pursuant 
to section 718 of the Wall Street Transparency and Account-
ability Act of 2010.’’. 
SEC. 718. DETERMINING STATUS OF NOVEL DERIVATIVE PRODUCTS. 
(a) PROCESS FOR DETERMINING THE STATUS OF A NOVEL DERIVA-
TIVE PRODUCT.— 
(1) NOTICE.— 
(A) IN GENERAL.—Any person filing a proposal to list 
or trade a novel derivative product that may have elements 
of both securities and contracts of sale of a commodity 
for future delivery (or options on such contracts or options 
on commodities) may concurrently provide notice and fur-
nish a copy of such filing with the Securities and Exchange 
15 USC 8306. 
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124 STAT. 1653 
PUBLIC LAW 111–203—JULY 21, 2010 
Commission and the Commodity Futures Trading Commis-
sion. Any such notice shall state that notice has been 
made with both Commissions. 
(B) NOTIFICATION.—If no concurrent notice is made 
pursuant to subparagraph (A), within 5 business days after 
determining that a proposal that seeks to list or trade 
a novel derivative product may have elements of both secu-
rities and contracts of sale of a commodity for future 
delivery (or options on such contracts or options on 
commodities), the Securities and Exchange Commission or 
the Commodity Futures Trading Commission, as applicable, 
shall notify the other Commission and provide a copy of 
such filing to the other Commission. 
(2) REQUEST FOR DETERMINATION.— 
(A) IN GENERAL.—No later than 21 days after receipt 
of a notice under paragraph (1), or upon its own initiative 
if no such notice is received, the Commodity Futures 
Trading Commission may request that the Securities and 
Exchange Commission issue a determination as to whether 
a product is a security, as defined in section 3(a)(10) of 
the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(10)). 
(B) REQUEST.—No later than 21 days after receipt of 
a notice under paragraph (1), or upon its own initiative 
if no such notice is received, the Securities and Exchange 
Commission may request that the Commodity Futures 
Trading Commission issue a determination as to whether 
a product is a contract of sale of a commodity for future 
delivery, an option on such a contract, or an option on 
a commodity subject to the Commodity Futures Trading 
Commission’s exclusive jurisdiction under section 2(a)(1)(A) 
of the Commodity Exchange Act (7 U.S.C. 2(a)(1)(A)). 
(C) REQUIREMENT RELATING TO REQUEST.—A request 
under subparagraph (A) or (B) shall be made by submitting 
such request, in writing, to the Securities and Exchange 
Commission or the Commodity Futures Trading Commis-
sion, as applicable. 
(D) EFFECT.—Nothing in this paragraph shall be con-
strued to prevent— 
(i) the Commodity Futures Trading Commission 
from requesting that the Securities and Exchange 
Commission grant an exemption pursuant to section 
36(a)(1) of the Securities Exchange Act of 1934 (15 
U.S.C. 78mm(a)(1)) with respect to a product that is 
the subject of a filing under paragraph (1); or 
(ii) the Securities and Exchange Commission from 
requesting that the Commodity Futures Trading 
Commission grant an exemption pursuant to section 
4(c)(1) of the Commodity Exchange Act (7 U.S.C. 
6(c)(1)) with respect to a product that is the subject 
of a filing under paragraph (1), 
Provided, however, that nothing in this subparagraph shall 
be construed to require the Commodity Futures Trading 
Commission or the Securities and Exchange Commission 
to issue an exemption requested pursuant to this subpara-
graph; provided further, That an order granting or denying 
an exemption described in this subparagraph and issued 
Deadline. 
Deadline. 
Deadline. 
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124 STAT. 1654 
PUBLIC LAW 111–203—JULY 21, 2010 
under paragraph (3)(B) shall not be subject to judicial 
review pursuant to subsection (b). 
(E) WITHDRAWAL
OF
REQUEST.—A request under 
subparagraph (A) or (B) may be withdrawn by the Commis-
sion making the request at any time prior to a determina-
tion being made pursuant to paragraph (3) for any reason 
by providing written notice to the head of the other 
Commission. 
(3) DETERMINATION.—Notwithstanding any other provision 
of law, no later than 120 days after the date of receipt of 
a request— 
(A) under subparagraph (A) or (B) of paragraph (2), 
unless such request has been withdrawn pursuant to para-
graph (2)(E), the Securities and Exchange Commission or 
the Commodity Futures Trading Commission, as applicable, 
shall, by order, issue the determination requested in 
subparagraph (A) or (B) of paragraph (2), as applicable, 
and the reasons therefor; or 
(B) under paragraph (2)(D), unless such request has 
been withdrawn, the Securities and Exchange Commission 
or the Commodity Futures Trading Commission, as 
applicable, shall grant an exemption or provide reasons 
for not granting such exemption, provided that any decision 
by the Securities and Exchange Commission not to grant 
such exemption shall not be reviewable under section 25 
of the Securities Exchange Act of 1934 (15 U.S.C. 78y). 
(b) JUDICIAL RESOLUTION.— 
(1) 
IN
GENERAL.—The 
Commodity 
Futures 
Trading 
Commission or the Securities and Exchange Commission may 
petition the United States Court of Appeals for the District 
of Columbia Circuit for review of a final order of the other 
Commission issued pursuant to subsection (a)(3)(A), with 
respect to a novel derivative product that may have elements 
of both securities and contracts of sale of a commodity for 
future delivery (or options on such contracts or options on 
commodities) that it believes affects its statutory jurisdiction 
within 60 days after the date of entry of such order, a written 
petition requesting a review of the order. Any such proceeding 
shall be expedited by the Court of Appeals. 
(2) TRANSMITTAL OF PETITION AND RECORD.—A copy of a 
petition described in paragraph (1) shall be transmitted not 
later than 1 business day after filing by the complaining 
Commission to the responding Commission. On receipt of the 
petition, the responding Commission shall file with the court 
a copy of the order under review and any documents referred 
to therein, and any other materials prescribed by the court. 
(3) STANDARD OF REVIEW.—The court, in considering a peti-
tion filed pursuant to paragraph (1), shall give no deference 
to, or presumption in favor of, the views of either Commission. 
(4) JUDICIAL STAY.—The filing of a petition by the com-
plaining Commission pursuant to paragraph (1) shall operate 
as a stay of the order, until the date on which the determination 
of the court is final (including any appeal of the determination). 
SEC. 719. STUDIES. 
(a) STUDY ON EFFECTS OF POSITION LIMITS ON TRADING ON 
EXCHANGES IN THE UNITED STATES.— 
15 USC 8307. 
Deadline. 
Deadline. 
Deadline. 
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124 STAT. 1655 
PUBLIC LAW 111–203—JULY 21, 2010 
(1) STUDY.—The Commodity Futures Trading Commission, 
in consultation with each entity that is a designated contract 
market under the Commodity Exchange Act, shall conduct a 
study of the effects (if any) of the position limits imposed 
pursuant to the other provisions of this title on excessive specu-
lation and on the movement of transactions from exchanges 
in the United States to trading venues outside the United 
States. 
(2) REPORT TO THE CONGRESS.—Within 12 months after 
the imposition of position limits pursuant to the other provi-
sions of this title, the Commodity Futures Trading Commission, 
in consultation with each entity that is a designated contract 
market under the Commodity Exchange Act, shall submit to 
the Congress a report on the matters described in paragraph 
(1). 
(3) REQUIRED HEARING.—Within 30 legislative days after 
the submission to the Congress of the report described in para-
graph (2), the Committee on Agriculture of the House of Rep-
resentatives shall hold a hearing examining the findings of 
the report. 
(4) BIENNIAL REPORTING.—In addition to the study required 
in paragraph (1), the Chairman of the Commodity Futures 
Trading Commission shall prepare and submit to the Congress 
biennial reports on the growth or decline of the derivatives 
markets in the United States and abroad, which shall include 
assessments of the causes of any such growth or decline, the 
effectiveness of regulatory regimes in managing systemic risk, 
a comparison of the costs of compliance at the time of the 
report for market participants subject to regulation by the 
United States with the costs of compliance in December 2008 
for the market participants, and the quality of the available 
data. In preparing the report, the Chairman shall solicit the 
views of, consult with, and address the concerns raised by, 
market 
participants, 
regulators, 
legislators, 
and 
other 
interested parties. 
(b) STUDY ON FEASIBILITY OF REQUIRING USE OF STANDARDIZED 
ALGORITHMIC DESCRIPTIONS FOR FINANCIAL DERIVATIVES.— 
(1) IN GENERAL.—The Securities and Exchange Commission 
and the Commodity Futures Trading Commission shall conduct 
a joint study of the feasibility of requiring the derivatives 
industry to adopt standardized computer-readable algorithmic 
descriptions which may be used to describe complex and 
standardized financial derivatives. 
(2) GOALS.—The algorithmic descriptions defined in the 
study shall be designed to facilitate computerized analysis of 
individual derivative contracts and to calculate net exposures 
to complex derivatives. The algorithmic descriptions shall be 
optimized for simultaneous use by— 
(A) commercial users and traders of derivatives; 
(B) derivative clearing houses, exchanges and elec-
tronic trading platforms; 
(C) trade repositories and regulator investigations of 
market activities; and 
(D) systemic risk regulators. 
The study will also examine the extent to which the algorithmic 
description, together with standardized and extensible legal 
Deadline. 
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124 STAT. 1656 
PUBLIC LAW 111–203—JULY 21, 2010 
definitions, may serve as the binding legal definition of deriva-
tive contracts. The study will examine the logistics of possible 
implementations of standardized algorithmic descriptions for 
derivatives contracts. The study shall be limited to electronic 
formats for exchange of derivative contract descriptions and 
will not contemplate disclosure of proprietary valuation models. 
(3) INTERNATIONAL
COORDINATION.—In conducting the 
study, the Securities and Exchange Commission and the Com-
modity Futures Trading Commission shall coordinate the study 
with international financial institutions and regulators as 
appropriate and practical. 
(4) REPORT.—Within 8 months after the date of the enact-
ment of this Act, the Securities and Exchange Commission 
and the Commodity Futures Trading Commission shall jointly 
submit to the Committees on Agriculture and on Financial 
Services of the House of Representatives and the Committees 
on Agriculture, Nutrition, and Forestry and on Banking, 
Housing, and Urban Affairs of the Senate a written report 
which contains the results of the study required by paragraphs 
(1) through (3). 
(c) INTERNATIONAL SWAP REGULATION.— 
(1) 
IN
GENERAL.—The 
Commodity 
Futures 
Trading 
Commission and the Securities and Exchange Commission shall 
jointly conduct a study— 
(A) relating to— 
(i) swap regulation in the United States, Asia, 
and Europe; and 
(ii) clearing house and clearing agency regulation 
in the United States, Asia, and Europe; and 
(B) that identifies areas of regulation that are similar 
in the United States, Asia and Europe and other areas 
of regulation that could be harmonized 
(2) REPORT.—Not later than 18 months after the date of 
enactment of this Act, the Commodity Futures Trading 
Commission and the Securities and Exchange Commission shall 
submit to the Committee on Agriculture, Nutrition, and For-
estry and the Committee on Banking, Housing, and Urban 
Affairs of the Senate and the Committee on Agriculture and 
the Committee on Financial Services of the House of Represent-
atives a report that includes a description of the results of 
the study under subsection (a), including— 
(A) identification of the major exchanges and their 
regulator in each geographic area for the trading of swaps 
and security-based swaps including a listing of the major 
contracts and their trading volumes and notional values 
as well as identification of the major swap dealers partici-
pating in such markets; 
(B) identification of the major clearing houses and 
clearing agencies and their regulator in each geographic 
area for the clearing of swaps and security-based swaps, 
including a listing of the major contracts and the clearing 
volumes and notional values as well as identification of 
the major clearing members of such clearing houses and 
clearing agencies in such markets; 
(C) a description of the comparative methods of clearing 
swaps in the United States, Asia, and Europe; and 
Study. 
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124 STAT. 1657 
PUBLIC LAW 111–203—JULY 21, 2010 
(D) a description of the various systems used for estab-
lishing margin on individual swaps, security-based swaps, 
and swap portfolios. 
(d) STABLE VALUE CONTRACTS.— 
(1) DETERMINATION.— 
(A) STATUS.—Not later than 15 months after the date 
of the enactment of this Act, the Securities and Exchange 
Commission and the Commodity Futures Trading Commis-
sion shall, jointly, conduct a study to determine whether 
stable value contracts fall within the definition of a swap. 
In making the determination required under this subpara-
graph, the Commissions jointly shall consult with the 
Department of Labor, the Department of the Treasury, 
and the State entities that regulate the issuers of stable 
value contracts. 
(B) REGULATIONS.—If the Commissions determine that 
stable value contracts fall within the definition of a swap, 
the Commissions jointly shall determine if an exemption 
for stable value contracts from the definition of swap is 
appropriate and in the public interest. The Commissions 
shall issue regulations implementing the determinations 
required under this paragraph. Until the effective date 
of such regulations, and notwithstanding any other provi-
sion of this title, the requirements of this title shall not 
apply to stable value contracts. 
(C) LEGAL CERTAINTY.—Stable value contracts in effect 
prior to the effective date of the regulations described in 
subparagraph (B) shall not be considered swaps. 
(2) DEFINITION.—For purposes of this subsection, the term 
‘‘stable value contract’’ means any contract, agreement, or trans-
action that provides a crediting interest rate and guaranty 
or financial assurance of liquidity at contract or book value 
prior to maturity offered by a bank, insurance company, or 
other State or federally regulated financial institution for the 
benefit of any individual or commingled fund available as an 
investment in an employee benefit plan (as defined in section 
3(3) of the Employee Retirement Income Security Act of 1974, 
including plans described in section 3(32) of such Act) subject 
to participant direction, an eligible deferred compensation plan 
(as defined in section 457(b) of the Internal Revenue Code 
of 1986) that is maintained by an eligible employer described 
in section 457(e)(1)(A) of such Code, an arrangement described 
in section 403(b) of such Code, or a qualified tuition program 
(as defined in section 529 of such Code). 
SEC. 720. MEMORANDUM. 
(a)(1) The Commodity Futures Trading Commission and the 
Federal Energy Regulatory Commission shall, not later than 180 
days after the date of the enactment of this Act, negotiate a memo-
randum of understanding to establish procedures for— 
(A) applying their respective authorities in a manner so 
as to ensure effective and efficient regulation in the public 
interest; 
(B) resolving conflicts concerning overlapping jurisdiction 
between the 2 agencies; and 
(C) avoiding, to the extent possible, conflicting or duplica-
tive regulation. 
Deadline. 
15 USC 8308. 
Deadline. 
Study. 
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124 STAT. 1658 
PUBLIC LAW 111–203—JULY 21, 2010 
(2) Such memorandum and any subsequent amendments to 
the memorandum shall be promptly submitted to the appropriate 
committees of Congress. 
(b) The Commodity Futures Trading Commission and the Fed-
eral Energy Regulatory Commission shall, not later than 180 days 
after the date of the enactment of this section, negotiate a memo-
randum of understanding to share information that may be 
requested where either Commission is conducting an investigation 
into potential manipulation, fraud, or market power abuse in mar-
kets subject to such Commission’s regulation or oversight. Shared 
information shall remain subject to the same restrictions on disclo-
sure applicable to the Commission initially holding the information. 
PART II—REGULATION OF SWAP MARKETS 
SEC. 721. DEFINITIONS. 
(a) IN GENERAL.—Section 1a of the Commodity Exchange Act 
(7 U.S.C. 1a) is amended— 
(1) by redesignating paragraphs (2), (3) and (4), (5) through 
(17), (18) through (23), (24) through (28), (29), (30), (31) through 
(33), and (34) as paragraphs (6), (8) and (9), (11) through 
(23), (26) through (31), (34) through (38), (40), (41), (44) through 
(46), and (51), respectively; 
(2) by inserting after paragraph (1) the following: 
‘‘(2) APPROPRIATE
FEDERAL
BANKING
AGENCY.—The term 
‘appropriate Federal banking agency’— 
‘‘(A) has the meaning given the term in section 3 
of the Federal Deposit Insurance Act (12 U.S.C. 1813); 
‘‘(B) means the Board in the case of a noninsured 
State bank; and 
‘‘(C) is the Farm Credit Administration for farm credit 
system institutions. 
‘‘(3) ASSOCIATED PERSON OF A SECURITY-BASED SWAP DEALER 
OR MAJOR SECURITY-BASED SWAP PARTICIPANT.—The term ‘asso-
ciated person of a security-based swap dealer or major security- 
based swap participant’ has the meaning given the term in 
section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 
78c(a)). 
‘‘(4) ASSOCIATED PERSON OF A SWAP DEALER OR MAJOR SWAP 
PARTICIPANT.— 
‘‘(A) IN GENERAL.—The term ‘associated person of a 
swap dealer or major swap participant’ means a person 
who is associated with a swap dealer or major swap partici-
pant as a partner, officer, employee, or agent (or any person 
occupying a similar status or performing similar functions), 
in any capacity that involves— 
‘‘(i) the solicitation or acceptance of swaps; or 
‘‘(ii) the supervision of any person or persons so 
engaged. 
‘‘(B) EXCLUSION.—Other than for purposes of section 
4s(b)(6), the term ‘associated person of a swap dealer or 
major swap participant’ does not include any person associ-
ated with a swap dealer or major swap participant the 
functions of which are solely clerical or ministerial. 
‘‘(5) BOARD.—The term ‘Board’ means the Board of Gov-
ernors of the Federal Reserve System.’’; 
Deadline. 
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124 STAT. 1659 
PUBLIC LAW 111–203—JULY 21, 2010 
(3) by inserting after paragraph (6) (as redesignated by 
paragraph (1)) the following: 
‘‘(7) CLEARED SWAP.—The term ‘cleared swap’ means any 
swap that is, directly or indirectly, submitted to and cleared 
by a derivatives clearing organization registered with the 
Commission.’’; 
(4) in paragraph (9) (as redesignated by paragraph (1)), 
by striking ‘‘except onions’’ and all that follows through the 
period at the end and inserting the following: ‘‘except onions 
(as provided by the first section of Public Law 85–839 (7 U.S.C. 
13–1)) and motion picture box office receipts (or any index, 
measure, value, or data related to such receipts), and all serv-
ices, rights, and interests (except motion picture box office 
receipts, or any index, measure, value or data related to such 
receipts) in which contracts for future delivery are presently 
or in the future dealt in.’’; 
(5) by inserting after paragraph (9) (as redesignated by 
paragraph (1)) the following: 
‘‘(10) COMMODITY POOL.— 
‘‘(A) IN GENERAL.—The term ‘commodity pool’ means 
any investment trust, syndicate, or similar form of enter-
prise operated for the purpose of trading in commodity 
interests, including any— 
‘‘(i) commodity for future delivery, security futures 
product, or swap; 
‘‘(ii) agreement, contract, or transaction described 
in section 2(c)(2)(C)(i) or section 2(c)(2)(D)(i); 
‘‘(iii) commodity option authorized under section 
4c; or 
‘‘(iv) leverage transaction authorized under section 
19. 
‘‘(B) FURTHER DEFINITION.—The Commission, by rule 
or regulation, may include within, or exclude from, the 
term ‘commodity pool’ any investment trust, syndicate, or 
similar form of enterprise if the Commission determines 
that the rule or regulation will effectuate the purposes 
of this Act.’’; 
(6) by striking paragraph (11) (as redesignated by para-
graph (1)) and inserting the following: 
‘‘(11) COMMODITY POOL OPERATOR.— 
‘‘(A) IN GENERAL.—The term ‘commodity pool operator’ 
means any person— 
‘‘(i) engaged in a business that is of the nature 
of a commodity pool, investment trust, syndicate, or 
similar form of enterprise, and who, in connection 
therewith, solicits, accepts, or receives from others, 
funds, securities, or property, either directly or through 
capital contributions, the sale of stock or other forms 
of securities, or otherwise, for the purpose of trading 
in commodity interests, including any— 
‘‘(I) commodity for future delivery, security 
futures product, or swap; 
‘‘(II) 
agreement, 
contract, 
or 
transaction 
described 
in 
section 
2(c)(2)(C)(i) 
or 
section 
2(c)(2)(D)(i); 
‘‘(III) commodity option authorized under sec-
tion 4c; or 
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124 STAT. 1660 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(IV) leverage transaction authorized under 
section 19; or 
‘‘(ii) who is registered with the Commission as 
a commodity pool operator. 
‘‘(B) FURTHER DEFINITION.—The Commission, by rule 
or regulation, may include within, or exclude from, the 
term ‘commodity pool operator’ any person engaged in a 
business that is of the nature of a commodity pool, invest-
ment trust, syndicate, or similar form of enterprise if the 
Commission determines that the rule or regulation will 
effectuate the purposes of this Act.’’; 
(7) in paragraph (12) (as redesignated by paragraph (1)), 
in subparagraph (A)— 
(A) in clause (i)— 
(i) in subclause (I), by striking ‘‘made or to be 
made on or subject to the rules of a contract market 
or derivatives transaction execution facility’’ and 
inserting ‘‘, security futures product, or swap’’; 
(ii) by redesignating subclauses (II) and (III) as 
subclauses (III) and (IV); 
(iii) by inserting after subclause (I) the following: 
‘‘(II) any agreement, contract, or transaction 
described 
in 
section 
2(c)(2)(C)(i) 
or 
section 
2(c)(2)(D)(i)’’; and 
(iv) in subclause (IV) (as so redesignated), by 
striking ‘‘or’’; 
(B) in clause (ii), by striking the period at the end 
and inserting a semicolon; and 
(C) by adding at the end the following: 
‘‘(iii) is registered with the Commission as a com-
modity trading advisor; or 
‘‘(iv) the Commission, by rule or regulation, may 
include if the Commission determines that the rule 
or regulation will effectuate the purposes of this Act.’’; 
(8) in paragraph (17) (as redesignated by paragraph (1)), 
in subparagraph (A), in the matter preceding clause (i), by 
striking ‘‘paragraph (12)(A)’’ and inserting ‘‘paragraph (18)(A)’’; 
(9) in paragraph (18) (as redesignated by paragraph (1))— 
(A) in subparagraph (A)— 
(i) in the matter following clause (vii)(III)— 
(I) by striking ‘‘section 1a (11)(A)’’ and 
inserting ‘‘paragraph (17)(A)’’; and 
(II) by striking ‘‘$25,000,000’’ and inserting 
‘‘$50,000,000’’; and 
(ii) in clause (xi), in the matter preceding subclause 
(I), by striking ‘‘total assets in an amount’’ and 
inserting ‘‘amounts invested on a discretionary basis, 
the aggregate of which is’’; 
(10) by striking paragraph (22) (as redesignated by para-
graph (1)) and inserting the following: 
‘‘(22) FLOOR BROKER.— 
‘‘(A) IN GENERAL.—The term ‘floor broker’ means any 
person— 
‘‘(i) who, in or surrounding any pit, ring, post, 
or other place provided by a contract market for the 
meeting of persons similarly engaged, shall purchase 
or sell for any other person— 
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124 STAT. 1661 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(I) any commodity for future delivery, security 
futures product, or swap; or 
‘‘(II) any commodity option authorized under 
section 4c; or 
‘‘(ii) who is registered with the Commission as 
a floor broker. 
‘‘(B) FURTHER DEFINITION.—The Commission, by rule 
or regulation, may include within, or exclude from, the 
term ‘floor broker’ any person in or surrounding any pit, 
ring, post, or other place provided by a contract market 
for the meeting of persons similarly engaged who trades 
for any other person if the Commission determines that 
the rule or regulation will effectuate the purposes of this 
Act.’’; 
(11) by striking paragraph (23) (as redesignated by para-
graph (1)) and inserting the following: 
‘‘(23) FLOOR TRADER.— 
‘‘(A) IN GENERAL.—The term ‘floor trader’ means any 
person— 
‘‘(i) who, in or surrounding any pit, ring, post, 
or other place provided by a contract market for the 
meeting of persons similarly engaged, purchases, or 
sells solely for such person’s own account— 
‘‘(I) any commodity for future delivery, security 
futures product, or swap; or 
‘‘(II) any commodity option authorized under 
section 4c; or 
‘‘(ii) who is registered with the Commission as 
a floor trader. 
‘‘(B) FURTHER DEFINITION.—The Commission, by rule 
or regulation, may include within, or exclude from, the 
term ‘floor trader’ any person in or surrounding any pit, 
ring, post, or other place provided by a contract market 
for the meeting of persons similarly engaged who trades 
solely for such person’s own account if the Commission 
determines that the rule or regulation will effectuate the 
purposes of this Act.’’; 
(12) by inserting after paragraph (23) (as redesignated 
by paragraph (1)) the following: 
‘‘(24) FOREIGN
EXCHANGE
FORWARD.—The term ‘foreign 
exchange forward’ means a transaction that solely involves 
the exchange of 2 different currencies on a specific future 
date at a fixed rate agreed upon on the inception of the contract 
covering the exchange. 
‘‘(25) 
FOREIGN
EXCHANGE
SWAP.—The 
term 
‘foreign 
exchange swap’ means a transaction that solely involves— 
‘‘(A) an exchange of 2 different currencies on a specific 
date at a fixed rate that is agreed upon on the inception 
of the contract covering the exchange; and 
‘‘(B) a reverse exchange of the 2 currencies described 
in subparagraph (A) at a later date and at a fixed rate 
that is agreed upon on the inception of the contract covering 
the exchange.’’; 
(13) by striking paragraph (28) (as redesignated by para-
graph (1)) and inserting the following: 
‘‘(28) FUTURES COMMISSION MERCHANT.— 
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124 STAT. 1662 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(A) IN GENERAL.—The term ‘futures commission mer-
chant’ means an individual, association, partnership, cor-
poration, or trust— 
‘‘(i) that— 
‘‘(I) is— 
‘‘(aa) engaged in soliciting or in accepting 
orders for— 
‘‘(AA) the purchase or sale of a com-
modity for future delivery; 
‘‘(BB) a security futures product; 
‘‘(CC) a swap; 
‘‘(DD) any agreement, contract, or 
transaction 
described 
in 
section 
2(c)(2)(C)(i) or section 2(c)(2)(D)(i); 
‘‘(EE) any commodity option author-
ized under section 4c; or 
‘‘(FF) 
any 
leverage 
transaction 
authorized under section 19; or 
‘‘(bb) acting as a counterparty in any 
agreement, contract, or transaction described 
in section 2(c)(2)(C)(i) or section 2(c)(2)(D)(i); 
and 
‘‘(II) in or in connection with the activities 
described in items (aa) or (bb) of subclause (I), 
accepts any money, securities, or property (or 
extends credit in lieu thereof) to margin, guar-
antee, or secure any trades or contracts that result 
or may result therefrom; or 
‘‘(ii) that is registered with the Commission as 
a futures commission merchant. 
‘‘(B) FURTHER DEFINITION.—The Commission, by rule 
or regulation, may include within, or exclude from, the 
term ‘futures commission merchant’ any person who 
engages in soliciting or accepting orders for, or acting as 
a counterparty in, any agreement, contract, or transaction 
subject to this Act, and who accepts any money, securities, 
or property (or extends credit in lieu thereof) to margin, 
guarantee, or secure any trades or contracts that result 
or may result therefrom, if the Commission determines 
that the rule or regulation will effectuate the purposes 
of this Act.’’; 
(14) in paragraph (30) (as redesignated by paragraph (1)), 
in subparagraph (B), by striking ‘‘state’’ and inserting ‘‘State’’; 
(15) by striking paragraph (31) (as redesignated by para-
graph (1)) and inserting the following: 
‘‘(31) INTRODUCING BROKER.— 
‘‘(A) IN GENERAL.—The term ‘introducing broker’ means 
any person (except an individual who elects to be and 
is registered as an associated person of a futures commis-
sion merchant)— 
‘‘(i) who— 
‘‘(I) is engaged in soliciting or in accepting 
orders for— 
‘‘(aa) the purchase or sale of any com-
modity for future delivery, security futures 
product, or swap; 
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124 STAT. 1663 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(bb) any agreement, contract, or trans-
action described in section 2(c)(2)(C)(i) or sec-
tion 2(c)(2)(D)(i); 
‘‘(cc) any commodity option authorized 
under section 4c; or 
‘‘(dd) any leverage transaction authorized 
under section 19; and 
‘‘(II) does not accept any money, securities, 
or property (or extend credit in lieu thereof) to 
margin, guarantee, or secure any trades or con-
tracts that result or may result therefrom; or 
‘‘(ii) who is registered with the Commission as 
an introducing broker. 
‘‘(B) FURTHER DEFINITION.—The Commission, by rule 
or regulation, may include within, or exclude from, the 
term ‘introducing broker’ any person who engages in solic-
iting or accepting orders for any agreement, contract, or 
transaction subject to this Act, and who does not accept 
any money, securities, or property (or extend credit in 
lieu thereof) to margin, guarantee, or secure any trades 
or contracts that result or may result therefrom, if the 
Commission determines that the rule or regulation will 
effectuate the purposes of this Act.’’; 
(16) by inserting after paragraph (31) (as redesignated 
by paragraph (1)) the following: 
‘‘(32) MAJOR SECURITY-BASED SWAP PARTICIPANT.—The term 
‘major security-based swap participant’ has the meaning given 
the term in section 3(a) of the Securities Exchange Act of 
1934 (15 U.S.C. 78c(a)). 
‘‘(33) MAJOR SWAP PARTICIPANT.— 
‘‘(A) IN GENERAL.—The term ‘major swap participant’ 
means any person who is not a swap dealer, and— 
‘‘(i) maintains a substantial position in swaps for 
any of the major swap categories as determined by 
the Commission, excluding— 
‘‘(I) positions held for hedging or mitigating 
commercial risk; and 
‘‘(II) positions maintained by any employee 
benefit plan (or any contract held by such a plan) 
as defined in paragraphs (3) and (32) of section 
3 of the Employee Retirement Income Security 
Act of 1974 (29 U.S.C. 1002) for the primary pur-
pose of hedging or mitigating any risk directly 
associated with the operation of the plan; 
‘‘(ii) whose outstanding swaps create substantial 
counterparty exposure that could have serious adverse 
effects on the financial stability of the United States 
banking system or financial markets; or 
‘‘(iii)(I) is a financial entity that is highly leveraged 
relative to the amount of capital it holds and that 
is not subject to capital requirements established by 
an appropriate Federal banking agency; and 
‘‘(II) maintains a substantial position in out-
standing swaps in any major swap category as deter-
mined by the Commission. 
‘‘(B) DEFINITION OF SUBSTANTIAL POSITION.—For pur-
poses of subparagraph (A), the Commission shall define 
Regulations. 
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124 STAT. 1664 
PUBLIC LAW 111–203—JULY 21, 2010 
by rule or regulation the term ‘substantial position’ at 
the threshold that the Commission determines to be pru-
dent for the effective monitoring, management, and over-
sight of entities that are systemically important or can 
significantly impact the financial system of the United 
States. In setting the definition under this subparagraph, 
the Commission shall consider the person’s relative position 
in uncleared as opposed to cleared swaps and may take 
into consideration the value and quality of collateral held 
against counterparty exposures. 
‘‘(C) SCOPE OF DESIGNATION.—For purposes of subpara-
graph (A), a person may be designated as a major swap 
participant for 1 or more categories of swaps without being 
classified as a major swap participant for all classes of 
swaps. 
‘‘(D) EXCLUSIONS.—The definition under this paragraph 
shall not include an entity whose primary business is pro-
viding financing, and uses derivatives for the purpose of 
hedging underlying commercial risks related to interest 
rate and foreign currency exposures, 90 percent or more 
of which arise from financing that facilitates the purchase 
or lease of products, 90 percent or more of which are 
manufactured by the parent company or another subsidiary 
of the parent company.’’; 
(17) by inserting after paragraph (38) (as redesignated 
by paragraph (1)) the following: 
‘‘(39) PRUDENTIAL REGULATOR.—The term ‘prudential regu-
lator’ means— 
‘‘(A) the Board in the case of a swap dealer, major 
swap participant, security-based swap dealer, or major 
security-based swap participant that is— 
‘‘(i) a State-chartered bank that is a member of 
the Federal Reserve System; 
‘‘(ii) a State-chartered branch or agency of a foreign 
bank; 
‘‘(iii) any foreign bank which does not operate an 
insured branch; 
‘‘(iv) any organization operating under section 25A 
of the Federal Reserve Act or having an agreement 
with the Board under section 225 of the Federal 
Reserve Act; 
‘‘(v) any bank holding company (as defined in sec-
tion 2 of the Bank Holding Company Act of 1965 
(12 U.S.C. 1841)), any foreign bank (as defined in 
section 1(b)(7) of the International Banking Act of 1978 
(12 U.S.C. 3101(b)(7)) that is treated as a bank holding 
company under section 8(a) of the International 
Banking Act of 1978 (12 U.S.C. 3106(a)), and any sub-
sidiary of such a company or foreign bank (other than 
a subsidiary that is described in subparagraph (A) 
or (B) or that is required to be registered with the 
Commission as a swap dealer or major swap partici-
pant under this Act or with the Securities and 
Exchange Commission as a security-based swap dealer 
or major security-based swap participant); 
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124 STAT. 1665 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(vi) after the transfer date (as defined in section 
311 of the Dodd-Frank Wall Street Reform and Con-
sumer Protection Act), any savings and loan holding 
company (as defined in section 10 of the Home Owners’ 
Loan Act (12 U.S.C. 1467a)) and any subsidiary of 
such company (other than a subsidiary that is 
described in subparagraph (A) or (B) or that is required 
to be registered as a swap dealer or major swap partici-
pant with the Commission under this Act or with the 
Securities and Exchange Commission as a security- 
based swap dealer or major security-based swap 
participant); or 
‘‘(vii) any organization operating under section 25A 
of the Federal Reserve Act (12U.S.C. 611 et seq.) or 
having an agreement with the Board under section 
25 of the Federal Reserve Act (12 U.S.C. 601 et seq.); 
‘‘(B) the Office of the Comptroller of the Currency 
in the case of a swap dealer, major swap participant, secu-
rity-based swap dealer, or major security-based swap 
participant that is— 
‘‘(i) a national bank; 
‘‘(ii) a federally chartered branch or agency of a 
foreign bank; or 
‘‘(iii) any Federal savings association; 
‘‘(C) the Federal Deposit Insurance Corporation in the 
case of a swap dealer, major swap participant, security- 
based swap dealer, or major security-based swap partici-
pant that is— 
‘‘(i) a State-chartered bank that is not a member 
of the Federal Reserve System; or 
‘‘(ii) any State savings association; 
‘‘(D) the Farm Credit Administration, in the case of 
a swap dealer, major swap participant, security-based swap 
dealer, or major security-based swap participant that is 
an institution chartered under the Farm Credit Act of 
1971 (12 U.S.C. 2001 et seq.); and 
‘‘(E) the Federal Housing Finance Agency in the case 
of a swap dealer, major swap participant, security-based 
swap dealer, or major security-based swap participant that 
is a regulated entity (as such term is defined in section 
1303 of the Federal Housing Enterprises Financial Safety 
and Soundness Act of 1992).’’; 
(18) in paragraph (40) (as redesignated by paragraph (1))— 
(A) by striking subparagraph (B); 
(B) by redesignating subparagraphs (C), (D), and (E) 
as subparagraphs (B), (C), and (F), respectively; 
(C) in subparagraph (C) (as so redesignated), by 
striking ‘‘and’’; and 
(D) by inserting after subparagraph (C) (as so redesig-
nated) the following: 
‘‘(D) a swap execution facility registered under section 
5h; 
‘‘(E) a swap data repository registered under section 
21; and’’; 
(19) by inserting after paragraph (41) (as redesignated 
by paragraph (1)) the following: 
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124 STAT. 1666 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(42) SECURITY-BASED
SWAP.—The term ‘security-based 
swap’ has the meaning given the term in section 3(a) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78c(a)). 
‘‘(43) SECURITY-BASED SWAP DEALER.—The term ‘security- 
based swap dealer’ has the meaning given the term in section 
3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)).’’; 
(20) in paragraph (46) (as redesignated by paragraph (1)), 
by striking ‘‘subject to section 2(h)(7)’’ and inserting ‘‘subject 
to section 2(h)(5)’’; 
(21) by inserting after paragraph (46) (as redesignated 
by paragraph (1)) the following: 
‘‘(47) SWAP.— 
‘‘(A) IN GENERAL.—Except as provided in subparagraph 
(B), the term ‘swap’ means any agreement, contract, or 
transaction— 
‘‘(i) that is a put, call, cap, floor, collar, or similar 
option of any kind that is for the purchase or sale, 
or based on the value, of 1 or more interest or other 
rates, currencies, commodities, securities, instruments 
of indebtedness, indices, quantitative measures, or 
other financial or economic interests or property of 
any kind; 
‘‘(ii) that provides for any purchase, sale, payment, 
or delivery (other than a dividend on an equity secu-
rity) that is dependent on the occurrence, nonoccur-
rence, or the extent of the occurrence of an event 
or contingency associated with a potential financial, 
economic, or commercial consequence; 
‘‘(iii) that provides on an executory basis for the 
exchange, on a fixed or contingent basis, of 1 or more 
payments based on the value or level of 1 or more 
interest or other rates, currencies, commodities, securi-
ties, instruments of indebtedness, indices, quantitative 
measures, or other financial or economic interests or 
property of any kind, or any interest therein or based 
on the value thereof, and that transfers, as between 
the parties to the transaction, in whole or in part, 
the financial risk associated with a future change in 
any such value or level without also conveying a cur-
rent or future direct or indirect ownership interest 
in an asset (including any enterprise or investment 
pool) or liability that incorporates the financial risk 
so transferred, including any agreement, contract, or 
transaction commonly known as— 
‘‘(I) an interest rate swap; 
‘‘(II) a rate floor; 
‘‘(III) a rate cap; 
‘‘(IV) a rate collar; 
‘‘(V) a cross-currency rate swap; 
‘‘(VI) a basis swap; 
‘‘(VII) a currency swap; 
‘‘(VIII) a foreign exchange swap; 
‘‘(IX) a total return swap; 
‘‘(X) an equity index swap; 
‘‘(XI) an equity swap; 
‘‘(XII) a debt index swap; 
‘‘(XIII) a debt swap; 
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124 STAT. 1667 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(XIV) a credit spread; 
‘‘(XV) a credit default swap; 
‘‘(XVI) a credit swap; 
‘‘(XVII) a weather swap; 
‘‘(XVIII) an energy swap; 
‘‘(XIX) a metal swap; 
‘‘(XX) an agricultural swap; 
‘‘(XXI) an emissions swap; and 
‘‘(XXII) a commodity swap; 
‘‘(iv) that is an agreement, contract, or transaction 
that is, or in the future becomes, commonly known 
to the trade as a swap; 
‘‘(v) including any security-based swap agreement 
which meets the definition of ‘swap agreement’ as 
defined in section 206A of the Gramm-Leach-Bliley 
Act (15 U.S.C. 78c note) of which a material term 
is based on the price, yield, value, or volatility of any 
security or any group or index of securities, or any 
interest therein; or 
‘‘(vi) that is any combination or permutation of, 
or option on, any agreement, contract, or transaction 
described in any of clauses (i) through (v). 
‘‘(B) EXCLUSIONS.—The term ‘swap’ does not include— 
‘‘(i) any contract of sale of a commodity for future 
delivery (or option on such a contract), leverage con-
tract authorized under section 19, security futures 
product, 
or 
agreement, 
contract, 
or 
transaction 
described in section 2(c)(2)(C)(i) or section 2(c)(2)(D)(i); 
‘‘(ii) any sale of a nonfinancial commodity or secu-
rity for deferred shipment or delivery, so long as the 
transaction is intended to be physically settled; 
‘‘(iii) any put, call, straddle, option, or privilege 
on any security, certificate of deposit, or group or index 
of securities, including any interest therein or based 
on the value thereof, that is subject to— 
‘‘(I) the Securities Act of 1933 (15 U.S.C. 77a 
et seq.); and 
‘‘(II) the Securities Exchange Act of 1934 (15 
U.S.C. 78a et seq.); 
‘‘(iv) any put, call, straddle, option, or privilege 
relating to a foreign currency entered into on a national 
securities exchange registered pursuant to section 6(a) 
of the Securities Exchange Act of 1934 (15 U.S.C. 
78f(a)); 
‘‘(v) any agreement, contract, or transaction pro-
viding for the purchase or sale of 1 or more securities 
on a fixed basis that is subject to— 
‘‘(I) the Securities Act of 1933 (15 U.S.C. 77a 
et seq.); and 
‘‘(II) the Securities Exchange Act of 1934 (15 
U.S.C. 78a et seq.); 
‘‘(vi) any agreement, contract, or transaction pro-
viding for the purchase or sale of 1 or more securities 
on a contingent basis that is subject to the Securities 
Act of 1933 (15 U.S.C. 77a et seq.) and the Securities 
Exchange Act of 1934 (15 U.S.C. 78a et seq.), unless 
the agreement, contract, or transaction predicates the 
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124 STAT. 1668 
PUBLIC LAW 111–203—JULY 21, 2010 
purchase or sale on the occurrence of a bona fide 
contingency that might reasonably be expected to affect 
or be affected by the creditworthiness of a party other 
than a party to the agreement, contract, or transaction; 
‘‘(vii) any note, bond, or evidence of indebtedness 
that is a security, as defined in section 2(a)(1) of the 
Securities Act of 1933 (15 U.S.C. 77b(a)(1)); 
‘‘(viii) any agreement, contract, or transaction that 
is— 
‘‘(I) based on a security; and 
‘‘(II) entered into directly or through an under-
writer (as defined in section 2(a)(11) of the Securi-
ties Act of 1933 (15 U.S.C. 77b(a)(11)) by the issuer 
of such security for the purposes of raising capital, 
unless the agreement, contract, or transaction is 
entered into to manage a risk associated with cap-
ital raising; 
‘‘(ix) any agreement, contract, or transaction a 
counterparty of which is a Federal Reserve bank, the 
Federal Government, or a Federal agency that is 
expressly backed by the full faith and credit of the 
United States; and 
‘‘(x) any security-based swap, other than a security- 
based swap as described in subparagraph (D). 
‘‘(C) RULE
OF
CONSTRUCTION
REGARDING
MASTER 
AGREEMENTS.— 
‘‘(i) IN
GENERAL.—Except as provided in clause 
(ii), the term ‘swap’ includes a master agreement that 
provides for an agreement, contract, or transaction that 
is a swap under subparagraph (A), together with each 
supplement to any master agreement, without regard 
to whether the master agreement contains an agree-
ment, contract, or transaction that is not a swap pursu-
ant to subparagraph (A). 
‘‘(ii) EXCEPTION.—For purposes of clause (i), the 
master agreement shall be considered to be a swap 
only with respect to each agreement, contract, or trans-
action covered by the master agreement that is a swap 
pursuant to subparagraph (A). 
‘‘(D) MIXED
SWAP.—The term ‘security-based swap’ 
includes any agreement, contract, or transaction that is 
as described in section 3(a)(68)(A) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78c(a)(68)(A)) and also 
is based on the value of 1 or more interest or other rates, 
currencies, commodities, instruments of indebtedness, 
indices, quantitative measures, other financial or economic 
interest or property of any kind (other than a single secu-
rity or a narrow-based security index), or the occurrence, 
non-occurrence, or the extent of the occurrence of an event 
or contingency associated with a potential financial, eco-
nomic, or commercial consequence (other than an event 
described in subparagraph (A)(iii)). 
‘‘(E) TREATMENT
OF
FOREIGN
EXCHANGE
SWAPS
AND 
FORWARDS.— 
‘‘(i) IN GENERAL.—Foreign exchange swaps and for-
eign exchange forwards shall be considered swaps 
under this paragraph unless the Secretary makes a 
Determination. 
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124 STAT. 1669 
PUBLIC LAW 111–203—JULY 21, 2010 
written determination under section 1b that either for-
eign exchange swaps or foreign exchange forwards or 
both— 
‘‘(I) should be not be regulated as swaps under 
this Act; and 
‘‘(II) are not structured to evade the Dodd- 
Frank Wall Street Reform and Consumer Protec-
tion Act in violation of any rule promulgated by 
the Commission pursuant to section 721(c) of that 
Act. 
‘‘(ii) CONGRESSIONAL NOTICE; EFFECTIVENESS.—The 
Secretary shall submit any written determination 
under clause (i) to the appropriate committees of Con-
gress, including the Committee on Agriculture, Nutri-
tion, and Forestry of the Senate and the Committee 
on Agriculture of the House of Representatives. Any 
such written determination by the Secretary shall not 
be effective until it is submitted to the appropriate 
committees of Congress. 
‘‘(iii) 
REPORTING.—Notwithstanding 
a 
written 
determination by the Secretary under clause (i), all 
foreign exchange swaps and foreign exchange forwards 
shall be reported to either a swap data repository, 
or, if there is no swap data repository that would 
accept such swaps or forwards, to the Commission 
pursuant to section 4r within such time period as 
the Commission may by rule or regulation prescribe. 
‘‘(iv) BUSINESS
STANDARDS.—Notwithstanding a 
written determination by the Secretary pursuant to 
clause (i), any party to a foreign exchange swap or 
forward that is a swap dealer or major swap participant 
shall conform to the business conduct standards con-
tained in section 4s(h). 
‘‘(v) SECRETARY.—For purposes of this subpara-
graph, the term ‘Secretary’ means the Secretary of 
the Treasury. 
‘‘(F) EXCEPTION FOR CERTAIN FOREIGN EXCHANGE SWAPS 
AND FORWARDS.— 
‘‘(i) REGISTERED ENTITIES.—Any foreign exchange 
swap and any foreign exchange forward that is listed 
and traded on or subject to the rules of a designated 
contract market or a swap execution facility, or that 
is cleared by a derivatives clearing organization, shall 
not be exempt from any provision of this Act or amend-
ments made by the Wall Street Transparency and 
Accountability Act of 2010 prohibiting fraud or manipu-
lation. 
‘‘(ii) RETAIL TRANSACTIONS.—Nothing in subpara-
graph (E) shall affect, or be construed to affect, the 
applicability of this Act or the jurisdiction of the 
Commission with respect to agreements, contracts, or 
transactions in foreign currency pursuant to section 
2(c)(2). 
‘‘(48) SWAP DATA REPOSITORY.—The term ‘swap data reposi-
tory’ means any person that collects and maintains information 
or records with respect to transactions or positions in, or the 
terms and conditions of, swaps entered into by third parties 
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124 STAT. 1670 
PUBLIC LAW 111–203—JULY 21, 2010 
for the purpose of providing a centralized recordkeeping facility 
for swaps. 
‘‘(49) SWAP DEALER.— 
‘‘(A) IN GENERAL.—The term ‘swap dealer’ means any 
person who— 
‘‘(i) holds itself out as a dealer in swaps; 
‘‘(ii) makes a market in swaps; 
‘‘(iii) regularly enters into swaps with counterpar-
ties as an ordinary course of business for its own 
account; or 
‘‘(iv) engages in any activity causing the person 
to be commonly known in the trade as a dealer or 
market maker in swaps, 
provided however, in no event shall an insured depository 
institution be considered to be a swap dealer to the extent 
it offers to enter into a swap with a customer in connection 
with originating a loan with that customer. 
‘‘(B) INCLUSION.—A person may be designated as a 
swap dealer for a single type or single class or category 
of swap or activities and considered not to be a swap 
dealer for other types, classes, or categories of swaps or 
activities. 
‘‘(C) EXCEPTION.—The term ‘swap dealer’ does not 
include a person that enters into swaps for such person’s 
own account, either individually or in a fiduciary capacity, 
but not as a part of a regular business. 
‘‘(D) DE MINIMIS EXCEPTION.—The Commission shall 
exempt from designation as a swap dealer an entity that 
engages in a de minimis quantity of swap dealing in connec-
tion with transactions with or on behalf of its customers. 
The Commission shall promulgate regulations to establish 
factors with respect to the making of this determination 
to exempt. 
‘‘(50) SWAP EXECUTION FACILITY.—The term ‘swap execution 
facility’ means a trading system or platform in which multiple 
participants have the ability to execute or trade swaps by 
accepting bids and offers made by multiple participants in 
the facility or system, through any means of interstate com-
merce, including any trading facility, that— 
‘‘(A) facilitates the execution of swaps between persons; 
and 
‘‘(B) is not a designated contract market.’’. 
(22) in paragraph (51) (as redesignated by paragraph (1)), 
in subparagraph (A)(i), by striking ‘‘partipants’’ and inserting 
‘‘participants’’. 
(b) AUTHORITY TO DEFINE TERMS.—The Commodity Futures 
Trading Commission may adopt a rule to define— 
(1) the term ‘‘commercial risk’’; and 
(2) any other term included in an amendment to the Com-
modity Exchange Act (7 U.S.C. 1 et seq.) made by this subtitle. 
(c) MODIFICATION OF DEFINITIONS.—To include transactions and 
entities that have been structured to evade this subtitle (or an 
amendment made by this subtitle), the Commodity Futures Trading 
Commission shall adopt a rule to further define the terms ‘‘swap’’, 
‘‘swap dealer’’, ‘‘major swap participant’’, and ‘‘eligible contract 
participant’’. 
15 USC 8321. 
15 USC 8321. 
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124 STAT. 1671 
PUBLIC LAW 111–203—JULY 21, 2010 
(d) EXEMPTIONS.—Section 4(c)(1) of the Commodity Exchange 
Act (7 U.S.C. 6(c)(1)) is amended by striking ‘‘except that’’ and 
all that follows through the period at the end and inserting the 
following: ‘‘except that— 
‘‘(A) unless the Commission is expressly authorized by any 
provision described in this subparagraph to grant exemptions, 
with respect to amendments made by subtitle A of the Wall 
Street Transparency and Accountability Act of 2010— 
‘‘(i) with respect to— 
‘‘(I) paragraphs (2), (3), (4), (5), and (7), paragraph 
(18)(A)(vii)(III), paragraphs (23), (24), (31), (32), (38), 
(39), (41), (42), (46), (47), (48), and (49) of section 
1a, and sections 2(a)(13), 2(c)(1)(D), 4a(a), 4a(b), 4d(c), 
4d(d), 4r, 4s, 5b(a), 5b(b), 5(d), 5(g), 5(h), 5b(c), 5b(i), 
8e, and 21; and 
‘‘(II) section 206(e) of the Gramm-Leach-Bliley Act 
(Public Law 106–102; 15 U.S.C. 78c note); and 
‘‘(ii) in sections 721(c) and 742 of the Dodd-Frank Wall 
Street Reform and Consumer Protection Act; and 
‘‘(B) the Commission and the Securities and Exchange 
Commission may by rule, regulation, or order jointly exclude 
any agreement, contract, or transaction from section 2(a)(1)(D)) 
if the Commissions determine that the exemption would be 
consistent with the public interest.’’. 
(e) CONFORMING AMENDMENTS.— 
(1) Section 2(c)(2)(B)(i)(II) of the Commodity Exchange Act 
(7 U.S.C. 2(c)(2)(B)(i)(II)) is amended— 
(A) in item (cc)— 
(i) in subitem (AA), by striking ‘‘section 1a(20)’’ 
and inserting ‘‘section 1a’’; and 
(ii) in subitem (BB), by striking ‘‘section 1a(20)’’ 
and inserting ‘‘section 1a’’; and 
(B) in item (dd), by striking ‘‘section 1a(12)(A)(ii)’’ and 
inserting ‘‘section 1a(18)(A)(ii)’’. 
(2) Section 4m(3) of the Commodity Exchange Act (7 U.S.C. 
6m(3)) is amended by striking ‘‘section 1a(6)’’ and inserting 
‘‘section 1a’’. 
(3) Section 4q(a)(1) of the Commodity Exchange Act (7 
U.S.C. 6o–1(a)(1)) is amended by striking ‘‘section 1a(4)’’ and 
inserting ‘‘section 1a(9)’’. 
(4) Section 5(e)(1) of the Commodity Exchange Act (7 U.S.C. 
7(e)(1)) is amended by striking ‘‘section 1a(4)’’ and inserting 
‘‘section 1a(9)’’. 
(5) Section 5a(b)(2)(F) of the Commodity Exchange Act 
(7 U.S.C. 7a(b)(2)(F)) is amended by striking ‘‘section 1a(4)’’ 
and inserting ‘‘section 1a(9)’’. 
(6) Section 5b(a) of the Commodity Exchange Act (7 U.S.C. 
7a–1(a)) is amended, in the matter preceding paragraph (1), 
by striking ‘‘section 1a(9)’’ and inserting ‘‘section 1a’’. 
(7) Section 5c(c)(2)(B) of the Commodity Exchange Act (7 
U.S.C. 7a–2(c)(2)(B)) is amended by striking ‘‘section 1a(4)’’ 
and inserting ‘‘section 1a(9)’’. 
(8) Section 6(g)(5)(B)(i) of the Securities Exchange Act of 
1934 (15 U.S.C. 78f(g)(5)(B)(i)) is amended— 
(A) in subclause (I), by striking ‘‘section 1a(12)(B)(ii)’’ 
and inserting ‘‘section 1a(18)(B)(ii)’’; and 
7 USC 6q. 
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124 STAT. 1672 
PUBLIC LAW 111–203—JULY 21, 2010 
(B) in subclause (II), by striking ‘‘section 1a(12)’’ and 
inserting ‘‘section 1a(18)’’. 
(9) Section 402 of the Legal Certainty for Bank Products 
Act of 2000 (7 U.S.C. 27 et seq.) is amended— 
(A) in subsection (a)(7), by striking ‘‘section 1a(20)’’ 
and inserting ‘‘section 1a’’; 
(B) in subsection (b)(2), by striking ‘‘section 1a(12)’’ 
and inserting ‘‘section 1a’’; and 
(C) in subsection (c), by striking ‘‘section 1a(4)’’ and 
inserting ‘‘section 1a’’. 
(10) The first section of Public Law 85–839 (7 U.S.C. 13– 
1) is amended in subsection (a), in the first sentence, by 
inserting ‘‘motion picture box office receipts (or any index, 
measure, value, or data related to such receipts) or’’ after 
‘‘sale of’’. 
(f) EFFECTIVE DATE.—Notwithstanding any other provision of 
this Act, the amendments made by subsection (a)(4) shall take 
effect on June 1, 2010. 
SEC. 722. JURISDICTION. 
(a) EXCLUSIVE JURISDICTION.—Section 2(a)(1) of the Commodity 
Exchange Act (7 U.S.C. 2(a)(1)) is amended— 
(1) in subparagraph (A), in the first sentence— 
(A) by inserting ‘‘the Wall Street Transparency and 
Accountability Act of 2010 (including an amendment made 
by that Act) and’’ after ‘‘otherwise provided in’’; 
(B) by striking ‘‘(C) and (D)’’ and inserting ‘‘(C), (D), 
and (I)’’; 
(C) by striking ‘‘(c) through (i) of this section’’ and 
inserting ‘‘(c) and (f)’’; 
(D) by striking ‘‘contracts of sale’’ and inserting ‘‘swaps 
or contracts of sale’’; and 
(E) by striking ‘‘or derivatives transaction execution 
facility registered pursuant to section 5 or 5a’’ and inserting 
‘‘pursuant to section 5 or a swap execution facility pursuant 
to section 5h’’; and 
(2) by adding at the end the following: 
‘‘(G)(i) Nothing in this paragraph shall limit the juris-
diction conferred on the Securities and Exchange Commis-
sion by the Wall Street Transparency and Accountability 
Act of 2010 with regard to security-based swap agreements 
as defined pursuant to section 3(a)(78) of the Securities 
Exchange Act of 1934, and security-based swaps. 
‘‘(ii) In addition to the authority of the Securities and 
Exchange Commission described in clause (i), nothing in 
this subparagraph shall limit or affect any statutory 
authority of the Commission with respect to an agreement, 
contract, or transaction described in clause (i). 
‘‘(H) Notwithstanding any other provision of law, the 
Wall Street Transparency and Accountability Act of 2010 
shall not apply to, and the Commodity Futures Trading 
Commission shall have no jurisdiction under such Act (or 
any amendments to the Commodity Exchange Act made 
by such Act) with respect to, any security other than a 
security-based swap.’’. 
7 USC 1a note. 
7 USC 27. 
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124 STAT. 1673 
PUBLIC LAW 111–203—JULY 21, 2010 
(b) REGULATION OF SWAPS UNDER FEDERAL AND STATE LAW.— 
Section 12 of the Commodity Exchange Act (7 U.S.C. 16) is amended 
by adding at the end the following: 
‘‘(h) REGULATION OF SWAPS AS INSURANCE UNDER STATE LAW.— 
A swap— 
‘‘(1) shall not be considered to be insurance; and 
‘‘(2) may not be regulated as an insurance contract under 
the law of any State.’’. 
(c) AGREEMENTS, CONTRACTS, AND TRANSACTIONS TRADED ON 
AN ORGANIZED EXCHANGE.—Section 2(c)(2)(A) of the Commodity 
Exchange Act (7 U.S.C. 2(c)(2)(A)) is amended— 
(1) in clause (i), by striking ‘‘or’’ at the end; 
(2) by redesignating clause (ii) as clause (iii); and 
(3) by inserting after clause (i) the following: 
‘‘(ii) a swap; or’’. 
(d) APPLICABILITY.—Section 2 of the Commodity Exchange Act 
(7 U.S.C. 2) (as amended by section 723(a)(3)) is amended by adding 
at the end the following: 
‘‘(i) APPLICABILITY.—The provisions of this Act relating to swaps 
that were enacted by the Wall Street Transparency and Account-
ability Act of 2010 (including any rule prescribed or regulation 
promulgated under that Act), shall not apply to activities outside 
the United States unless those activities— 
‘‘(1) have a direct and significant connection with activities 
in, or effect on, commerce of the United States; or 
‘‘(2) contravene such rules or regulations as the Commission 
may prescribe or promulgate as are necessary or appropriate 
to prevent the evasion of any provision of this Act that was 
enacted by the Wall Street Transparency and Accountability 
Act of 2010.’’. 
(e) 
FEDERAL
ENERGY
REGULATORY
COMMISSION.—Section 
2(a)(1) of the Commodity Exchange Act (7 U.S.C. 2(a)(1)) is amended 
by adding at the end the following: 
‘‘(I)(i) Nothing in this Act shall limit or affect any 
statutory authority of the Federal Energy Regulatory 
Commission or a State regulatory authority (as defined 
in section 3(21) of the Federal Power Act (16 U.S.C. 796(21)) 
with respect to an agreement, contract, or transaction that 
is entered into pursuant to a tariff or rate schedule 
approved by the Federal Energy Regulatory Commission 
or a State regulatory authority and is— 
‘‘(I) not executed, traded, or cleared on a registered 
entity or trading facility; or 
‘‘(II) executed, traded, or cleared on a registered 
entity or trading facility owned or operated by a 
regional transmission organization or independent 
system operator. 
‘‘(ii) In addition to the authority of the Federal Energy 
Regulatory Commission or a State regulatory authority 
described in clause (i), nothing in this subparagraph shall 
limit or affect— 
‘‘(I) any statutory authority of the Commission 
with respect to an agreement, contract, or transaction 
described in clause (i); or 
‘‘(II) the jurisdiction of the Commission under 
subparagraph (A) with respect to an agreement, con-
tract, or transaction that is executed, traded, or cleared 
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124 STAT. 1674 
PUBLIC LAW 111–203—JULY 21, 2010 
on a registered entity or trading facility that is not 
owned or operated by a regional transmission organiza-
tion or independent system operator (as defined by 
sections 3(27) and (28) of the Federal Power Act (16 
U.S.C. 796(27), 796(28)).’’. 
(f) PUBLIC INTEREST WAIVER.—Section 4(c) of the Commodity 
Exchange Act (7 U.S.C. 6(c)) (as amended by section 721(d)) is 
amended by adding at the end the following: 
‘‘(6) If the Commission determines that the exemption 
would be consistent with the public interest and the purposes 
of this Act, the Commission shall, in accordance with para-
graphs (1) and (2), exempt from the requirements of this Act 
an agreement, contract, or transaction that is entered into— 
‘‘(A) pursuant to a tariff or rate schedule approved 
or permitted to take effect by the Federal Energy Regu-
latory Commission; 
‘‘(B) pursuant to a tariff or rate schedule establishing 
rates or charges for, or protocols governing, the sale of 
electric energy approved or permitted to take effect by 
the regulatory authority of the State or municipality having 
jurisdiction to regulate rates and charges for the sale of 
electric energy within the State or municipality; or 
‘‘(C) between entities described in section 201(f) of the 
Federal Power Act (16 U.S.C. 824(f)).’’. 
(g) AUTHORITY OF FERC.—Nothing in the Wall Street Trans-
parency and Accountability Act of 2010 or the amendments to 
the Commodity Exchange Act made by such Act shall limit or 
affect any statutory enforcement authority of the Federal Energy 
Regulatory Commission pursuant to section 222 of the Federal 
Power Act and section 4A of the Natural Gas Act that existed 
prior to the date of enactment of the Wall Street Transparency 
and Accountability Act of 2010. 
(h) 
DETERMINATION.—The 
Commodity 
Exchange 
Act 
is 
amended by inserting after section 1a (7 U.S.C. 1a) the following: 
‘‘SEC. 
1b. 
REQUIREMENTS 
OF 
SECRETARY 
OF 
THE 
TREASURY 
REGARDING EXEMPTION OF FOREIGN EXCHANGE SWAPS 
AND FOREIGN EXCHANGE FORWARDS FROM DEFINITION 
OF THE TERM ‘SWAP’. 
‘‘(a) REQUIRED CONSIDERATIONS.—In determining whether to 
exempt foreign exchange swaps and foreign exchange forwards from 
the definition of the term ‘swap’, the Secretary of the Treasury 
(referred to in this section as the ‘Secretary’) shall consider— 
‘‘(1) whether the required trading and clearing of foreign 
exchange swaps and foreign exchange forwards would create 
systemic risk, lower transparency, or threaten the financial 
stability of the United States; 
‘‘(2) whether foreign exchange swaps and foreign exchange 
forwards are already subject to a regulatory scheme that is 
materially comparable to that established by this Act for other 
classes of swaps; 
‘‘(3) the extent to which bank regulators of participants 
in the foreign exchange market provide adequate supervision, 
including capital and margin requirements; 
‘‘(4) the extent of adequate payment and settlement sys-
tems; and 
7 USC 1b. 
15 USC 8322. 
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124 STAT. 1675 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(5) the use of a potential exemption of foreign exchange 
swaps and foreign exchange forwards to evade otherwise 
applicable regulatory requirements. 
‘‘(b) DETERMINATION.—If the Secretary makes a determination 
to exempt foreign exchange swaps and foreign exchange forwards 
from the definition of the term ‘swap’, the Secretary shall submit 
to the appropriate committees of Congress a determination that 
contains— 
‘‘(1) an explanation regarding why foreign exchange swaps 
and foreign exchange forwards are qualitatively different from 
other classes of swaps in a way that would make the foreign 
exchange swaps and foreign exchange forwards ill-suited for 
regulation as swaps; and 
‘‘(2) an identification of the objective differences of foreign 
exchange swaps and foreign exchange forwards with respect 
to standard swaps that warrant an exempted status. 
‘‘(c) EFFECT OF DETERMINATION.—A determination by the Sec-
retary under subsection (b) shall not exempt any foreign exchange 
swaps and foreign exchange forwards traded on a designated con-
tract market or swap execution facility from any applicable anti-
fraud and antimanipulation provision under this title.’’. 
SEC. 723. CLEARING. 
(a) CLEARING REQUIREMENT.— 
(1) IN GENERAL.—Section 2 of the Commodity Exchange 
Act (7 U.S.C. 2) is amended— 
(A) by striking subsections (d), (e), (g), and (h); and 
(B) by redesignating subsection (i) as subsection (g). 
(2) SWAPS; LIMITATION ON PARTICIPATION.—Section 2 of the 
Commodity Exchange Act (7 U.S.C. 2) (as amended by para-
graph (1)) is amended by inserting after subsection (c) the 
following: 
‘‘(d) SWAPS.—Nothing in this Act (other than subparagraphs 
(A), (B), (C), (D), (G), and (H) of subsection (a)(1), subsections 
(f) and (g), sections 1a, 2(a)(13), 2(c)(2)(A)(ii), 2(e), 2(h), 4(c), 4a, 
4b, and 4b–1, subsections (a), (b), and (g) of section 4c, sections 
4d, 4e, 4f, 4g, 4h, 4i, 4j, 4k, 4l, 4m, 4n, 4o, 4p, 4r, 4s, 4t, 5, 
5b, 5c, 5e, and 5h, subsections (c) and (d) of section 6, sections 
6c, 6d, 8, 8a, and 9, subsections (e)(2), (f), and (h) of section 12, 
subsections (a) and (b) of section 13, sections 17, 20, 21, and 22(a)(4), 
and any other provision of this Act that is applicable to registered 
entities or Commission registrants) governs or applies to a swap. 
‘‘(e) LIMITATION ON PARTICIPATION.—It shall be unlawful for 
any person, other than an eligible contract participant, to enter 
into a swap unless the swap is entered into on, or subject to 
the rules of, a board of trade designated as a contract market 
under section 5.’’. 
(3) MANDATORY CLEARING OF SWAPS.—Section 2 of the Com-
modity Exchange Act (7 U.S.C. 2) is amended by inserting 
after subsection (g) (as redesignated by paragraph (1)(B)) the 
following: 
‘‘(h) CLEARING REQUIREMENT.— 
‘‘(1) IN GENERAL.— 
‘‘(A) STANDARD FOR CLEARING.—It shall be unlawful 
for any person to engage in a swap unless that person 
submits such swap for clearing to a derivatives clearing 
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124 STAT. 1676 
PUBLIC LAW 111–203—JULY 21, 2010 
organization that is registered under this Act or a deriva-
tives clearing organization that is exempt from registration 
under this Act if the swap is required to be cleared. 
‘‘(B) OPEN ACCESS.—The rules of a derivatives clearing 
organization described in subparagraph (A) shall— 
‘‘(i) prescribe that all swaps (but not contracts 
of sale of a commodity for future delivery or options 
on such contracts) submitted to the derivatives clearing 
organization with the same terms and conditions are 
economically equivalent within the derivatives clearing 
organization and may be offset with each other within 
the derivatives clearing organization; and 
‘‘(ii) provide for non-discriminatory clearing of a 
swap (but not a contract of sale of a commodity for 
future delivery or option on such contract) executed 
bilaterally or on or through the rules of an unaffiliated 
designated contract market or swap execution facility. 
‘‘(2) COMMISSION REVIEW.— 
‘‘(A) COMMISSION-INITIATED REVIEW.— 
‘‘(i) The Commission on an ongoing basis shall 
review each swap, or any group, category, type, or 
class of swaps to make a determination as to whether 
the swap or group, category, type, or class of swaps 
should be required to be cleared. 
‘‘(ii) The Commission shall provide at least a 30- 
day public comment period regarding any determina-
tion made under clause (i). 
‘‘(B) SWAP SUBMISSIONS.— 
‘‘(i) A derivatives clearing organization shall 
submit to the Commission each swap, or any group, 
category, type, or class of swaps that it plans to accept 
for clearing, and provide notice to its members (in 
a manner to be determined by the Commission) of 
the submission. 
‘‘(ii) Any swap or group, category, type, or class 
of swaps listed for clearing by a derivative clearing 
organization as of the date of enactment of this sub-
section shall be considered submitted to the Commis-
sion. 
‘‘(iii) The Commission shall— 
‘‘(I) make available to the public submissions 
received under clauses (i) and (ii); 
‘‘(II) review each submission made under 
clauses (i) and (ii), and determine whether the 
swap, or group, category, type, or class of swaps 
described in the submission is required to be 
cleared; and 
‘‘(III) provide at least a 30-day public comment 
period regarding its determination as to whether 
the clearing requirement under paragraph (1)(A) 
shall apply to the submission. 
‘‘(C) DEADLINE.—The Commission shall make its deter-
mination under subparagraph (B)(iii) not later than 90 
days after receiving a submission made under subpara-
graphs (B)(i) and (B)(ii), unless the submitting derivatives 
clearing organization agrees to an extension for the time 
limitation established under this subparagraph. 
Public comment. 
Time period. 
Public 
information. 
Notice. 
Public comment. 
Time period. 
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124 STAT. 1677 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(D) DETERMINATION.— 
‘‘(i) In reviewing a submission made under 
subparagraph (B), the Commission shall review 
whether the submission is consistent with section 
5b(c)(2). 
‘‘(ii) In reviewing a swap, group of swaps, or class 
of swaps pursuant to subparagraph (A) or a submission 
made under subparagraph (B), the Commission shall 
take into account the following factors: 
‘‘(I) The existence of significant outstanding 
notional exposures, trading liquidity, and adequate 
pricing data. 
‘‘(II) The availability of rule framework, 
capacity, operational expertise and resources, and 
credit support infrastructure to clear the contract 
on terms that are consistent with the material 
terms and trading conventions on which the con-
tract is then traded. 
‘‘(III) The effect on the mitigation of systemic 
risk, taking into account the size of the market 
for such contract and the resources of the deriva-
tives clearing organization available to clear the 
contract. 
‘‘(IV) The effect on competition, including 
appropriate fees and charges applied to clearing. 
‘‘(V) The existence of reasonable legal certainty 
in the event of the insolvency of the relevant 
derivatives clearing organization or 1 or more of 
its clearing members with regard to the treatment 
of customer and swap counterparty positions, 
funds, and property. 
‘‘(iii) In making a determination under subpara-
graph (A) or (B)(iii) that the clearing requirement shall 
apply, the Commission may require such terms and 
conditions to the requirement as the Commission deter-
mines to be appropriate. 
‘‘(E) RULES.—Not later than 1 year after the date of 
the enactment of this subsection, the Commission shall 
adopt rules for a derivatives clearing organization’s submis-
sion for review, pursuant to this paragraph, of a swap, 
or a group, category, type, or class of swaps, that it seeks 
to accept for clearing. Nothing in this subparagraph limits 
the Commission from making a determination under 
subparagraph (B)(iii) for swaps described in subparagraph 
(B)(ii). 
‘‘(3) STAY OF CLEARING REQUIREMENT.— 
‘‘(A) IN
GENERAL.—After making a determination 
pursuant to paragraph (2)(B), the Commission, on applica-
tion of a counterparty to a swap or on its own initiative, 
may stay the clearing requirement of paragraph (1) until 
the Commission completes a review of the terms of the 
swap (or the group, category, type, or class of swaps) and 
the clearing arrangement. 
‘‘(B) DEADLINE.—The Commission shall complete a 
review undertaken pursuant to subparagraph (A) not later 
than 90 days after issuance of the stay, unless the deriva-
tives clearing organization that clears the swap, or group, 
Deadline. 
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124 STAT. 1678 
PUBLIC LAW 111–203—JULY 21, 2010 
category, type, or class of swaps agrees to an extension 
of the time limitation established under this subparagraph. 
‘‘(C) DETERMINATION.—Upon completion of the review 
undertaken pursuant to subparagraph (A), the Commission 
may— 
‘‘(i) determine, unconditionally or subject to such 
terms and conditions as the Commission determines 
to be appropriate, that the swap, or group, category, 
type, or class of swaps must be cleared pursuant to 
this subsection if it finds that such clearing is con-
sistent with paragraph (2)(D); or 
‘‘(ii) determine that the clearing requirement of 
paragraph (1) shall not apply to the swap, or group, 
category, type, or class of swaps. 
‘‘(D) RULES.—Not later than 1 year after the date 
of the enactment of the Wall Street Transparency and 
Accountability Act of 2010, the Commission shall adopt 
rules for reviewing, pursuant to this paragraph, a deriva-
tives clearing organization’s clearing of a swap, or a group, 
category, type, or class of swaps, that it has accepted for 
clearing. 
‘‘(4) PREVENTION OF EVASION.— 
‘‘(A) IN
GENERAL.—The Commission shall prescribe 
rules under this subsection (and issue interpretations of 
rules prescribed under this subsection) as determined by 
the Commission to be necessary to prevent evasions of 
the mandatory clearing requirements under this Act. 
‘‘(B) DUTY OF COMMISSION TO INVESTIGATE AND TAKE 
CERTAIN
ACTIONS.—To the extent the Commission finds 
that a particular swap, group, category, type, or class of 
swaps would otherwise be subject to mandatory clearing 
but no derivatives clearing organization has listed the 
swap, group, category, type, or class of swaps for clearing, 
the Commission shall— 
‘‘(i) 
investigate 
the 
relevant 
facts 
and 
cir-
cumstances; 
‘‘(ii) within 30 days issue a public report containing 
the results of the investigation; and 
‘‘(iii) take such actions as the Commission deter-
mines to be necessary and in the public interest, which 
may include requiring the retaining of adequate 
margin or capital by parties to the swap, group, cat-
egory, type, or class of swaps. 
‘‘(C) EFFECT
ON
AUTHORITY.—Nothing in this para-
graph— 
‘‘(i) authorizes the Commission to adopt rules 
requiring a derivatives clearing organization to list 
for clearing a swap, group, category, type, or class 
of swaps if the clearing of the swap, group, category, 
type, or class of swaps would threaten the financial 
integrity of the derivatives clearing organization; and 
‘‘(ii) affects the authority of the Commission to 
enforce the open access provisions of paragraph (1)(B) 
with respect to a swap, group, category, type, or class 
of swaps that is listed for clearing by a derivatives 
clearing organization. 
Deadline. 
Public 
information. 
Reports. 
Regulations. 
Deadline. 
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124 STAT. 1679 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(5) REPORTING TRANSITION RULES.—Rules adopted by the 
Commission under this section shall provide for the reporting 
of data, as follows: 
‘‘(A) Swaps entered into before the date of the enact-
ment of this subsection shall be reported to a registered 
swap data repository or the Commission no later than 
180 days after the effective date of this subsection. 
‘‘(B) Swaps entered into on or after such date of enact-
ment shall be reported to a registered swap data repository 
or the Commission no later than the later of— 
‘‘(i) 90 days after such effective date; or 
‘‘(ii) such other time after entering into the swap 
as the Commission may prescribe by rule or regulation. 
‘‘(6) CLEARING TRANSITION RULES.— 
‘‘(A) Swaps entered into before the date of the enact-
ment of this subsection are exempt from the clearing 
requirements of this subsection if reported pursuant to 
paragraph (5)(A). 
‘‘(B) Swaps entered into before application of the 
clearing requirement pursuant to this subsection are 
exempt from the clearing requirements of this subsection 
if reported pursuant to paragraph (5)(B). 
‘‘(7) EXCEPTIONS.— 
‘‘(A) IN
GENERAL.—The requirements of paragraph 
(1)(A) shall not apply to a swap if 1 of the counterparties 
to the swap— 
‘‘(i) is not a financial entity; 
‘‘(ii) is using swaps to hedge or mitigate commercial 
risk; and 
‘‘(iii) notifies the Commission, in a manner set 
forth by the Commission, how it generally meets its 
financial obligations associated with entering into non- 
cleared swaps. 
‘‘(B) OPTION TO CLEAR.—The application of the clearing 
exception in subparagraph (A) is solely at the discretion 
of the counterparty to the swap that meets the conditions 
of clauses (i) through (iii) of subparagraph (A). 
‘‘(C) FINANCIAL ENTITY DEFINITION.— 
‘‘(i) IN GENERAL.—For the purposes of this para-
graph, the term ‘financial entity’ means— 
‘‘(I) a swap dealer; 
‘‘(II) a security-based swap dealer; 
‘‘(III) a major swap participant; 
‘‘(IV) a major security-based swap participant; 
‘‘(V) a commodity pool; 
‘‘(VI) a private fund as defined in section 
202(a) of the Investment Advisers Act of 1940 (15 
U.S.C. 80-b-2(a)); 
‘‘(VII) an employee benefit plan as defined in 
paragraphs (3) and (32) of section 3 of the 
Employee Retirement Income Security Act of 1974 
(29 U.S.C. 1002); 
‘‘(VIII) a person predominantly engaged in 
activities that are in the business of banking, or 
in activities that are financial in nature, as defined 
in section 4(k) of the Bank Holding Company Act 
of 1956. 
Notification. 
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124 STAT. 1680 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(ii) EXCLUSION.—The Commission shall consider 
whether to exempt small banks, savings associations, 
farm credit system institutions, and credit unions, 
including— 
‘‘(I) depository institutions with total assets 
of $10,000,000,000 or less; 
‘‘(II) farm credit system institutions with total 
assets of $10,000,000,000 or less; or 
‘‘(III) credit unions with total assets of 
$10,000,000,000 or less. 
‘‘(iii) 
LIMITATION.—Such 
definition 
shall 
not 
include an entity whose primary business is providing 
financing, and uses derivatives for the purpose of 
hedging underlying commercial risks related to interest 
rate and foreign currency exposures, 90 percent or 
more of which arise from financing that facilitates 
the purchase or lease of products, 90 percent or more 
of which are manufactured by the parent company 
or another subsidiary of the parent company. 
‘‘(D) TREATMENT OF AFFILIATES.— 
‘‘(i) IN
GENERAL.—An affiliate of a person that 
qualifies for an exception under subparagraph (A) 
(including affiliate entities predominantly engaged in 
providing financing for the purchase of the merchan-
dise or manufactured goods of the person) may qualify 
for the exception only if the affiliate, acting on behalf 
of the person and as an agent, uses the swap to hedge 
or mitigate the commercial risk of the person or other 
affiliate of the person that is not a financial entity. 
‘‘(ii) PROHIBITION
RELATING
TO
CERTAIN
AFFILI-
ATES.—The exception in clause (i) shall not apply if 
the affiliate is— 
‘‘(I) a swap dealer; 
‘‘(II) a security-based swap dealer; 
‘‘(III) a major swap participant; 
‘‘(IV) a major security-based swap participant; 
‘‘(V) an issuer that would be an investment 
company, as defined in section 3 of the Investment 
Company Act of 1940 (15 U.S.C. 80a–3), but for 
paragraph (1) or (7) of subsection (c) of that Act 
(15 U.S.C. 80a–3(c)); 
‘‘(VI) a commodity pool; or 
‘‘(VII) a bank holding company with over 
$50,000,000,000 in consolidated assets. 
‘‘(iii) TRANSITION RULE FOR AFFILIATES.—An affil-
iate, subsidiary, or a wholly owned entity of a person 
that qualifies for an exception under subparagraph 
(A) and is predominantly engaged in providing 
financing for the purchase or lease of merchandise 
or manufactured goods of the person shall be exempt 
from the margin requirement described in section 4s(e) 
and the clearing requirement described in paragraph 
(1) with regard to swaps entered into to mitigate the 
risk of the financing activities for not less than a 
2-year period beginning on the date of enactment of 
this clause. 
‘‘(E) ELECTION OF COUNTERPARTY.— 
Exemption. 
Time period. 
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124 STAT. 1681 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(i) SWAPS
REQUIRED
TO
BE
CLEARED.—With 
respect to any swap that is subject to the mandatory 
clearing requirement under this subsection and entered 
into by a swap dealer or a major swap participant 
with a counterparty that is not a swap dealer, major 
swap participant, security-based swap dealer, or major 
security-based swap participant, the counterparty shall 
have the sole right to select the derivatives clearing 
organization at which the swap will be cleared. 
‘‘(ii) SWAPS NOT REQUIRED TO BE CLEARED.—With 
respect to any swap that is not subject to the manda-
tory clearing requirement under this subsection and 
entered into by a swap dealer or a major swap partici-
pant with a counterparty that is not a swap dealer, 
major swap participant, security-based swap dealer, 
or 
major 
security-based 
swap 
participant, 
the 
counterparty— 
‘‘(I) may elect to require clearing of the swap; 
and 
‘‘(II) shall have the sole right to select the 
derivatives clearing organization at which the 
swap will be cleared. 
‘‘(F) ABUSE OF EXCEPTION.—The Commission may pre-
scribe such rules or issue interpretations of the rules as 
the Commission determines to be necessary to prevent 
abuse of the exceptions described in this paragraph. The 
Commission may also request information from those per-
sons claiming the clearing exception as necessary to prevent 
abuse of the exceptions described in this paragraph. 
‘‘(8) TRADE EXECUTION.— 
‘‘(A) IN
GENERAL.—With respect to transactions 
involving swaps subject to the clearing requirement of para-
graph (1), counterparties shall— 
‘‘(i) execute the transaction on a board of trade 
designated as a contract market under section 5; or 
‘‘(ii) execute the transaction on a swap execution 
facility registered under 5h or a swap execution facility 
that is exempt from registration under section 5h(f) 
of this Act. 
‘‘(B) EXCEPTION.—The requirements of clauses (i) and 
(ii) of subparagraph (A) shall not apply if no board of 
trade or swap execution facility makes the swap available 
to trade or for swap transactions subject to the clearing 
exception under paragraph (7).’’. 
(b) COMMODITY EXCHANGE ACT.—Section 2 of the Commodity 
Exchange Act (7 U.S.C. 2) is amended by adding at the end the 
following: 
‘‘(j) COMMITTEE APPROVAL BY BOARD.—Exemptions from the 
requirements of subsection (h)(1) to clear a swap and subsection 
(h)(8) to execute a swap through a board of trade or swap execution 
facility shall be available to a counterparty that is an issuer of 
securities that are registered under section 12 of the Securities 
Exchange Act of 1934 (15 U.S.C. 78l) or that is required to file 
reports pursuant to section 15(d) of the Securities Exchange Act 
of 1934 (15 U.S.C. 78o) only if an appropriate committee of the 
issuer’s board or governing body has reviewed and approved its 
decision to enter into swaps that are subject to such exemptions.’’. 
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124 STAT. 1682 
PUBLIC LAW 111–203—JULY 21, 2010 
(c) GRANDFATHER PROVISIONS.— 
(1) LEGAL CERTAINTY FOR CERTAIN TRANSACTIONS IN EXEMPT 
COMMODITIES.—Not later than 60 days after the date of enact-
ment of this Act, a person may submit to the Commodity 
Futures Trading Commission a petition to remain subject to 
section 2(h) of the Commodity Exchange Act (7 U.S.C. 2(h)) 
(as in effect on the day before the date of enactment of this 
Act). 
(2) CONSIDERATION; AUTHORITY
OF
COMMODITY
FUTURES 
TRADING
COMMISSION.—The 
Commodity 
Futures 
Trading 
Commission— 
(A) shall consider any petition submitted under 
subparagraph (A) in a prompt manner; and 
(B) may allow a person to continue operating subject 
to section 2(h) of the Commodity Exchange Act (7 U.S.C. 
2(h)) (as in effect on the day before the date of enactment 
of this Act) for not longer than a 1-year period. 
(3) AGRICULTURAL SWAPS.— 
(A) IN GENERAL.—Except as provided in subparagraph 
(B), no person shall offer to enter into, enter into, or confirm 
the execution of, any swap in an agricultural commodity 
(as defined by the Commodity Futures Trading Commis-
sion). 
(B) EXCEPTION.—Notwithstanding subparagraph (A), a 
person may offer to enter into, enter into, or confirm the 
execution of, any swap in an agricultural commodity pursu-
ant to section 4(c) of the Commodity Exchange Act (7 
U.S.C. 6(c)) or any rule, regulation, or order issued there-
under (including any rule, regulation, or order in effect 
as of the date of enactment of this Act) by the Commodity 
Futures Trading Commission to allow swaps under such 
terms and conditions as the Commission shall prescribe. 
(4) REQUIRED REPORTING.—If the exception described in 
section 2(h)(8)(B) of the Commodity Exchange Act applies, the 
counterparties shall comply with any recordkeeping and trans-
action reporting requirements that may be prescribed by the 
Commission with respect to swaps subject to section 2(h)(8)(B) 
of the Commodity Exchange Act. 
SEC. 724. SWAPS; SEGREGATION AND BANKRUPTCY TREATMENT. 
(a) SEGREGATION REQUIREMENTS FOR CLEARED SWAPS.—Section 
4d of the Commodity Exchange Act (7 U.S.C. 6d) (as amended 
by section 732) is amended by adding at the end the following: 
‘‘(f) SWAPS.— 
‘‘(1) REGISTRATION REQUIREMENT.—It shall be unlawful for 
any person to accept any money, securities, or property (or 
to extend any credit in lieu of money, securities, or property) 
from, for, or on behalf of a swaps customer to margin, guar-
antee, or secure a swap cleared by or through a derivatives 
clearing organization (including money, securities, or property 
accruing to the customer as the result of such a swap), unless 
the person shall have registered under this Act with the 
Commission as a futures commission merchant, and the reg-
istration shall not have expired nor been suspended nor 
revoked. 
‘‘(2) CLEARED SWAPS.— 
Compliance. 
Records. 
Regulations. 
Deadline. 
7 USC 2 note. 
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124 STAT. 1683 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(A) SEGREGATION REQUIRED.—A futures commission 
merchant shall treat and deal with all money, securities, 
and property of any swaps customer received to margin, 
guarantee, or secure a swap cleared by or though a deriva-
tives clearing organization (including money, securities, or 
property accruing to the swaps customer as the result 
of such a swap) as belonging to the swaps customer. 
‘‘(B) COMMINGLING
PROHIBITED.—Money, securities, 
and property of a swaps customer described in subpara-
graph (A) shall be separately accounted for and shall not 
be commingled with the funds of the futures commission 
merchant or be used to margin, secure, or guarantee any 
trades or contracts of any swaps customer or person other 
than the person for whom the same are held. 
‘‘(3) EXCEPTIONS.— 
‘‘(A) USE OF FUNDS.— 
‘‘(i) IN GENERAL.—Notwithstanding paragraph (2), 
money, securities, and property of swap customers of 
a futures commission merchant described in paragraph 
(2) may, for convenience, be commingled and deposited 
in the same account or accounts with any bank or 
trust company or with a derivatives clearing organiza-
tion. 
‘‘(ii) WITHDRAWAL.—Notwithstanding paragraph 
(2), such share of the money, securities, and property 
described in clause (i) as in the normal course of busi-
ness shall be necessary to margin, guarantee, secure, 
transfer, adjust, or settle a cleared swap with a deriva-
tives clearing organization, or with any member of 
the derivatives clearing organization, may be with-
drawn and applied to such purposes, including the 
payment of commissions, brokerage, interest, taxes, 
storage, and other charges, lawfully accruing in connec-
tion with the cleared swap. 
‘‘(B) COMMISSION ACTION.—Notwithstanding paragraph 
(2), in accordance with such terms and conditions as the 
Commission may prescribe by rule, regulation, or order, 
any money, securities, or property of the swaps customers 
of a futures commission merchant described in paragraph 
(2) may be commingled and deposited in customer accounts 
with any other money, securities, or property received by 
the futures commission merchant and required by the 
Commission to be separately accounted for and treated 
and dealt with as belonging to the swaps customer of 
the futures commission merchant. 
‘‘(4) PERMITTED INVESTMENTS.—Money described in para-
graph (2) may be invested in obligations of the United States, 
in general obligations of any State or of any political subdivision 
of a State, and in obligations fully guaranteed as to principal 
and interest by the United States, or in any other investment 
that the Commission may by rule or regulation prescribe, and 
such investments shall be made in accordance with such rules 
and regulations and subject to such conditions as the Commis-
sion may prescribe. 
‘‘(5) COMMODITY CONTRACT.—A swap cleared by or through 
a derivatives clearing organization shall be considered to be 
a commodity contract as such term is defined in section 761 
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124 STAT. 1684 
PUBLIC LAW 111–203—JULY 21, 2010 
of title 11, United States Code, with regard to all money, 
securities, and property of any swaps customer received by 
a futures commission merchant or a derivatives clearing 
organization to margin, guarantee, or secure the swap 
(including money, securities, or property accruing to the cus-
tomer as the result of the swap). 
‘‘(6) PROHIBITION.—It shall be unlawful for any person, 
including any derivatives clearing organization and any deposi-
tory institution, that has received any money, securities, or 
property for deposit in a separate account or accounts as pro-
vided in paragraph (2) to hold, dispose of, or use any such 
money, securities, or property as belonging to the depositing 
futures commission merchant or any person other than the 
swaps customer of the futures commission merchant.’’. 
(b) BANKRUPTCY TREATMENT OF CLEARED SWAPS.—Section 761 
of title 11, United States Code, is amended— 
(1) in paragraph (4), by striking subparagraph (F) and 
inserting the following: 
‘‘(F)(i) any other contract, option, agreement, or trans-
action that is similar to a contract, option, agreement, 
or transaction referred to in this paragraph; and 
‘‘(ii) with respect to a futures commission merchant 
or a clearing organization, any other contract, option, agree-
ment, or transaction, in each case, that is cleared by a 
clearing organization;’’; and 
(2) in paragraph (9)(A)(i), by striking ‘‘the commodity 
futures account’’ and inserting ‘‘a commodity contract account’’. 
(c) SEGREGATION REQUIREMENTS FOR UNCLEARED SWAPS.—Sec-
tion 4s of the Commodity Exchange Act (as added by section 731) 
is amended by adding at the end the following: 
‘‘(l) SEGREGATION REQUIREMENTS.— 
‘‘(1) SEGREGATION
OF
ASSETS
HELD
AS
COLLATERAL
IN 
UNCLEARED SWAP TRANSACTIONS.— 
‘‘(A) NOTIFICATION.—A swap dealer or major swap 
participant shall be required to notify the counterparty 
of the swap dealer or major swap participant at the begin-
ning of a swap transaction that the counterparty has the 
right to require segregation of the funds or other property 
supplied to margin, guarantee, or secure the obligations 
of the counterparty. 
‘‘(B) SEGREGATION AND MAINTENANCE OF FUNDS.—At 
the request of a counterparty to a swap that provides 
funds or other property to a swap dealer or major swap 
participant to margin, guarantee, or secure the obligations 
of the counterparty, the swap dealer or major swap partici-
pant shall— 
‘‘(i) segregate the funds or other property for the 
benefit of the counterparty; and 
‘‘(ii) in accordance with such rules and regulations 
as the Commission may promulgate, maintain the 
funds or other property in a segregated account sepa-
rate from the assets and other interests of the swap 
dealer or major swap participant. 
‘‘(2) APPLICABILITY.—The requirements described in para-
graph (1) shall— 
7 USC 6s. 
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124 STAT. 1685 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(A) apply only to a swap between a counterparty and 
a swap dealer or major swap participant that is not sub-
mitted for clearing to a derivatives clearing organization; 
and 
‘‘(B)(i) not apply to variation margin payments; or 
‘‘(ii) 
not 
preclude 
any 
commercial 
arrangement 
regarding— 
‘‘(I) the investment of segregated funds or other 
property that may only be invested in such investments 
as the Commission may permit by rule or regulation; 
and 
‘‘(II) the related allocation of gains and losses 
resulting from any investment of the segregated funds 
or other property. 
‘‘(3) USE OF INDEPENDENT THIRD-PARTY CUSTODIANS.—The 
segregated account described in paragraph (1) shall be— 
‘‘(A) carried by an independent third-party custodian; 
and 
‘‘(B) designated as a segregated account for and on 
behalf of the counterparty. 
‘‘(4) REPORTING REQUIREMENT.—If the counterparty does 
not choose to require segregation of the funds or other property 
supplied to margin, guarantee, or secure the obligations of 
the counterparty, the swap dealer or major swap participant 
shall report to the counterparty of the swap dealer or major 
swap participant on a quarterly basis that the back office 
procedures of the swap dealer or major swap participant 
relating to margin and collateral requirements are in compli-
ance with the agreement of the counterparties.’’. 
SEC. 725. DERIVATIVES CLEARING ORGANIZATIONS. 
(a) REGISTRATION REQUIREMENT.—Section 5b of the Commodity 
Exchange Act (7 U.S.C. 7a–1) is amended by striking subsections 
(a) and (b) and inserting the following: 
‘‘(a) REGISTRATION REQUIREMENT.— 
‘‘(1) IN GENERAL.—Except as provided in paragraph (2), 
it shall be unlawful for a derivatives clearing organization, 
directly or indirectly, to make use of the mails or any means 
or instrumentality of interstate commerce to perform the func-
tions of a derivatives clearing organization with respect to— 
‘‘(A) a contract of sale of a commodity for future 
delivery (or an option on the contract of sale) or option 
on a commodity, in each case, unless the contract or option 
is— 
‘‘(i) 
excluded 
from 
this 
Act 
by 
subsection 
(a)(1)(C)(i), (c), or (f) of section 2; or 
‘‘(ii) a security futures product cleared by a clearing 
agency registered with the Securities and Exchange 
Commission under the Securities Exchange Act of 1934 
(15 U.S.C. 78a et seq.); or 
‘‘(B) a swap. 
‘‘(2) EXCEPTION.—Paragraph (1) shall not apply to a deriva-
tives clearing organization that is registered with the Commis-
sion. 
‘‘(b) VOLUNTARY REGISTRATION.—A person that clears 1 or more 
agreements, contracts, or transactions that are not required to 
Contracts. 
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124 STAT. 1686 
PUBLIC LAW 111–203—JULY 21, 2010 
be cleared under this Act may register with the Commission as 
a derivatives clearing organization.’’. 
(b) REGISTRATION FOR DEPOSITORY INSTITUTIONS AND CLEARING 
AGENCIES; EXEMPTIONS; COMPLIANCE OFFICER; ANNUAL REPORTS.— 
Section 5b of the Commodity Exchange Act (7 U.S.C. 7a–1) is 
amended by adding at the end the following: 
‘‘(g) EXISTING DEPOSITORY INSTITUTIONS AND CLEARING AGEN-
CIES.— 
‘‘(1) IN
GENERAL.—A depository institution or clearing 
agency registered with the Securities and Exchange Commis-
sion under the Securities Exchange Act of 1934 (15 U.S.C. 
78a et seq.) that is required to be registered as a derivatives 
clearing organization under this section is deemed to be reg-
istered under this section to the extent that, before the date 
of enactment of this subsection— 
‘‘(A) the depository institution cleared swaps as a multi-
lateral clearing organization; or 
‘‘(B) the clearing agency cleared swaps. 
‘‘(2) CONVERSION OF DEPOSITORY INSTITUTIONS.—A deposi-
tory institution to which this subsection applies may, by the 
vote of the shareholders owning not less than 51 percent of 
the voting interests of the depository institution, be converted 
into a State corporation, partnership, limited liability company, 
or similar legal form pursuant to a plan of conversion, if the 
conversion is not in contravention of applicable State law. 
‘‘(3) SHARING
OF
INFORMATION.—The Securities and 
Exchange Commission shall make available to the Commission, 
upon request, all information determined to be relevant by 
the Securities and Exchange Commission regarding a clearing 
agency deemed to be registered with the Commission under 
paragraph (1). 
‘‘(h) EXEMPTIONS.—The Commission may exempt, conditionally 
or unconditionally, a derivatives clearing organization from registra-
tion under this section for the clearing of swaps if the Commission 
determines that the derivatives clearing organization is subject 
to comparable, comprehensive supervision and regulation by the 
Securities and Exchange Commission or the appropriate govern-
ment authorities in the home country of the organization. Such 
conditions may include, but are not limited to, requiring that the 
derivatives clearing organization be available for inspection by the 
Commission and make available all information requested by the 
Commission. 
‘‘(i) DESIGNATION OF CHIEF COMPLIANCE OFFICER.— 
‘‘(1) IN GENERAL.—Each derivatives clearing organization 
shall designate an individual to serve as a chief compliance 
officer. 
‘‘(2) DUTIES.—The chief compliance officer shall— 
‘‘(A) report directly to the board or to the senior officer 
of the derivatives clearing organization; 
‘‘(B) review the compliance of the derivatives clearing 
organization with respect to the core principles described 
in subsection (c)(2); 
‘‘(C) in consultation with the board of the derivatives 
clearing organization, a body performing a function similar 
to the board of the derivatives clearing organization, or 
the senior officer of the derivatives clearing organization, 
resolve any conflicts of interest that may arise; 
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124 STAT. 1687 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(D) be responsible for administering each policy and 
procedure that is required to be established pursuant to 
this section; 
‘‘(E) ensure compliance with this Act (including regula-
tions) relating to agreements, contracts, or transactions, 
including each rule prescribed by the Commission under 
this section; 
‘‘(F) establish procedures for the remediation of non-
compliance issues identified by the compliance officer 
through any— 
‘‘(i) compliance office review; 
‘‘(ii) look-back; 
‘‘(iii) internal or external audit finding; 
‘‘(iv) self-reported error; or 
‘‘(v) validated complaint; and 
‘‘(G) establish and follow appropriate procedures for 
the handling, management response, remediation, re-
testing, and closing of noncompliance issues. 
‘‘(3) ANNUAL REPORTS.— 
‘‘(A) IN GENERAL.—In accordance with rules prescribed 
by the Commission, the chief compliance officer shall 
annually prepare and sign a report that contains a descrip-
tion of— 
‘‘(i) the compliance of the derivatives clearing 
organization of the compliance officer with respect to 
this Act (including regulations); and 
‘‘(ii) each policy and procedure of the derivatives 
clearing 
organization 
of 
the 
compliance 
officer 
(including the code of ethics and conflict of interest 
policies of the derivatives clearing organization). 
‘‘(B) REQUIREMENTS.—A compliance report under 
subparagraph (A) shall— 
‘‘(i) accompany each appropriate financial report 
of the derivatives clearing organization that is required 
to be furnished to the Commission pursuant to this 
section; and 
‘‘(ii) include a certification that, under penalty of 
law, the compliance report is accurate and complete.’’. 
(c) CORE PRINCIPLES FOR DERIVATIVES CLEARING ORGANIZA-
TIONS.—Section 5b(c) of the Commodity Exchange Act (7 U.S.C. 
7a–1(c)) is amended by striking paragraph (2) and inserting the 
following: 
‘‘(2) CORE PRINCIPLES FOR DERIVATIVES CLEARING ORGANIZA-
TIONS.— 
‘‘(A) COMPLIANCE.— 
‘‘(i) IN GENERAL.—To be registered and to maintain 
registration as a derivatives clearing organization, a 
derivatives clearing organization shall comply with 
each core principle described in this paragraph and 
any requirement that the Commission may impose by 
rule or regulation pursuant to section 8a(5). 
‘‘(ii) 
DISCRETION
OF
DERIVATIVES
CLEARING 
ORGANIZATION.—Subject to any rule or regulation pre-
scribed by the Commission, a derivatives clearing 
organization shall have reasonable discretion in estab-
lishing the manner by which the derivatives clearing 
Certification. 
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124 STAT. 1688 
PUBLIC LAW 111–203—JULY 21, 2010 
organization 
complies 
with 
each 
core 
principle 
described in this paragraph. 
‘‘(B) FINANCIAL RESOURCES.— 
‘‘(i) 
IN
GENERAL.—Each 
derivatives 
clearing 
organization shall have adequate financial, operational, 
and managerial resources, as determined by the 
Commission, to discharge each responsibility of the 
derivatives clearing organization. 
‘‘(ii) MINIMUM AMOUNT OF FINANCIAL RESOURCES.— 
Each derivatives clearing organization shall possess 
financial resources that, at a minimum, exceed the 
total amount that would— 
‘‘(I) enable the organization to meet its finan-
cial obligations to its members and participants 
notwithstanding a default by the member or 
participant creating the largest financial exposure 
for that organization in extreme but plausible 
market conditions; and 
‘‘(II) enable the derivatives clearing organiza-
tion to cover the operating costs of the derivatives 
clearing organization for a period of 1 year (as 
calculated on a rolling basis). 
‘‘(C) PARTICIPANT AND PRODUCT ELIGIBILITY.— 
‘‘(i) 
IN
GENERAL.—Each 
derivatives 
clearing 
organization shall establish— 
‘‘(I) appropriate admission and continuing 
eligibility standards (including sufficient financial 
resources and operational capacity to meet obliga-
tions arising from participation in the derivatives 
clearing organization) for members of, and partici-
pants in, the derivatives clearing organization; and 
‘‘(II) appropriate standards for determining the 
eligibility of agreements, contracts, or transactions 
submitted to the derivatives clearing organization 
for clearing. 
‘‘(ii) REQUIRED
PROCEDURES.—Each derivatives 
clearing organization shall establish and implement 
procedures to verify, on an ongoing basis, the compli-
ance of each participation and membership require-
ment of the derivatives clearing organization. 
‘‘(iii) REQUIREMENTS.—The participation and mem-
bership requirements of each derivatives clearing 
organization shall— 
‘‘(I) be objective; 
‘‘(II) be publicly disclosed; and 
‘‘(III) permit fair and open access. 
‘‘(D) RISK MANAGEMENT.— 
‘‘(i) 
IN
GENERAL.—Each 
derivatives 
clearing 
organization shall ensure that the derivatives clearing 
organization possesses the ability to manage the risks 
associated with discharging the responsibilities of the 
derivatives clearing organization through the use of 
appropriate tools and procedures. 
‘‘(ii) MEASUREMENT
OF
CREDIT
EXPOSURE.—Each 
derivatives clearing organization shall— 
‘‘(I) not less than once during each business 
day of the derivatives clearing organization, 
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124 STAT. 1689 
PUBLIC LAW 111–203—JULY 21, 2010 
measure the credit exposures of the derivatives 
clearing organization to each member and partici-
pant of the derivatives clearing organization; and 
‘‘(II) monitor each exposure described in sub-
clause (I) periodically during the business day of 
the derivatives clearing organization. 
‘‘(iii) LIMITATION
OF
EXPOSURE
TO
POTENTIAL 
LOSSES
FROM
DEFAULTS.—Each derivatives clearing 
organization, through margin requirements and other 
risk control mechanisms, shall limit the exposure of 
the derivatives clearing organization to potential losses 
from defaults by members and participants of the 
derivatives clearing organization to ensure that— 
‘‘(I) the operations of the derivatives clearing 
organization would not be disrupted; and 
‘‘(II) nondefaulting members or participants 
would not be exposed to losses that nondefaulting 
members or participants cannot anticipate or con-
trol. 
‘‘(iv) 
MARGIN
REQUIREMENTS.—The 
margin 
required from each member and participant of a deriva-
tives clearing organization shall be sufficient to cover 
potential exposures in normal market conditions. 
‘‘(v) 
REQUIREMENTS
REGARDING
MODELS
AND 
PARAMETERS.—Each model and parameter used in set-
ting margin requirements under clause (iv) shall be— 
‘‘(I) risk-based; and 
‘‘(II) reviewed on a regular basis. 
‘‘(E) 
SETTLEMENT
PROCEDURES.—Each 
derivatives 
clearing organization shall— 
‘‘(i) complete money settlements on a timely basis 
(but not less frequently than once each business day); 
‘‘(ii) employ money settlement arrangements to 
eliminate or strictly limit the exposure of the deriva-
tives clearing organization to settlement bank risks 
(including credit and liquidity risks from the use of 
banks to effect money settlements); 
‘‘(iii) ensure that money settlements are final when 
effected; 
‘‘(iv) maintain an accurate record of the flow of 
funds associated with each money settlement; 
‘‘(v) possess the ability to comply with each term 
and condition of any permitted netting or offset 
arrangement with any other clearing organization; 
‘‘(vi) regarding physical settlements, establish 
rules that clearly state each obligation of the deriva-
tives clearing organization with respect to physical 
deliveries; and 
‘‘(vii) ensure that each risk arising from an obliga-
tion described in clause (vi) is identified and managed. 
‘‘(F) TREATMENT OF FUNDS.— 
‘‘(i) REQUIRED STANDARDS AND PROCEDURES.—Each 
derivatives clearing organization shall establish stand-
ards and procedures that are designed to protect and 
ensure the safety of member and participant funds 
and assets. 
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124 STAT. 1690 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(ii) HOLDING OF FUNDS AND ASSETS.—Each deriva-
tives clearing organization shall hold member and 
participant funds and assets in a manner by which 
to minimize the risk of loss or of delay in the access 
by the derivatives clearing organization to the assets 
and funds. 
‘‘(iii) 
PERMISSIBLE
INVESTMENTS.—Funds 
and 
assets invested by a derivatives clearing organization 
shall be held in instruments with minimal credit, 
market, and liquidity risks. 
‘‘(G) DEFAULT RULES AND PROCEDURES.— 
‘‘(i) 
IN
GENERAL.—Each 
derivatives 
clearing 
organization shall have rules and procedures designed 
to allow for the efficient, fair, and safe management 
of events during which members or participants— 
‘‘(I) become insolvent; or 
‘‘(II) otherwise default on the obligations of 
the members or participants to the derivatives 
clearing organization. 
‘‘(ii) 
DEFAULT
PROCEDURES.—Each 
derivatives 
clearing organization shall— 
‘‘(I) clearly state the default procedures of the 
derivatives clearing organization; 
‘‘(II) make publicly available the default rules 
of the derivatives clearing organization; and 
‘‘(III) ensure that the derivatives clearing 
organization may take timely action— 
‘‘(aa) to contain losses and liquidity pres-
sures; and 
‘‘(bb) to continue meeting each obligation 
of the derivatives clearing organization. 
‘‘(H) RULE ENFORCEMENT.—Each derivatives clearing 
organization shall— 
‘‘(i) 
maintain 
adequate 
arrangements 
and 
resources for— 
‘‘(I) the effective monitoring and enforcement 
of compliance with the rules of the derivatives 
clearing organization; and 
‘‘(II) the resolution of disputes; 
‘‘(ii) have the authority and ability to discipline, 
limit, suspend, or terminate the activities of a member 
or participant due to a violation by the member or 
participant of any rule of the derivatives clearing 
organization; and 
‘‘(iii) report to the Commission regarding rule 
enforcement activities and sanctions imposed against 
members and participants as provided in clause (ii). 
‘‘(I) SYSTEM
SAFEGUARDS.—Each derivatives clearing 
organization shall— 
‘‘(i) establish and maintain a program of risk anal-
ysis and oversight to identify and minimize sources 
of operational risk through the development of appro-
priate controls and procedures, and automated sys-
tems, that are reliable, secure, and have adequate scal-
able capacity; 
Reports. 
Public 
information. 
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124 STAT. 1691 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(ii) establish and maintain emergency procedures, 
backup facilities, and a plan for disaster recovery that 
allows for— 
‘‘(I) the timely recovery and resumption of 
operations of the derivatives clearing organization; 
and 
‘‘(II) the fulfillment of each obligation and 
responsibility of the derivatives clearing organiza-
tion; and 
‘‘(iii) periodically conduct tests to verify that the 
backup resources of the derivatives clearing organiza-
tion are sufficient to ensure daily processing, clearing, 
and settlement. 
‘‘(J) REPORTING.—Each derivatives clearing organiza-
tion shall provide to the Commission all information that 
the Commission determines to be necessary to conduct 
oversight of the derivatives clearing organization. 
‘‘(K) 
RECORDKEEPING.—Each 
derivatives 
clearing 
organization shall maintain records of all activities related 
to the business of the derivatives clearing organization 
as a derivatives clearing organization— 
‘‘(i) in a form and manner that is acceptable to 
the Commission; and 
‘‘(ii) for a period of not less than 5 years. 
‘‘(L) PUBLIC INFORMATION.— 
‘‘(i) 
IN
GENERAL.—Each 
derivatives 
clearing 
organization shall provide to market participants suffi-
cient information to enable the market participants 
to identify and evaluate accurately the risks and costs 
associated with using the services of the derivatives 
clearing organization. 
‘‘(ii) AVAILABILITY OF INFORMATION.—Each deriva-
tives clearing organization shall make information con-
cerning the rules and operating and default procedures 
governing the clearing and settlement systems of the 
derivatives clearing organization available to market 
participants. 
‘‘(iii) 
PUBLIC
DISCLOSURE.—Each 
derivatives 
clearing organization shall disclose publicly and to the 
Commission information concerning— 
‘‘(I) the terms and conditions of each contract, 
agreement, and transaction cleared and settled by 
the derivatives clearing organization; 
‘‘(II) each clearing and other fee that the 
derivatives clearing organization charges the mem-
bers and participants of the derivatives clearing 
organization; 
‘‘(III) the margin-setting methodology, and the 
size and composition, of the financial resource 
package of the derivatives clearing organization; 
‘‘(IV) daily settlement prices, volume, and open 
interest for each contract settled or cleared by 
the derivatives clearing organization; and 
‘‘(V) any other matter relevant to participation 
in the settlement and clearing activities of the 
derivatives clearing organization. 
Time period. 
Tests. 
Procedures. 
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124 STAT. 1692 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(M) 
INFORMATION-SHARING.—Each 
derivatives 
clearing organization shall— 
‘‘(i) enter into, and abide by the terms of, each 
appropriate and applicable domestic and international 
information-sharing agreement; and 
‘‘(ii) use relevant information obtained from each 
agreement described in clause (i) in carrying out the 
risk management program of the derivatives clearing 
organization. 
‘‘(N) ANTITRUST CONSIDERATIONS.—Unless necessary or 
appropriate to achieve the purposes of this Act, a deriva-
tives clearing organization shall not— 
‘‘(i) adopt any rule or take any action that results 
in any unreasonable restraint of trade; or 
‘‘(ii) impose any material anticompetitive burden. 
‘‘(O) GOVERNANCE FITNESS STANDARDS.— 
‘‘(i) GOVERNANCE
ARRANGEMENTS.—Each deriva-
tives clearing organization shall establish governance 
arrangements that are transparent— 
‘‘(I) to fulfill public interest requirements; and 
‘‘(II) to permit the consideration of the views 
of owners and participants. 
‘‘(ii) 
FITNESS
STANDARDS.—Each 
derivatives 
clearing organization shall establish and enforce appro-
priate fitness standards for— 
‘‘(I) directors; 
‘‘(II) members of any disciplinary committee; 
‘‘(III) members of the derivatives clearing 
organization; 
‘‘(IV) any other individual or entity with direct 
access to the settlement or clearing activities of 
the derivatives clearing organization; and 
‘‘(V) any party affiliated with any individual 
or entity described in this clause. 
‘‘(P) 
CONFLICTS
OF
INTEREST.—Each 
derivatives 
clearing organization shall— 
‘‘(i) establish and enforce rules to minimize con-
flicts of interest in the decision-making process of the 
derivatives clearing organization; and 
‘‘(ii) establish a process for resolving conflicts of 
interest described in clause (i). 
‘‘(Q) COMPOSITION
OF
GOVERNING
BOARDS.—Each 
derivatives clearing organization shall ensure that the com-
position of the governing board or committee of the deriva-
tives clearing organization includes market participants. 
‘‘(R) LEGAL RISK.—Each derivatives clearing organiza-
tion shall have a well-founded, transparent, and enforceable 
legal framework for each aspect of the activities of the 
derivatives clearing organization.’’. 
(d) CONFLICTS OF INTEREST.—The Commodity Futures Trading 
Commission shall adopt rules mitigating conflicts of interest in 
connection with the conduct of business by a swap dealer or a 
major swap participant with a derivatives clearing organization, 
board of trade, or a swap execution facility that clears or trades 
swaps in which the swap dealer or major swap participant has 
a material debt or material equity investment. 
Regulations. 
7 USC 7a–1 note. 
Regulations. 
Contracts. 
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124 STAT. 1693 
PUBLIC LAW 111–203—JULY 21, 2010 
(e) REPORTING REQUIREMENTS.—Section 5b of the Commodity 
Exchange Act (7 U.S.C. 7a–1) (as amended by subsection (b)) is 
amended by adding at the end the following: 
‘‘(k) REPORTING REQUIREMENTS.— 
‘‘(1) DUTY OF DERIVATIVES CLEARING ORGANIZATIONS.—Each 
derivatives clearing organization that clears swaps shall provide 
to the Commission all information that is determined by the 
Commission to be necessary to perform each responsibility of 
the Commission under this Act. 
‘‘(2) DATA COLLECTION AND MAINTENANCE REQUIREMENTS.— 
The Commission shall adopt data collection and maintenance 
requirements for swaps cleared by derivatives clearing 
organizations that are comparable to the corresponding require-
ments for— 
‘‘(A) swaps data reported to swap data repositories; 
and 
‘‘(B) swaps traded on swap execution facilities. 
‘‘(3) REPORTS
ON
SECURITY-BASED
SWAP
AGREEMENTS
TO 
BE SHARED WITH THE SECURITIES AND EXCHANGE COMMISSION.— 
‘‘(A) IN GENERAL.—A derivatives clearing organization 
that clears security-based swap agreements (as defined 
in section 1a(47)(A)(v)) shall, upon request, open to inspec-
tion and examination to the Securities and Exchange 
Commission all books and records relating to such security- 
based swap agreements, consistent with the confidentiality 
and disclosure requirements of section 8. 
‘‘(B) JURISDICTION.—Nothing in this paragraph shall 
affect the exclusive jurisdiction of the Commission to pre-
scribe recordkeeping and reporting requirements for a 
derivatives clearing organization that is registered with 
the Commission. 
‘‘(4) INFORMATION SHARING.—Subject to section 8, and upon 
request, the Commission shall share information collected 
under paragraph (2) with— 
‘‘(A) the Board; 
‘‘(B) the Securities and Exchange Commission; 
‘‘(C) each appropriate prudential regulator; 
‘‘(D) the Financial Stability Oversight Council; 
‘‘(E) the Department of Justice; and 
‘‘(F) any other person that the Commission determines 
to be appropriate, including— 
‘‘(i) foreign financial supervisors (including foreign 
futures authorities); 
‘‘(ii) foreign central banks; and 
‘‘(iii) foreign ministries. 
‘‘(5) CONFIDENTIALITY AND INDEMNIFICATION AGREEMENT.— 
Before the Commission may share information with any entity 
described in paragraph (4)— 
‘‘(A) the Commission shall receive a written agreement 
from each entity stating that the entity shall abide by 
the confidentiality requirements described in section 8 
relating to the information on swap transactions that is 
provided; and 
‘‘(B) each entity shall agree to indemnify the Commis-
sion for any expenses arising from litigation relating to 
the information provided under section 8. 
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124 STAT. 1694 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(6) PUBLIC
INFORMATION.—Each derivatives clearing 
organization that clears swaps shall provide to the Commission 
(including any designee of the Commission) information under 
paragraph (2) in such form and at such frequency as is required 
by the Commission to comply with the public reporting require-
ments contained in section 2(a)(13).’’. 
(f) PUBLIC
DISCLOSURE.—Section 8(e) of the Commodity 
Exchange Act (7 U.S.C. 12(e)) is amended in the last sentence— 
(1) by inserting ‘‘, central bank and ministries,’’ after 
‘‘department’’ each place it appears; and 
(2) by striking ‘‘. is a party.’’ and inserting ‘‘, is a party.’’. 
(g) LEGAL CERTAINTY FOR IDENTIFIED BANKING PRODUCTS.— 
(1) REPEALS.—The Legal Certainty for Bank Products Act 
of 2000 (7 U.S.C. 27 et seq.) is amended— 
(A) by striking sections 404 and 407 (7 U.S.C. 27b, 
27e); 
(B) in section 402 (7 U.S.C. 27), by striking subsection 
(d); and 
(C) in section 408 (7 U.S.C. 27f)— 
(i) in subsection (c)— 
(I) by striking ‘‘in the case’’ and all that follows 
through ‘‘a hybrid’’ and inserting ‘‘in the case of 
a hybrid’’; 
(II) by striking ‘‘; or’’ and inserting a period; 
and 
(III) by striking paragraph (2); 
(ii) by striking subsection (b); and 
(iii) by redesignating subsection (c) as subsection 
(b). 
(2) LEGAL CERTAINTY FOR BANK PRODUCTS ACT OF 2000.— 
Section 403 of the Legal Certainty for Bank Products Act of 
2000 (7 U.S.C. 27a) is amended to read as follows: 
‘‘SEC. 403. EXCLUSION OF IDENTIFIED BANKING PRODUCT. 
‘‘(a) EXCLUSION.—Except as provided in subsection (b) or (c)— 
‘‘(1) the Commodity Exchange Act (7 U.S.C. 1 et seq.) 
shall not apply to, and the Commodity Futures Trading 
Commission shall not exercise regulatory authority under the 
Commodity Exchange Act (7 U.S.C. 1 et seq.) with respect 
to, an identified banking product; and 
‘‘(2) the definitions of ‘security-based swap’ in section 
3(a)(68) of the Securities Exchange Act of 1934 and ‘security- 
based swap agreement’ in section 1a(47)(A)(v) of the Commodity 
Exchange Act and section 3(a)(78) of the Securities Exchange 
Act of 1934 do not include any identified bank product. 
‘‘(b) EXCEPTION.—An appropriate Federal banking agency may 
except an identified banking product of a bank under its regulatory 
jurisdiction from the exclusion in subsection (a) if the agency deter-
mines, in consultation with the Commodity Futures Trading 
Commission and the Securities and Exchange Commission, that 
the product— 
‘‘(1) would meet the definition of a ‘swap’ under section 
1a(47) of the Commodity Exchange Act (7 U.S.C. 1a) or a 
‘security-based swap’ under that section 3(a)(68) of the Securi-
ties Exchange Act of 1934; and 
‘‘(2) has become known to the trade as a swap or security- 
based swap, or otherwise has been structured as an identified 
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124 STAT. 1695 
PUBLIC LAW 111–203—JULY 21, 2010 
banking product for the purpose of evading the provisions of 
the Commodity Exchange Act (7 U.S.C. 1 et seq.), the Securities 
Act of 1933 (15 U.S.C. 77a et seq.), or the Securities Exchange 
Act of 1934 (15 U.S.C. 78a et seq.). 
‘‘(c) EXCEPTION.—The exclusions in subsection (a) shall not 
apply to an identified bank product that— 
‘‘(1) is a product of a bank that is not under the regulatory 
jurisdiction of an appropriate Federal banking agency; 
‘‘(2) meets the definition of swap in section 1a(47) of the 
Commodity Exchange Act or security-based swap in section 
3(a)(68) of the Securities Exchange Act of 1934; and 
‘‘(3) has become known to the trade as a swap or security- 
based swap, or otherwise has been structured as an identified 
banking product for the purpose of evading the provisions of 
the Commodity Exchange Act (7 U.S.C. 1 et seq.), the Securities 
Act of 1933 (15 U.S.C. 77a et seq.), or the Securities Exchange 
Act of 1934 (15 U.S.C. 78a et seq.).’’. 
(h) REDUCING CLEARING SYSTEMIC RISK.—Section 5b(f)(1) of 
the Commodity Exchange Act (7 U.S.C. 7a-1(F)(i)) is amended by 
adding at the end the following: ‘‘In order to minimize systemic 
risk, under no circumstances shall a derivatives clearing organiza-
tion be compelled to accept the counterparty credit risk of another 
clearing organization.’’. 
SEC. 726. RULEMAKING ON CONFLICT OF INTEREST. 
(a) IN GENERAL.—In order to mitigate conflicts of interest, 
not later than 180 days after the date of enactment of the Wall 
Street Transparency and Accountability Act of 2010, the Commodity 
Futures Trading Commission shall adopt rules which may include 
numerical limits on the control of, or the voting rights with respect 
to, any derivatives clearing organization that clears swaps, or swap 
execution facility or board of trade designated as a contract market 
that posts swaps or makes swaps available for trading, by a bank 
holding company (as defined in section 2 of the Bank Holding 
Company Act of 1956 (12 U.S.C. 1841)) with total consolidated 
assets of $50,000,000,000 or more, a nonbank financial company 
(as defined in section 102) supervised by the Board, an affiliate 
of such a bank holding company or nonbank financial company, 
a swap dealer, major swap participant, or associated person of 
a swap dealer or major swap participant. 
(b) PURPOSES.—The Commission shall adopt rules if it deter-
mines, after the review described in subsection (a), that such rules 
are necessary or appropriate to improve the governance of, or to 
mitigate systemic risk, promote competition, or mitigate conflicts 
of interest in connection with a swap dealer or major swap partici-
pant’s conduct of business with, a derivatives clearing organization, 
contract market, or swap execution facility that clears or posts 
swaps or makes swaps available for trading and in which such 
swap dealer or major swap participant has a material debt or 
equity investment. 
(c) CONSIDERATIONS.—In adopting rules pursuant to this sec-
tion, the Commodity Futures Trading Commission shall consider 
any conflicts of interest arising from the amount of equity owned 
by a single investor, the ability to vote, cause the vote of, or 
withhold votes entitled to be cast on any matters by the holders 
of the ownership interest, and the governance arrangements of 
any derivatives clearing organization that clears swaps, or swap 
Deadline. 
15 USC 8323. 
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124 STAT. 1696 
PUBLIC LAW 111–203—JULY 21, 2010 
execution facility or board of trade designated as a contract market 
that posts swaps or makes swaps available for trading. 
SEC. 727. PUBLIC REPORTING OF SWAP TRANSACTION DATA. 
Section 2(a) of the Commodity Exchange Act (7 U.S.C. 2(a)) 
is amended by adding at the end the following: 
‘‘(13) PUBLIC AVAILABILITY OF SWAP TRANSACTION DATA.— 
‘‘(A) DEFINITION
OF
REAL-TIME
PUBLIC
REPORTING.— 
In this paragraph, the term ‘real-time public reporting’ 
means to report data relating to a swap transaction, 
including price and volume, as soon as technologically prac-
ticable after the time at which the swap transaction has 
been executed. 
‘‘(B) PURPOSE.—The purpose of this section is to 
authorize the Commission to make swap transaction and 
pricing data available to the public in such form and at 
such times as the Commission determines appropriate to 
enhance price discovery. 
‘‘(C) GENERAL RULE.—The Commission is authorized 
and required to provide by rule for the public availability 
of swap transaction and pricing data as follows: 
‘‘(i) With respect to those swaps that are subject 
to the mandatory clearing requirement described in 
subsection (h)(1) (including those swaps that are 
excepted from the requirement pursuant to subsection 
(h)(7)), the Commission shall require real-time public 
reporting for such transactions. 
‘‘(ii) With respect to those swaps that are not sub-
ject to the mandatory clearing requirement described 
in subsection (h)(1), but are cleared at a registered 
derivatives clearing organization, the Commission shall 
require real-time public reporting for such trans-
actions. 
‘‘(iii) With respect to swaps that are not cleared 
at a registered derivatives clearing organization and 
which are reported to a swap data repository or the 
Commission under subsection (h)(6), the Commission 
shall require real-time public reporting for such trans-
actions, in a manner that does not disclose the business 
transactions and market positions of any person. 
‘‘(iv) With respect to swaps that are determined 
to be required to be cleared under subsection (h)(2) 
but are not cleared, the Commission shall require real- 
time public reporting for such transactions. 
‘‘(D) REGISTERED ENTITIES AND PUBLIC REPORTING.— 
The Commission may require registered entities to publicly 
disseminate the swap transaction and pricing data required 
to be reported under this paragraph. 
‘‘(E) RULEMAKING REQUIRED.—With respect to the rule 
providing for the public availability of transaction and 
pricing data for swaps described in clauses (i) and (ii) 
of subparagraph (C), the rule promulgated by the Commis-
sion shall contain provisions— 
‘‘(i) to ensure such information does not identify 
the participants; 
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124 STAT. 1697 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(ii) to specify the criteria for determining what 
constitutes a large notional swap transaction (block 
trade) for particular markets and contracts; 
‘‘(iii) to specify the appropriate time delay for 
reporting large notional swap transactions (block 
trades) to the public; and 
‘‘(iv) that take into account whether the public 
disclosure will materially reduce market liquidity. 
‘‘(F) TIMELINESS
OF
REPORTING.—Parties to a swap 
(including agents of the parties to a swap) shall be respon-
sible for reporting swap transaction information to the 
appropriate registered entity in a timely manner as may 
be prescribed by the Commission. 
‘‘(G) REPORTING OF SWAPS TO REGISTERED SWAP DATA 
REPOSITORIES.—Each swap (whether cleared or uncleared) 
shall be reported to a registered swap data repository. 
‘‘(14) SEMIANNUAL
AND
ANNUAL
PUBLIC
REPORTING
OF 
AGGREGATE SWAP DATA.— 
‘‘(A) IN GENERAL.—In accordance with subparagraph 
(B), the Commission shall issue a written report on a 
semiannual and annual basis to make available to the 
public information relating to— 
‘‘(i) the trading and clearing in the major swap 
categories; and 
‘‘(ii) the market participants and developments in 
new products. 
‘‘(B) USE; CONSULTATION.—In preparing a report under 
subparagraph (A), the Commission shall— 
‘‘(i) use information from swap data repositories 
and derivatives clearing organizations; and 
‘‘(ii) consult with the Office of the Comptroller 
of the Currency, the Bank for International Settle-
ments, and such other regulatory bodies as may be 
necessary. 
‘‘(C) AUTHORITY OF THE COMMISSION.—The Commission 
may, by rule, regulation, or order, delegate the public 
reporting responsibilities of the Commission under this 
paragraph in accordance with such terms and conditions 
as the Commission determines to be appropriate and in 
the public interest.’’. 
SEC. 728. SWAP DATA REPOSITORIES. 
The Commodity Exchange Act is amended by inserting after 
section 20 (7 U.S.C. 24) the following: 
‘‘SEC. 21. SWAP DATA REPOSITORIES. 
‘‘(a) REGISTRATION REQUIREMENT.— 
‘‘(1) REQUIREMENT; AUTHORITY OF DERIVATIVES CLEARING 
ORGANIZATION.— 
‘‘(A) IN GENERAL.—It shall be unlawful for any person, 
unless registered with the Commission, directly or 
indirectly to make use of the mails or any means or 
instrumentality of interstate commerce to perform the func-
tions of a swap data repository. 
‘‘(B) 
REGISTRATION
OF
DERIVATIVES
CLEARING 
ORGANIZATIONS.—A derivatives clearing organization may 
register as a swap data repository. 
7 USC 24a. 
Criteria. 
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124 STAT. 1698 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(2) INSPECTION AND EXAMINATION.—Each registered swap 
data repository shall be subject to inspection and examination 
by any representative of the Commission. 
‘‘(3) COMPLIANCE WITH CORE PRINCIPLES.— 
‘‘(A) IN GENERAL.—To be registered, and maintain reg-
istration, as a swap data repository, the swap data reposi-
tory shall comply with— 
‘‘(i) the requirements and core principles described 
in this section; and 
‘‘(ii) any requirement that the Commission may 
impose by rule or regulation pursuant to section 8a(5). 
‘‘(B) REASONABLE DISCRETION OF SWAP DATA REPOSI-
TORY.—Unless otherwise determined by the Commission 
by rule or regulation, a swap data repository described 
in subparagraph (A) shall have reasonable discretion in 
establishing the manner in which the swap data repository 
complies with the core principles described in this section. 
‘‘(b) STANDARD SETTING.— 
‘‘(1) DATA IDENTIFICATION.— 
‘‘(A) IN GENERAL.—In accordance with subparagraph 
(B), the Commission shall prescribe standards that specify 
the data elements for each swap that shall be collected 
and maintained by each registered swap data repository. 
‘‘(B) REQUIREMENT.—In carrying out subparagraph (A), 
the Commission shall prescribe consistent data element 
standards applicable to registered entities and reporting 
counterparties. 
‘‘(2) DATA COLLECTION AND MAINTENANCE.—The Commis-
sion shall prescribe data collection and data maintenance stand-
ards for swap data repositories. 
‘‘(3) COMPARABILITY.—The standards prescribed by the 
Commission under this subsection shall be comparable to the 
data standards imposed by the Commission on derivatives 
clearing organizations in connection with their clearing of 
swaps. 
‘‘(c) DUTIES.—A swap data repository shall— 
‘‘(1) accept data prescribed by the Commission for each 
swap under subsection (b); 
‘‘(2) confirm with both counterparties to the swap the 
accuracy of the data that was submitted; 
‘‘(3) maintain the data described in paragraph (1) in such 
form, in such manner, and for such period as may be required 
by the Commission; 
‘‘(4)(A) provide direct electronic access to the Commission 
(or any designee of the Commission, including another reg-
istered entity); and 
‘‘(B) provide the information described in paragraph (1) 
in such form and at such frequency as the Commission may 
require to comply with the public reporting requirements con-
tained in section 2(a)(13); 
‘‘(5) at the direction of the Commission, establish automated 
systems for monitoring, screening, and analyzing swap data, 
including compliance and frequency of end user clearing exemp-
tion claims by individual and affiliated entities; 
‘‘(6) maintain the privacy of any and all swap transaction 
information that the swap data repository receives from a swap 
dealer, counterparty, or any other registered entity; and 
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124 STAT. 1699 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(7) on a confidential basis pursuant to section 8, upon 
request, and after notifying the Commission of the request, 
make available all data obtained by the swap data repository, 
including individual counterparty trade and position data, to— 
‘‘(A) each appropriate prudential regulator; 
‘‘(B) the Financial Stability Oversight Council; 
‘‘(C) the Securities and Exchange Commission; 
‘‘(D) the Department of Justice; and 
‘‘(E) any other person that the Commission determines 
to be appropriate, including— 
‘‘(i) foreign financial supervisors (including foreign 
futures authorities); 
‘‘(ii) foreign central banks; and 
‘‘(iii) foreign ministries; and 
‘‘(8) establish and maintain emergency procedures, backup 
facilities, and a plan for disaster recovery that allows for the 
timely recovery and resumption of operations and the fulfill-
ment of the responsibilities and obligations of the organization. 
‘‘(d) CONFIDENTIALITY
AND INDEMNIFICATION AGREEMENT.— 
Before the swap data repository may share information with any 
entity described in subsection (c)(7)— 
‘‘(1) the swap data repository shall receive a written agree-
ment from each entity stating that the entity shall abide by 
the confidentiality requirements described in section 8 relating 
to the information on swap transactions that is provided; and 
‘‘(2) each entity shall agree to indemnify the swap data 
repository and the Commission for any expenses arising from 
litigation relating to the information provided under section 
8. 
‘‘(e) DESIGNATION OF CHIEF COMPLIANCE OFFICER.— 
‘‘(1) IN GENERAL.—Each swap data repository shall des-
ignate an individual to serve as a chief compliance officer. 
‘‘(2) DUTIES.—The chief compliance officer shall— 
‘‘(A) report directly to the board or to the senior officer 
of the swap data repository; 
‘‘(B) review the compliance of the swap data repository 
with respect to the requirements and core principles 
described in this section; 
‘‘(C) in consultation with the board of the swap data 
repository, a body performing a function similar to the 
board of the swap data repository, or the senior officer 
of the swap data repository, resolve any conflicts of interest 
that may arise; 
‘‘(D) be responsible for administering each policy and 
procedure that is required to be established pursuant to 
this section; 
‘‘(E) ensure compliance with this Act (including regula-
tions) relating to agreements, contracts, or transactions, 
including each rule prescribed by the Commission under 
this section; 
‘‘(F) establish procedures for the remediation of non-
compliance issues identified by the chief compliance officer 
through any— 
‘‘(i) compliance office review; 
‘‘(ii) look-back; 
‘‘(iii) internal or external audit finding; 
‘‘(iv) self-reported error; or 
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124 STAT. 1700 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(v) validated complaint; and 
‘‘(G) establish and follow appropriate procedures for 
the handling, management response, remediation, re-
testing, and closing of noncompliance issues. 
‘‘(3) ANNUAL REPORTS.— 
‘‘(A) IN GENERAL.—In accordance with rules prescribed 
by the Commission, the chief compliance officer shall 
annually prepare and sign a report that contains a descrip-
tion of— 
‘‘(i) the compliance of the swap data repository 
of the chief compliance officer with respect to this 
Act (including regulations); and 
‘‘(ii) each policy and procedure of the swap data 
repository of the chief compliance officer (including 
the code of ethics and conflict of interest policies of 
the swap data repository). 
‘‘(B) REQUIREMENTS.—A compliance report under 
subparagraph (A) shall— 
‘‘(i) accompany each appropriate financial report 
of the swap data repository that is required to be 
furnished to the Commission pursuant to this section; 
and 
‘‘(ii) include a certification that, under penalty of 
law, the compliance report is accurate and complete. 
‘‘(f) CORE PRINCIPLES APPLICABLE TO SWAP DATA REPOSI-
TORIES.— 
‘‘(1) ANTITRUST
CONSIDERATIONS.—Unless necessary or 
appropriate to achieve the purposes of this Act, a swap data 
repository shall not— 
‘‘(A) adopt any rule or take any action that results 
in any unreasonable restraint of trade; or 
‘‘(B) impose any material anticompetitive burden on 
the trading, clearing, or reporting of transactions. 
‘‘(2) GOVERNANCE ARRANGEMENTS.—Each swap data reposi-
tory shall establish governance arrangements that are trans-
parent— 
‘‘(A) to fulfill public interest requirements; and 
‘‘(B) to support the objectives of the Federal Govern-
ment, owners, and participants. 
‘‘(3) CONFLICTS OF INTEREST.—Each swap data repository 
shall— 
‘‘(A) establish and enforce rules to minimize conflicts 
of interest in the decision-making process of the swap data 
repository; and 
‘‘(B) establish a process for resolving conflicts of 
interest described in subparagraph (A). 
‘‘(4) ADDITIONAL DUTIES DEVELOPED BY COMMISSION.— 
‘‘(A) IN GENERAL.—The Commission may develop 1 or 
more additional duties applicable to swap data repositories. 
‘‘(B) CONSIDERATION
OF
EVOLVING
STANDARDS.—In 
developing additional duties under subparagraph (A), the 
Commission may take into consideration any evolving 
standard of the United States or the international commu-
nity. 
‘‘(C) ADDITIONAL DUTIES FOR COMMISSION DESIGNEES.— 
The Commission shall establish additional duties for any 
registrant described in section 1a(48) in order to minimize 
Regulations. 
Certification. 
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124 STAT. 1701 
PUBLIC LAW 111–203—JULY 21, 2010 
conflicts of interest, protect data, ensure compliance, and 
guarantee the safety and security of the swap data reposi-
tory. 
‘‘(g) REQUIRED REGISTRATION FOR SWAP DATA REPOSITORIES.— 
Any person that is required to be registered as a swap data reposi-
tory under this section shall register with the Commission regard-
less of whether that person is also licensed as a bank or registered 
with the Securities and Exchange Commission as a swap data 
repository. 
‘‘(h) RULES.—The Commission shall adopt rules governing per-
sons that are registered under this section.’’. 
SEC. 729. REPORTING AND RECORDKEEPING. 
The Commodity Exchange Act is amended by inserting after 
section 4q (7 U.S.C. 6o–1) the following: 
‘‘SEC. 4r. REPORTING AND RECORDKEEPING FOR UNCLEARED SWAPS. 
‘‘(a) REQUIRED REPORTING OF SWAPS NOT ACCEPTED BY ANY 
DERIVATIVES CLEARING ORGANIZATION.— 
‘‘(1) IN
GENERAL.—Each swap that is not accepted for 
clearing by any derivatives clearing organization shall be 
reported to— 
‘‘(A) a swap data repository described in section 21; 
or 
‘‘(B) in the case in which there is no swap data reposi-
tory that would accept the swap, to the Commission pursu-
ant to this section within such time period as the Commis-
sion may by rule or regulation prescribe. 
‘‘(2) TRANSITION RULE FOR PREENACTMENT SWAPS.— 
‘‘(A) SWAPS ENTERED INTO BEFORE THE DATE OF ENACT-
MENT OF THE WALL STREET TRANSPARENCY AND ACCOUNT-
ABILITY ACT OF 2010.—Each swap entered into before the 
date of enactment of the Wall Street Transparency and 
Accountability Act of 2010, the terms of which have not 
expired as of the date of enactment of that Act, shall 
be reported to a registered swap data repository or the 
Commission by a date that is not later than— 
‘‘(i) 30 days after issuance of the interim final 
rule; or 
‘‘(ii) such other period as the Commission deter-
mines to be appropriate. 
‘‘(B) COMMISSION RULEMAKING.—The Commission shall 
promulgate an interim final rule within 90 days of the 
date of enactment of this section providing for the reporting 
of each swap entered into before the date of enactment 
as referenced in subparagraph (A). 
‘‘(C) 
EFFECTIVE
DATE.—The 
reporting 
provisions 
described in this section shall be effective upon the enact-
ment of this section. 
‘‘(3) REPORTING OBLIGATIONS.— 
‘‘(A) SWAPS IN WHICH ONLY 1 COUNTERPARTY IS A SWAP 
DEALER OR MAJOR SWAP PARTICIPANT.—With respect to a 
swap in which only 1 counterparty is a swap dealer or 
major swap participant, the swap dealer or major swap 
participant shall report the swap as required under para-
graphs (1) and (2). 
‘‘(B) SWAPS
IN
WHICH
1
COUNTERPARTY
IS
A
SWAP 
DEALER AND THE OTHER A MAJOR SWAP PARTICIPANT.—With 
7 USC 6r. 
7 USC 6q. 
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124 STAT. 1702 
PUBLIC LAW 111–203—JULY 21, 2010 
respect to a swap in which 1 counterparty is a swap dealer 
and the other a major swap participant, the swap dealer 
shall report the swap as required under paragraphs (1) 
and (2). 
‘‘(C) OTHER SWAPS.—With respect to any other swap 
not described in subparagraph (A) or (B), the counterparties 
to the swap shall select a counterparty to report the swap 
as required under paragraphs (1) and (2). 
‘‘(b) DUTIES OF CERTAIN INDIVIDUALS.—Any individual or entity 
that enters into a swap shall meet each requirement described 
in subsection (c) if the individual or entity did not— 
‘‘(1) clear the swap in accordance with section 2(h)(1); or 
‘‘(2) have the data regarding the swap accepted by a swap 
data repository in accordance with rules (including timeframes) 
adopted by the Commission under section 21. 
‘‘(c) REQUIREMENTS.—An individual or entity described in sub-
section (b) shall— 
‘‘(1) upon written request from the Commission, provide 
reports regarding the swaps held by the individual or entity 
to the Commission in such form and in such manner as the 
Commission may request; and 
‘‘(2) maintain books and records pertaining to the swaps 
held by the individual or entity in such form, in such manner, 
and for such period as the Commission may require, which 
shall be open to inspection by— 
‘‘(A) any representative of the Commission; 
‘‘(B) an appropriate prudential regulator; 
‘‘(C) the Securities and Exchange Commission; 
‘‘(D) the Financial Stability Oversight Council; and 
‘‘(E) the Department of Justice. 
‘‘(d) IDENTICAL DATA.—In prescribing rules under this section, 
the Commission shall require individuals and entities described 
in subsection (b) to submit to the Commission a report that contains 
data that is not less comprehensive than the data required to 
be collected by swap data repositories under section 21.’’. 
SEC. 730. LARGE SWAP TRADER REPORTING. 
The Commodity Exchange Act (7 U.S.C. 1 et seq.) is amended 
by adding after section 4s (as added by section 731) the following: 
‘‘SEC. 4t. LARGE SWAP TRADER REPORTING. 
‘‘(a) PROHIBITION.— 
‘‘(1) IN GENERAL.—Except as provided in paragraph (2), 
it shall be unlawful for any person to enter into any swap 
that the Commission determines to perform a significant price 
discovery function with respect to registered entities if— 
‘‘(A) the person directly or indirectly enters into the 
swap during any 1 day in an amount equal to or in excess 
of such amount as shall be established periodically by 
the Commission; and 
‘‘(B) the person directly or indirectly has or obtains 
a position in the swap equal to or in excess of such amount 
as shall be established periodically by the Commission. 
‘‘(2) EXCEPTION.—Paragraph (1) shall not apply if— 
‘‘(A) the person files or causes to be filed with the 
properly designated officer of the Commission such reports 
7 USC 6t. 
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124 STAT. 1703 
PUBLIC LAW 111–203—JULY 21, 2010 
regarding any transactions or positions described in sub-
paragraphs (A) and (B) of paragraph (1) as the Commission 
may require by rule or regulation; and 
‘‘(B) in accordance with the rules and regulations of 
the Commission, the person keeps books and records of 
all such swaps and any transactions and positions in any 
related commodity traded on or subject to the rules of 
any designated contract market or swap execution facility, 
and of cash or spot transactions in, inventories of, and 
purchase and sale commitments of, such a commodity. 
‘‘(b) REQUIREMENTS.— 
‘‘(1) IN
GENERAL.—Books and records described in sub-
section (a)(2)(B) shall— 
‘‘(A) show such complete details concerning all trans-
actions and positions as the Commission may prescribe 
by rule or regulation; 
‘‘(B) be open at all times to inspection and examination 
by any representative of the Commission; and 
‘‘(C) be open at all times to inspection and examination 
by the Securities and Exchange Commission, to the extent 
such books and records relate to transactions in swaps 
(as that term is defined in section 1a(47)(A)(v)), and con-
sistent with the confidentiality and disclosure requirements 
of section 8. 
‘‘(2) JURISDICTION.—Nothing in paragraph (1) shall affect 
the exclusive jurisdiction of the Commission to prescribe record-
keeping and reporting requirements for large swap traders 
under this section. 
‘‘(c) APPLICABILITY.—For purposes of this section, the swaps, 
futures, and cash or spot transactions and positions of any person 
shall include the swaps, futures, and cash or spot transactions 
and positions of any persons directly or indirectly controlled by 
the person. 
‘‘(d) SIGNIFICANT PRICE DISCOVERY FUNCTION.—In making a 
determination as to whether a swap performs or affects a significant 
price discovery function with respect to registered entities, the 
Commission shall consider the factors described in section 4a(a)(3).’’. 
SEC. 731. REGISTRATION AND REGULATION OF SWAP DEALERS AND 
MAJOR SWAP PARTICIPANTS. 
The Commodity Exchange Act (7 U.S.C. 1 et seq.) is amended 
by inserting after section 4r (as added by section 729) the following: 
‘‘SEC. 4s. REGISTRATION AND REGULATION OF SWAP DEALERS AND 
MAJOR SWAP PARTICIPANTS. 
‘‘(a) REGISTRATION.— 
‘‘(1) SWAP DEALERS.—It shall be unlawful for any person 
to act as a swap dealer unless the person is registered as 
a swap dealer with the Commission. 
‘‘(2) MAJOR SWAP PARTICIPANTS.—It shall be unlawful for 
any person to act as a major swap participant unless the 
person is registered as a major swap participant with the 
Commission. 
‘‘(b) REQUIREMENTS.— 
‘‘(1) IN GENERAL.—A person shall register as a swap dealer 
or major swap participant by filing a registration application 
with the Commission. 
‘‘(2) CONTENTS.— 
7 USC 6s. 
Records. 
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124 STAT. 1704 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(A) IN GENERAL.—The application shall be made in 
such form and manner as prescribed by the Commission, 
and shall contain such information, as the Commission 
considers necessary concerning the business in which the 
applicant is or will be engaged. 
‘‘(B) CONTINUAL
REPORTING.—A person that is reg-
istered as a swap dealer or major swap participant shall 
continue to submit to the Commission reports that contain 
such information pertaining to the business of the person 
as the Commission may require. 
‘‘(3) EXPIRATION.—Each registration under this section shall 
expire at such time as the Commission may prescribe by rule 
or regulation. 
‘‘(4) RULES.—Except as provided in subsections (d) and 
(e), the Commission may prescribe rules applicable to swap 
dealers and major swap participants, including rules that limit 
the activities of swap dealers and major swap participants. 
‘‘(5) TRANSITION.—Rules under this section shall provide 
for the registration of swap dealers and major swap participants 
not later than 1 year after the date of enactment of the Wall 
Street Transparency and Accountability Act of 2010. 
‘‘(6) STATUTORY DISQUALIFICATION.—Except to the extent 
otherwise specifically provided by rule, regulation, or order, 
it shall be unlawful for a swap dealer or a major swap partici-
pant to permit any person associated with a swap dealer or 
a major swap participant who is subject to a statutory disquali-
fication to effect or be involved in effecting swaps on behalf 
of the swap dealer or major swap participant, if the swap 
dealer or major swap participant knew, or in the exercise 
of reasonable care should have known, of the statutory disquali-
fication. 
‘‘(c) DUAL REGISTRATION.— 
‘‘(1) SWAP DEALER.—Any person that is required to be reg-
istered as a swap dealer under this section shall register with 
the Commission regardless of whether the person also is a 
depository institution or is registered with the Securities and 
Exchange Commission as a security-based swap dealer. 
‘‘(2) MAJOR SWAP PARTICIPANT.—Any person that is required 
to be registered as a major swap participant under this section 
shall register with the Commission regardless of whether the 
person also is a depository institution or is registered with 
the Securities and Exchange Commission as a major security- 
based swap participant. 
‘‘(d) RULEMAKINGS.— 
‘‘(1) IN GENERAL.—The Commission shall adopt rules for 
persons that are registered as swap dealers or major swap 
participants under this section. 
‘‘(2) EXCEPTION FOR PRUDENTIAL REQUIREMENTS.— 
‘‘(A) IN GENERAL.—The Commission may not prescribe 
rules imposing prudential requirements on swap dealers 
or major swap participants for which there is a prudential 
regulator. 
‘‘(B) APPLICABILITY.—Subparagraph (A) does not limit 
the authority of the Commission to prescribe rules as 
directed under this section. 
‘‘(e) CAPITAL AND MARGIN REQUIREMENTS.— 
‘‘(1) IN GENERAL.— 
Regulations. 
Regulations. 
Deadline. 
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124 STAT. 1705 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(A) SWAP
DEALERS
AND
MAJOR
SWAP
PARTICIPANTS 
THAT ARE BANKS.—Each registered swap dealer and major 
swap participant for which there is a prudential regulator 
shall meet such minimum capital requirements and min-
imum initial and variation margin requirements as the 
prudential regulator shall by rule or regulation prescribe 
under paragraph (2)(A). 
‘‘(B) SWAP
DEALERS
AND
MAJOR
SWAP
PARTICIPANTS 
THAT ARE NOT BANKS.—Each registered swap dealer and 
major swap participant for which there is not a prudential 
regulator shall meet such minimum capital requirements 
and minimum initial and variation margin requirements 
as the Commission shall by rule or regulation prescribe 
under paragraph (2)(B). 
‘‘(2) RULES.— 
‘‘(A) SWAP
DEALERS
AND
MAJOR
SWAP
PARTICIPANTS 
THAT ARE BANKS.—The prudential regulators, in consulta-
tion with the Commission and the Securities and Exchange 
Commission, shall jointly adopt rules for swap dealers and 
major swap participants, with respect to their activities 
as a swap dealer or major swap participant, for which 
there is a prudential regulator imposing— 
‘‘(i) capital requirements; and 
‘‘(ii) both initial and variation margin requirements 
on all swaps that are not cleared by a registered deriva-
tives clearing organization. 
‘‘(B) SWAP
DEALERS
AND
MAJOR
SWAP
PARTICIPANTS 
THAT ARE NOT BANKS.—The Commission shall adopt rules 
for swap dealers and major swap participants, with respect 
to their activities as a swap dealer or major swap partici-
pant, for which there is not a prudential regulator 
imposing— 
‘‘(i) capital requirements; and 
‘‘(ii) both initial and variation margin requirements 
on all swaps that are not cleared by a registered deriva-
tives clearing organization. 
‘‘(C) CAPITAL.—In setting capital requirements for a 
person that is designated as a swap dealer or a major 
swap participant for a single type or single class or category 
of swap or activities, the prudential regulator and the 
Commission shall take into account the risks associated 
with other types of swaps or classes of swaps or categories 
of swaps engaged in and the other activities conducted 
by that person that are not otherwise subject to regulation 
applicable to that person by virtue of the status of the 
person as a swap dealer or a major swap participant. 
‘‘(3) STANDARDS FOR CAPITAL AND MARGIN.— 
‘‘(A) IN GENERAL.—To offset the greater risk to the 
swap dealer or major swap participant and the financial 
system arising from the use of swaps that are not cleared, 
the requirements imposed under paragraph (2) shall— 
‘‘(i) help ensure the safety and soundness of the 
swap dealer or major swap participant; and 
‘‘(ii) be appropriate for the risk associated with 
the non-cleared swaps held as a swap dealer or major 
swap participant. 
‘‘(B) RULE OF CONSTRUCTION.— 
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124 STAT. 1706 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(i) IN
GENERAL.—Nothing in this section shall 
limit, or be construed to limit, the authority— 
‘‘(I) of the Commission to set financial respon-
sibility rules for a futures commission merchant 
or introducing broker registered pursuant to sec-
tion 4f(a) (except for section 4f(a)(3)) in accordance 
with section 4f(b); or 
‘‘(II) of the Securities and Exchange Commis-
sion to set financial responsibility rules for a 
broker or dealer registered pursuant to section 
15(b) of the Securities Exchange Act of 1934 (15 
U.S.C. 78o(b)) (except for section 15(b)(11) of that 
Act (15 U.S.C. 78o(b)(11)) in accordance with sec-
tion 15(c)(3) of the Securities Exchange Act of 1934 
(15 U.S.C. 78o(c)(3)). 
‘‘(ii) FUTURES COMMISSION MERCHANTS AND OTHER 
DEALERS.—A futures commission merchant, intro-
ducing broker, broker, or dealer shall maintain suffi-
cient capital to comply with the stricter of any 
applicable capital requirements to which such futures 
commission merchant, introducing broker, broker, or 
dealer is subject to under this Act or the Securities 
Exchange Act of 1934 (15 U.S.C. 78a et seq.). 
‘‘(C) MARGIN
REQUIREMENTS.—In prescribing margin 
requirements under this subsection, the prudential regu-
lator with respect to swap dealers and major swap partici-
pants for which it is the prudential regulator and the 
Commission with respect to swap dealers and major swap 
participants for which there is no prudential regulator 
shall permit the use of noncash collateral, as the regulator 
or the Commission determines to be consistent with— 
‘‘(i) preserving the financial integrity of markets 
trading swaps; and 
‘‘(ii) preserving the stability of the United States 
financial system. 
‘‘(D) COMPARABILITY OF CAPITAL AND MARGIN REQUIRE-
MENTS.— 
‘‘(i) IN GENERAL.—The prudential regulators, the 
Commission, 
and 
the 
Securities 
and 
Exchange 
Commission shall periodically (but not less frequently 
than annually) consult on minimum capital require-
ments and minimum initial and variation margin 
requirements. 
‘‘(ii) COMPARABILITY.—The entities described in 
clause (i) shall, to the maximum extent practicable, 
establish and maintain comparable minimum capital 
requirements and minimum initial and variation 
margin requirements, including the use of non cash 
collateral, for— 
‘‘(I) swap dealers; and 
‘‘(II) major swap participants. 
‘‘(f) REPORTING AND RECORDKEEPING.— 
‘‘(1) IN GENERAL.—Each registered swap dealer and major 
swap participant— 
Consultation. 
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124 STAT. 1707 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(A) shall make such reports as are required by the 
Commission by rule or regulation regarding the trans-
actions and positions and financial condition of the reg-
istered swap dealer or major swap participant; 
‘‘(B)(i) for which there is a prudential regulator, shall 
keep books and records of all activities related to the busi-
ness as a swap dealer or major swap participant in such 
form and manner and for such period as may be prescribed 
by the Commission by rule or regulation; and 
‘‘(ii) for which there is no prudential regulator, shall 
keep books and records in such form and manner and 
for such period as may be prescribed by the Commission 
by rule or regulation; 
‘‘(C) shall keep books and records described in subpara-
graph (B) open to inspection and examination by any rep-
resentative of the Commission; and 
‘‘(D) shall keep any such books and records relating 
to swaps defined in section 1a(47)(A)(v) open to inspection 
and examination by the Securities and Exchange Commis-
sion. 
‘‘(2) RULES.—The Commission shall adopt rules governing 
reporting and recordkeeping for swap dealers and major swap 
participants. 
‘‘(g) DAILY TRADING RECORDS.— 
‘‘(1) IN GENERAL.—Each registered swap dealer and major 
swap participant shall maintain daily trading records of the 
swaps of the registered swap dealer and major swap participant 
and all related records (including related cash or forward trans-
actions) and recorded communications, including electronic 
mail, instant messages, and recordings of telephone calls, for 
such period as may be required by the Commission by rule 
or regulation. 
‘‘(2) INFORMATION
REQUIREMENTS.—The daily trading 
records shall include such information as the Commission shall 
require by rule or regulation. 
‘‘(3) COUNTERPARTY RECORDS.—Each registered swap dealer 
and major swap participant shall maintain daily trading records 
for each counterparty in a manner and form that is identifiable 
with each swap transaction. 
‘‘(4) AUDIT TRAIL.—Each registered swap dealer and major 
swap participant shall maintain a complete audit trail for con-
ducting comprehensive and accurate trade reconstructions. 
‘‘(5) RULES.—The Commission shall adopt rules governing 
daily trading records for swap dealers and major swap partici-
pants. 
‘‘(h) BUSINESS CONDUCT STANDARDS.— 
‘‘(1) IN GENERAL.—Each registered swap dealer and major 
swap participant shall conform with such business conduct 
standards as prescribed in paragraph (3) and as may be pre-
scribed by the Commission by rule or regulation that relate 
to— 
‘‘(A) fraud, manipulation, and other abusive practices 
involving swaps (including swaps that are offered but not 
entered into); 
‘‘(B) diligent supervision of the business of the reg-
istered swap dealer and major swap participant; 
‘‘(C) adherence to all applicable position limits; and 
Reports. 
Regulations. 
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124 STAT. 1708 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(D) such other matters as the Commission determines 
to be appropriate. 
‘‘(2) RESPONSIBILITIES WITH RESPECT TO SPECIAL ENTITIES.— 
‘‘(A) ADVISING
SPECIAL
ENTITIES.—A swap dealer or 
major swap participant that acts as an advisor to a special 
entity regarding a swap shall comply with the requirements 
of subparagraph (4) with respect to such Special Entity. 
‘‘(B) ENTERING OF SWAPS WITH RESPECT TO SPECIAL 
ENTITIES.—A swap dealer that enters into or offers to enter 
into swap with a Special Entity shall comply with the 
requirements of subparagraph (5) with respect to such 
Special Entity. 
‘‘(C) SPECIAL ENTITY DEFINED.—For purposes of this 
subsection, the term ‘special entity’ means— 
‘‘(i) a Federal agency; 
‘‘(ii) a State, State agency, city, county, munici-
pality, or other political subdivision of a State; 
‘‘(iii) any employee benefit plan, as defined in sec-
tion 3 of the Employee Retirement Income Security 
Act of 1974 (29 U.S.C. 1002); 
‘‘(iv) any governmental plan, as defined in section 
3 of the Employee Retirement Income Security Act 
of 1974 (29 U.S.C. 1002); or 
‘‘(v) any endowment, including an endowment that 
is an organization described in section 501(c)(3) of the 
Internal Revenue Code of 1986. 
‘‘(3) BUSINESS CONDUCT REQUIREMENTS.—Business conduct 
requirements adopted by the Commission shall— 
‘‘(A) establish a duty for a swap dealer or major swap 
participant to verify that any counterparty meets the eligi-
bility standards for an eligible contract participant; 
‘‘(B) require disclosure by the swap dealer or major 
swap participant to any counterparty to the transaction 
(other than a swap dealer, major swap participant, security- 
based swap dealer, or major security-based swap partici-
pant) of— 
‘‘(i) information about the material risks and 
characteristics of the swap; 
‘‘(ii) any material incentives or conflicts of interest 
that the swap dealer or major swap participant may 
have in connection with the swap; and 
‘‘(iii)(I) for cleared swaps, upon the request of the 
counterparty, receipt of the daily mark of the trans-
action from the appropriate derivatives clearing 
organization; and 
‘‘(II) for uncleared swaps, receipt of the daily mark 
of the transaction from the swap dealer or the major 
swap participant; 
‘‘(C) establish a duty for a swap dealer or major swap 
participant to communicate in a fair and balanced manner 
based on principles of fair dealing and good faith; and 
‘‘(D) establish such other standards and requirements 
as the Commission may determine are appropriate in the 
public interest, for the protection of investors, or otherwise 
in furtherance of the purposes of this Act. 
‘‘(4) SPECIAL REQUIREMENTS FOR SWAP DEALERS ACTING AS 
ADVISORS.— 
Compliance. 
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124 STAT. 1709 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(A) IN
GENERAL.—It shall be unlawful for a swap 
dealer or major swap participant— 
‘‘(i) to employ any device, scheme, or artifice to 
defraud any Special Entity or prospective customer 
who is a Special Entity; 
‘‘(ii) to engage in any transaction, practice, or 
course of business that operates as a fraud or deceit 
on any Special Entity or prospective customer who 
is a Special Entity; or 
‘‘(iii) to engage in any act, practice, or course of 
business that is fraudulent, deceptive or manipulative. 
‘‘(B) DUTY.—Any swap dealer that acts as an advisor 
to a Special Entity shall have a duty to act in the best 
interests of the Special Entity. 
‘‘(C) REASONABLE EFFORTS.—Any swap dealer that acts 
as an advisor to a Special Entity shall make reasonable 
efforts to obtain such information as is necessary to make 
a reasonable determination that any swap recommended 
by the swap dealer is in the best interests of the Special 
Entity, including information relating to— 
‘‘(i) the financial status of the Special Entity; 
‘‘(ii) the tax status of the Special Entity; 
‘‘(iii) the investment or financing objectives of the 
Special Entity; and 
‘‘(iv) any other information that the Commission 
may prescribe by rule or regulation. 
‘‘(5) SPECIAL
REQUIREMENTS
FOR
SWAP
DEALERS
AS 
COUNTERPARTIES TO SPECIAL ENTITIES.— 
‘‘(A) Any swap dealer or major swap participant that 
offers to enter or enters into a swap with a Special Entity 
shall— 
‘‘(i) comply with any duty established by the 
Commission for a swap dealer or major swap partici-
pant, with respect to a counterparty that is an eligible 
contract participant within the meaning of subclause 
(I) or (II) of clause (vii) of section 1a(18) of this Act, 
that requires the swap dealer or major swap partici-
pant to have a reasonable basis to believe that the 
counterparty that is a Special Entity has an inde-
pendent representative that— 
‘‘(I) has sufficient knowledge to evaluate the 
transaction and risks; 
‘‘(II) is not subject to a statutory disqualifica-
tion; 
‘‘(III) is independent of the swap dealer or 
major swap participant; 
‘‘(IV) undertakes a duty to act in the best 
interests of the counterparty it represents; 
‘‘(V) makes appropriate disclosures; 
‘‘(VI) will provide written representations to 
the Special Entity regarding fair pricing and the 
appropriateness of the transaction; and 
‘‘(VII) in the case of employee benefit plans 
subject to the Employee Retirement Income Secu-
rity act of 1974, is a fiduciary as defined in section 
3 of that Act (29 U.S.C. 1002); and 
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124 STAT. 1710 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(ii) before the initiation of the transaction, disclose 
to the Special Entity in writing the capacity in which 
the swap dealer is acting; and 
‘‘(B) the Commission may establish such other stand-
ards and requirements as the Commission may determine 
are appropriate in the public interest, for the protection 
of investors, or otherwise in furtherance of the purposes 
of this Act. 
‘‘(6) RULES.—The Commission shall prescribe rules under 
this subsection governing business conduct standards for swap 
dealers and major swap participants. 
‘‘(7) APPLICABILITY.—This section shall not apply with 
respect to a transaction that is— 
‘‘(A) initiated by a Special Entity on an exchange or 
swap execution facility; and 
‘‘(B) one in which the swap dealer or major swap 
participant does not know the identity of the counterparty 
to the transaction. 
‘‘(i) DOCUMENTATION STANDARDS.— 
‘‘(1) IN GENERAL.—Each registered swap dealer and major 
swap participant shall conform with such standards as may 
be prescribed by the Commission by rule or regulation that 
relate to timely and accurate confirmation, processing, netting, 
documentation, and valuation of all swaps. 
‘‘(2) RULES.—The Commission shall adopt rules governing 
documentation standards for swap dealers and major swap 
participants. 
‘‘(j) DUTIES.—Each registered swap dealer and major swap 
participant at all times shall comply with the following require-
ments: 
‘‘(1) MONITORING OF TRADING.—The swap dealer or major 
swap participant shall monitor its trading in swaps to prevent 
violations of applicable position limits. 
‘‘(2) RISK MANAGEMENT PROCEDURES.—The swap dealer or 
major swap participant shall establish robust and professional 
risk management systems adequate for managing the day- 
to-day business of the swap dealer or major swap participant. 
‘‘(3) DISCLOSURE
OF
GENERAL
INFORMATION.—The swap 
dealer or major swap participant shall disclose to the Commis-
sion and to the prudential regulator for the swap dealer or 
major swap participant, as applicable, information concerning— 
‘‘(A) terms and conditions of its swaps; 
‘‘(B) swap trading operations, mechanisms, and prac-
tices; 
‘‘(C) financial integrity protections relating to swaps; 
and 
‘‘(D) other information relevant to its trading in swaps. 
‘‘(4) ABILITY TO OBTAIN INFORMATION.—The swap dealer 
or major swap participant shall— 
‘‘(A) establish and enforce internal systems and proce-
dures to obtain any necessary information to perform any 
of the functions described in this section; and 
‘‘(B) provide the information to the Commission and 
to the prudential regulator for the swap dealer or major 
swap participant, as applicable, on request. 
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124 STAT. 1711 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(5) CONFLICTS OF INTEREST.—The swap dealer and major 
swap participant shall implement conflict-of-interest systems 
and procedures that— 
‘‘(A) establish structural and institutional safeguards 
to ensure that the activities of any person within the firm 
relating to research or analysis of the price or market 
for any commodity or swap or acting in a role of providing 
clearing activities or making determinations as to accepting 
clearing customers are separated by appropriate informa-
tional partitions within the firm from the review, pressure, 
or oversight of persons whose involvement in pricing, 
trading, or clearing activities might potentially bias their 
judgment or supervision and contravene the core principles 
of open access and the business conduct standards 
described in this Act; and 
‘‘(B) address such other issues as the Commission 
determines to be appropriate. 
‘‘(6) ANTITRUST
CONSIDERATIONS.—Unless necessary or 
appropriate to achieve the purposes of this Act, a swap dealer 
or major swap participant shall not— 
‘‘(A) adopt any process or take any action that results 
in any unreasonable restraint of trade; or 
‘‘(B) impose any material anticompetitive burden on 
trading or clearing. 
‘‘(7) RULES.—The Commission shall prescribe rules under 
this subsection governing duties of swap dealers and major 
swap participants. 
‘‘(k) DESIGNATION OF CHIEF COMPLIANCE OFFICER.— 
‘‘(1) IN
GENERAL.—Each swap dealer and major swap 
participant shall designate an individual to serve as a chief 
compliance officer. 
‘‘(2) DUTIES.—The chief compliance officer shall— 
‘‘(A) report directly to the board or to the senior officer 
of the swap dealer or major swap participant; 
‘‘(B) review the compliance of the swap dealer or major 
swap participant with respect to the swap dealer and major 
swap participant requirements described in this section; 
‘‘(C) in consultation with the board of directors, a body 
performing a function similar to the board, or the senior 
officer of the organization, resolve any conflicts of interest 
that may arise; 
‘‘(D) be responsible for administering each policy and 
procedure that is required to be established pursuant to 
this section; 
‘‘(E) ensure compliance with this Act (including regula-
tions) relating to swaps, including each rule prescribed 
by the Commission under this section; 
‘‘(F) establish procedures for the remediation of non-
compliance issues identified by the chief compliance officer 
through any— 
‘‘(i) compliance office review; 
‘‘(ii) look-back; 
‘‘(iii) internal or external audit finding; 
‘‘(iv) self-reported error; or 
‘‘(v) validated complaint; and 
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124 STAT. 1712 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(G) establish and follow appropriate procedures for 
the handling, management response, remediation, re-
testing, and closing of noncompliance issues. 
‘‘(3) ANNUAL REPORTS.— 
‘‘(A) IN GENERAL.—In accordance with rules prescribed 
by the Commission, the chief compliance officer shall 
annually prepare and sign a report that contains a descrip-
tion of— 
‘‘(i) the compliance of the swap dealer or major 
swap participant with respect to this Act (including 
regulations); and 
‘‘(ii) each policy and procedure of the swap dealer 
or major swap participant of the chief compliance 
officer (including the code of ethics and conflict of 
interest policies). 
‘‘(B) REQUIREMENTS.—A compliance report under 
subparagraph (A) shall— 
‘‘(i) accompany each appropriate financial report 
of the swap dealer or major swap participant that 
is required to be furnished to the Commission pursuant 
to this section; and 
‘‘(ii) include a certification that, under penalty of 
law, the compliance report is accurate and complete.’’. 
SEC. 732. CONFLICTS OF INTEREST. 
Section 4d of the Commodity Exchange Act (7 U.S.C. 6d) is 
amended— 
(1) by redesignating subsection (c) as subsection (e); and 
(2) by inserting after subsection (b) the following: 
‘‘(c) CONFLICTS OF INTEREST.—The Commission shall require 
that futures commission merchants and introducing brokers imple-
ment conflict-of-interest systems and procedures that— 
‘‘(1) establish structural and institutional safeguards to 
ensure that the activities of any person within the firm relating 
to research or analysis of the price or market for any commodity 
are separated by appropriate informational partitions within 
the firm from the review, pressure, or oversight of persons 
whose involvement in trading or clearing activities might poten-
tially bias the judgment or supervision of the persons; and 
‘‘(2) address such other issues as the Commission deter-
mines to be appropriate. 
‘‘(d) DESIGNATION
OF
CHIEF
COMPLIANCE
OFFICER.—Each 
futures commission merchant shall designate an individual to serve 
as its Chief Compliance Officer and perform such duties and respon-
sibilities as shall be set forth in regulations to be adopted by 
the Commission or rules to be adopted by a futures association 
registered under section 17.’’. 
SEC. 733. SWAP EXECUTION FACILITIES. 
The Commodity Exchange Act is amended by inserting after 
section 5g (7 U.S.C. 7b–2) the following: 
‘‘SEC. 5h. SWAP EXECUTION FACILITIES. 
‘‘(a) REGISTRATION.— 
‘‘(1) IN GENERAL.—No person may operate a facility for 
the trading or processing of swaps unless the facility is reg-
istered as a swap execution facility or as a designated contract 
market under this section. 
7 USC 7b–3. 
Regulations. 
Procedures. 
Certification. 
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124 STAT. 1713 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(2) DUAL REGISTRATION.—Any person that is registered 
as a swap execution facility under this section shall register 
with the Commission regardless of whether the person also 
is registered with the Securities and Exchange Commission 
as a swap execution facility. 
‘‘(b) TRADING AND TRADE PROCESSING.— 
‘‘(1) IN GENERAL.—Except as specified in paragraph (2), 
a swap execution facility that is registered under subsection 
(a) may— 
‘‘(A) make available for trading any swap; and 
‘‘(B) facilitate trade processing of any swap. 
‘‘(2) AGRICULTURAL SWAPS.—A swap execution facility may 
not list for trading or confirm the execution of any swap in 
an agricultural commodity (as defined by the Commission) 
except pursuant to a rule or regulation of the Commission 
allowing the swap under such terms and conditions as the 
Commission shall prescribe. 
‘‘(c) IDENTIFICATION OF FACILITY USED TO TRADE SWAPS BY 
CONTRACT MARKETS.—A board of trade that operates a contract 
market shall, to the extent that the board of trade also operates 
a swap execution facility and uses the same electronic trade execu-
tion system for listing and executing trades of swaps on or through 
the contract market and the swap execution facility, identify 
whether the electronic trading of such swaps is taking place on 
or through the contract market or the swap execution facility. 
‘‘(d) RULE-WRITING.— 
‘‘(1) The Securities and Exchange Commission and Com-
modity Futures Trading Commission may promulgate rules 
defining the universe of swaps that can be executed on a 
swap execution facility. These rules shall take into account 
the price and nonprice requirements of the counterparties to 
a swap and the goal of this section as set forth in subsection 
(e). 
‘‘(2) For all swaps that are not required to be executed 
through a swap execution facility as defined in paragraph (1), 
such trades may be executed through any other available means 
of interstate commerce. 
‘‘(3) The Securities and Exchange Commission and Com-
modity Futures Trading Commission shall update these rules 
as necessary to account for technological and other innovation. 
‘‘(e) RULE OF CONSTRUCTION.—The goal of this section is to 
promote the trading of swaps on swap execution facilities and 
to promote pre-trade price transparency in the swaps market. 
‘‘(f) CORE PRINCIPLES FOR SWAP EXECUTION FACILITIES.— 
‘‘(1) COMPLIANCE WITH CORE PRINCIPLES.— 
‘‘(A) IN GENERAL.—To be registered, and maintain reg-
istration, as a swap execution facility, the swap execution 
facility shall comply with— 
‘‘(i) the core principles described in this subsection; 
and 
‘‘(ii) any requirement that the Commission may 
impose by rule or regulation pursuant to section 8a(5). 
‘‘(B) REASONABLE
DISCRETION
OF
SWAP
EXECUTION 
FACILITY.—Unless otherwise determined by the Commis-
sion by rule or regulation, a swap execution facility 
Regulations. 
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124 STAT. 1714 
PUBLIC LAW 111–203—JULY 21, 2010 
described in subparagraph (A) shall have reasonable discre-
tion in establishing the manner in which the swap execu-
tion facility complies with the core principles described 
in this subsection. 
‘‘(2) COMPLIANCE WITH RULES.—A swap execution facility 
shall— 
‘‘(A) establish and enforce compliance with any rule 
of the swap execution facility, including— 
‘‘(i) the terms and conditions of the swaps traded 
or processed on or through the swap execution facility; 
and 
‘‘(ii) any limitation on access to the swap execution 
facility; 
‘‘(B) establish and enforce trading, trade processing, 
and participation rules that will deter abuses and have 
the capacity to detect, investigate, and enforce those rules, 
including means— 
‘‘(i) to provide market participants with impartial 
access to the market; and 
‘‘(ii) to capture information that may be used in 
establishing whether rule violations have occurred; 
‘‘(C) establish rules governing the operation of the 
facility, including rules specifying trading procedures to 
be used in entering and executing orders traded or posted 
on the facility, including block trades; and 
‘‘(D) provide by its rules that when a swap dealer 
or major swap participant enters into or facilitates a swap 
that is subject to the mandatory clearing requirement of 
section 2(h), the swap dealer or major swap participant 
shall be responsible for compliance with the mandatory 
trading requirement under section 2(h)(8). 
‘‘(3) SWAPS NOT READILY SUSCEPTIBLE TO MANIPULATION.— 
The swap execution facility shall permit trading only in swaps 
that are not readily susceptible to manipulation. 
‘‘(4) MONITORING OF TRADING AND TRADE PROCESSING.— 
The swap execution facility shall— 
‘‘(A) establish and enforce rules or terms and conditions 
defining, or specifications detailing— 
‘‘(i) trading procedures to be used in entering and 
executing orders traded on or through the facilities 
of the swap execution facility; and 
‘‘(ii) procedures for trade processing of swaps on 
or through the facilities of the swap execution facility; 
and 
‘‘(B) monitor trading in swaps to prevent manipulation, 
price distortion, and disruptions of the delivery or cash 
settlement process through surveillance, compliance, and 
disciplinary practices and procedures, including methods 
for conducting real-time monitoring of trading and com-
prehensive and accurate trade reconstructions. 
‘‘(5) ABILITY TO OBTAIN INFORMATION.—The swap execution 
facility shall— 
‘‘(A) establish and enforce rules that will allow the 
facility to obtain any necessary information to perform 
any of the functions described in this section; 
‘‘(B) provide the information to the Commission on 
request; and 
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124 STAT. 1715 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(C) have the capacity to carry out such international 
information-sharing agreements as the Commission may 
require. 
‘‘(6) POSITION LIMITS OR ACCOUNTABILITY.— 
‘‘(A) IN GENERAL.—To reduce the potential threat of 
market manipulation or congestion, especially during 
trading in the delivery month, a swap execution facility 
that is a trading facility shall adopt for each of the contracts 
of the facility, as is necessary and appropriate, position 
limitations or position accountability for speculators. 
‘‘(B) POSITION LIMITS.—For any contract that is subject 
to a position limitation established by the Commission 
pursuant to section 4a(a), the swap execution facility 
shall— 
‘‘(i) set its position limitation at a level no higher 
than the Commission limitation; and 
‘‘(ii) monitor positions established on or through 
the swap execution facility for compliance with the 
limit set by the Commission and the limit, if any, 
set by the swap execution facility. 
‘‘(7) FINANCIAL
INTEGRITY
OF
TRANSACTIONS.—The swap 
execution facility shall establish and enforce rules and proce-
dures for ensuring the financial integrity of swaps entered 
on or through the facilities of the swap execution facility, 
including the clearance and settlement of the swaps pursuant 
to section 2(h)(1). 
‘‘(8) EMERGENCY AUTHORITY.—The swap execution facility 
shall adopt rules to provide for the exercise of emergency 
authority, in consultation or cooperation with the Commission, 
as is necessary and appropriate, including the authority to 
liquidate or transfer open positions in any swap or to suspend 
or curtail trading in a swap. 
‘‘(9) TIMELY PUBLICATION OF TRADING INFORMATION.— 
‘‘(A) IN GENERAL.—The swap execution facility shall 
make public timely information on price, trading volume, 
and other trading data on swaps to the extent prescribed 
by the Commission. 
‘‘(B) CAPACITY
OF
SWAP
EXECUTION
FACILITY.—The 
swap execution facility shall be required to have the 
capacity to electronically capture and transmit trade 
information with respect to transactions executed on the 
facility. 
‘‘(10) RECORDKEEPING AND REPORTING.— 
‘‘(A) IN GENERAL.—A swap execution facility shall— 
‘‘(i) maintain records of all activities relating to 
the business of the facility, including a complete audit 
trail, in a form and manner acceptable to the Commis-
sion for a period of 5 years; 
‘‘(ii) report to the Commission, in a form and 
manner acceptable to the Commission, such informa-
tion as the Commission determines to be necessary 
or appropriate for the Commission to perform the 
duties of the Commission under this Act; and 
‘‘(iii) shall keep any such records relating to swaps 
defined in section 1a(47)(A)(v) open to inspection and 
examination by the Securities and Exchange Commis-
sion.’’ 
Time period. 
Public 
information. 
Procedures. 
Contracts. 
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124 STAT. 1716 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(B) REQUIREMENTS.—The Commission shall adopt 
data collection and reporting requirements for swap execu-
tion facilities that are comparable to corresponding require-
ments for derivatives clearing organizations and swap data 
repositories. 
‘‘(11) ANTITRUST
CONSIDERATIONS.—Unless necessary or 
appropriate to achieve the purposes of this Act, the swap execu-
tion facility shall not— 
‘‘(A) adopt any rules or taking any actions that result 
in any unreasonable restraint of trade; or 
‘‘(B) impose any material anticompetitive burden on 
trading or clearing. 
‘‘(12) CONFLICTS OF INTEREST.—The swap execution facility 
shall— 
‘‘(A) establish and enforce rules to minimize conflicts 
of interest in its decision-making process; and 
‘‘(B) establish a process for resolving the conflicts of 
interest. 
‘‘(13) FINANCIAL RESOURCES.— 
‘‘(A) IN GENERAL.—The swap execution facility shall 
have adequate financial, operational, and managerial 
resources to discharge each responsibility of the swap 
execution facility. 
‘‘(B DETERMINATION
OF
RESOURCE
ADEQUACY.—The 
financial resources of a swap execution facility shall be 
considered to be adequate if the value of the financial 
resources exceeds the total amount that would enable the 
swap execution facility to cover the operating costs of the 
swap execution facility for a 1-year period, as calculated 
on a rolling basis. 
‘‘(14) SYSTEM
SAFEGUARDS.—The swap execution facility 
shall— 
‘‘(A) establish and maintain a program of risk analysis 
and oversight to identify and minimize sources of oper-
ational risk, through the development of appropriate con-
trols and procedures, and automated systems, that— 
‘‘(i) are reliable and secure; and 
‘‘(ii) have adequate scalable capacity; 
‘‘(B) establish and maintain emergency procedures, 
backup facilities, and a plan for disaster recovery that 
allow for— 
‘‘(i) the timely recovery and resumption of oper-
ations; and 
‘‘(ii) the fulfillment of the responsibilities and 
obligations of the swap execution facility; and 
‘‘(C) periodically conduct tests to verify that the backup 
resources of the swap execution facility are sufficient to 
ensure continued— 
‘‘(i) order processing and trade matching; 
‘‘(ii) price reporting; 
‘‘(iii) market surveillance and 
‘‘(iv) maintenance of a comprehensive and accurate 
audit trail. 
‘‘(15) DESIGNATION OF CHIEF COMPLIANCE OFFICER.— 
‘‘(A) IN GENERAL.—Each swap execution facility shall 
designate an individual to serve as a chief compliance 
officer. 
Time period. 
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124 STAT. 1717 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(B) DUTIES.—The chief compliance officer shall— 
‘‘(i) report directly to the board or to the senior 
officer of the facility; 
‘‘(ii) review compliance with the core principles 
in this subsection; 
‘‘(iii) in consultation with the board of the facility, 
a body performing a function similar to that of a board, 
or the senior officer of the facility, resolve any conflicts 
of interest that may arise; 
‘‘(iv) be responsible for establishing and admin-
istering the policies and procedures required to be 
established pursuant to this section; 
‘‘(v) ensure compliance with this Act and the rules 
and regulations issued under this Act, including rules 
prescribed by the Commission pursuant to this section; 
and 
‘‘(vi) establish procedures for the remediation of 
noncompliance issues found during compliance office 
reviews, look backs, internal or external audit findings, 
self-reported errors, or through validated complaints. 
‘‘(C) REQUIREMENTS FOR PROCEDURES.—In establishing 
procedures under subparagraph (B)(vi), the chief compli-
ance officer shall design the procedures to establish the 
handling, management response, remediation, retesting, 
and closing of noncompliance issues. 
‘‘(D) ANNUAL REPORTS.— 
‘‘(i) IN GENERAL.—In accordance with rules pre-
scribed by the Commission, the chief compliance officer 
shall annually prepare and sign a report that contains 
a description of— 
‘‘(I) the compliance of the swap execution 
facility with this Act; and 
‘‘(II) the policies and procedures, including the 
code of ethics and conflict of interest policies, of 
the swap execution facility. 
‘‘(ii) REQUIREMENTS.—The chief compliance officer 
shall— 
‘‘(I) submit each report described in clause 
(i) with the appropriate financial report of the 
swap execution facility that is required to be sub-
mitted to the Commission pursuant to this section; 
and 
‘‘(II) include in the report a certification that, 
under penalty of law, the report is accurate and 
complete. 
‘‘(g) EXEMPTIONS.—The Commission may exempt, conditionally 
or unconditionally, a swap execution facility from registration under 
this section if the Commission finds that the facility is subject 
to comparable, comprehensive supervision and regulation on a 
consolidated basis by the Securities and Exchange Commission, 
a prudential regulator, or the appropriate governmental authorities 
in the home country of the facility. 
‘‘(h) RULES.—The Commission shall prescribe rules governing 
the regulation of alternative swap execution facilities under this 
section.’’. 
Certification. 
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124 STAT. 1718 
PUBLIC LAW 111–203—JULY 21, 2010 
SEC. 734. DERIVATIVES TRANSACTION EXECUTION FACILITIES AND 
EXEMPT BOARDS OF TRADE. 
(a) IN
GENERAL.—Sections 5a and 5d of the Commodity 
Exchange Act (7 U.S.C. 7a, 7a–3) are repealed. 
(b) CONFORMING AMENDMENTS.— 
(1) Section 2 of the Commodity Exchange Act (7 U.S.C. 
2) is amended— 
(A) in subsection (a)(1)(A), in the first sentence, by 
striking ‘‘or 5a’’; and 
(B) in paragraph (2) of subsection (g) (as redesignated 
by section 723(a)(1)(B)), by striking ‘‘section 5a of this 
Act’’ and all that follows through ‘‘5d of this Act’’ and 
inserting ‘‘section 5b of this Act’’. 
(2) Section 6(g)(1)(A) of the Securities Exchange Act of 
1934 (15 U.S.C. 78f(g)(1)(A)) is amended— 
(A) by striking ‘‘that—’’ and all that follows through 
‘‘(i) has been designated’’ and inserting ‘‘that has been 
designated’’; 
(B) by striking ‘‘; or’’ and inserting ‘‘; and’’ and 
(C) by striking clause (ii). 
(c) ABILITY TO PETITION COMMISSION.— 
(1) IN GENERAL.—Prior to the final effective dates in this 
title, a person may petition the Commodity Futures Trading 
Commission to remain subject to the provisions of section 5d 
of the Commodity Exchange Act, as such provisions existed 
prior to the effective date of this subtitle. 
(2) CONSIDERATION OF PETITION.—The Commodity Futures 
Trading Commission shall consider any petition submitted 
under paragraph (1) in a prompt manner and may allow a 
person to continue operating subject to the provisions of section 
5d of the Commodity Exchange Act for up to 1 year after 
the effective date of this subtitle. 
SEC. 735. DESIGNATED CONTRACT MARKETS. 
(a) CRITERIA FOR DESIGNATION.—Section 5 of the Commodity 
Exchange Act (7 U.S.C. 7) is amended by striking subsection (b). 
(b) CORE PRINCIPLES FOR CONTRACT MARKETS.—Section 5 of 
the Commodity Exchange Act (7 U.S.C. 7) is amended by striking 
subsection (d) and inserting the following: 
‘‘(d) CORE PRINCIPLES FOR CONTRACT MARKETS.— 
‘‘(1) DESIGNATION AS CONTRACT MARKET.— 
‘‘(A) IN GENERAL.—To be designated, and maintain a 
designation, as a contract market, a board of trade shall 
comply with— 
‘‘(i) any core principle described in this subsection; 
and 
‘‘(ii) any requirement that the Commission may 
impose by rule or regulation pursuant to section 8a(5). 
‘‘(B) REASONABLE DISCRETION OF CONTRACT MARKET.— 
Unless otherwise determined by the Commission by rule 
or regulation, a board of trade described in subparagraph 
(A) shall have reasonable discretion in establishing the 
manner in which the board of trade complies with the 
core principles described in this subsection. 
‘‘(2) COMPLIANCE WITH RULES.— 
Regulations. 
Procedures. 
7 USC 7a–3 note. 
Repeal. 
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124 STAT. 1719 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(A) IN GENERAL.—The board of trade shall establish, 
monitor, and enforce compliance with the rules of the con-
tract market, including— 
‘‘(i) access requirements; 
‘‘(ii) the terms and conditions of any contracts to 
be traded on the contract market; and 
‘‘(iii) rules prohibiting abusive trade practices on 
the contract market. 
‘‘(B) CAPACITY OF CONTRACT MARKET.—The board of 
trade shall have the capacity to detect, investigate, and 
apply appropriate sanctions to any person that violates 
any rule of the contract market. 
‘‘(C) REQUIREMENT OF RULES.—The rules of the contract 
market shall provide the board of trade with the ability 
and authority to obtain any necessary information to per-
form any function described in this subsection, including 
the capacity to carry out such international information- 
sharing agreements as the Commission may require. 
‘‘(3) CONTRACTS NOT READILY SUBJECT TO MANIPULATION.— 
The board of trade shall list on the contract market only con-
tracts that are not readily susceptible to manipulation. 
‘‘(4) PREVENTION OF MARKET DISRUPTION.—The board of 
trade shall have the capacity and responsibility to prevent 
manipulation, price distortion, and disruptions of the delivery 
or cash-settlement process through market surveillance, compli-
ance, and enforcement practices and procedures, including— 
‘‘(A) methods for conducting real-time monitoring of 
trading; and 
‘‘(B) comprehensive and accurate trade reconstructions. 
‘‘(5) POSITION LIMITATIONS OR ACCOUNTABILITY.— 
‘‘(A) IN GENERAL.—To reduce the potential threat of 
market manipulation or congestion (especially during 
trading in the delivery month), the board of trade shall 
adopt for each contract of the board of trade, as is necessary 
and appropriate, position limitations or position account-
ability for speculators. 
‘‘(B) MAXIMUM ALLOWABLE POSITION LIMITATION.—For 
any contract that is subject to a position limitation estab-
lished by the Commission pursuant to section 4a(a), the 
board of trade shall set the position limitation of the board 
of trade at a level not higher than the position limitation 
established by the Commission. 
‘‘(6) EMERGENCY AUTHORITY.—The board of trade, in con-
sultation or cooperation with the Commission, shall adopt rules 
to provide for the exercise of emergency authority, as is nec-
essary and appropriate, including the authority— 
‘‘(A) to liquidate or transfer open positions in any con-
tract; 
‘‘(B) to suspend or curtail trading in any contract; 
and 
‘‘(C) to require market participants in any contract 
to meet special margin requirements. 
‘‘(7) AVAILABILITY OF GENERAL INFORMATION.—The board 
of trade shall make available to market authorities, market 
participants, and the public accurate information concerning— 
‘‘(A) the terms and conditions of the contracts of the 
contract market; and 
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124 STAT. 1720 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(B)(i) the rules, regulations, and mechanisms for exe-
cuting transactions on or through the facilities of the con-
tract market; and 
‘‘(ii) the rules and specifications describing the oper-
ation of the contract market’s— 
‘‘(I) electronic matching platform; or 
‘‘(II) trade execution facility. 
‘‘(8) DAILY
PUBLICATION
OF
TRADING
INFORMATION.—The 
board of trade shall make public daily information on settle-
ment prices, volume, open interest, and opening and closing 
ranges for actively traded contracts on the contract market. 
‘‘(9) EXECUTION OF TRANSACTIONS.— 
‘‘(A) IN GENERAL.—The board of trade shall provide 
a competitive, open, and efficient market and mechanism 
for executing transactions that protects the price discovery 
process of trading in the centralized market of the board 
of trade. 
‘‘(B) RULES.—The rules of the board of trade may 
authorize, for bona fide business purposes— 
‘‘(i) transfer trades or office trades; 
‘‘(ii) an exchange of— 
‘‘(I) futures in connection with a cash com-
modity transaction; 
‘‘(II) futures for cash commodities; or 
‘‘(III) futures for swaps; or 
‘‘(iii) a futures commission merchant, acting as 
principal or agent, to enter into or confirm the execu-
tion of a contract for the purchase or sale of a com-
modity for future delivery if the contract is reported, 
recorded, or cleared in accordance with the rules of 
the contract market or a derivatives clearing organiza-
tion. 
‘‘(10) TRADE INFORMATION.—The board of trade shall main-
tain rules and procedures to provide for the recording and 
safe storage of all identifying trade information in a manner 
that enables the contract market to use the information— 
‘‘(A) to assist in the prevention of customer and market 
abuses; and 
‘‘(B) to provide evidence of any violations of the rules 
of the contract market. 
‘‘(11) FINANCIAL INTEGRITY OF TRANSACTIONS.—The board 
of trade shall establish and enforce— 
‘‘(A) rules and procedures for ensuring the financial 
integrity of transactions entered into on or through the 
facilities of the contract market (including the clearance 
and settlement of the transactions with a derivatives 
clearing organization); and 
‘‘(B) rules to ensure— 
‘‘(i) the financial integrity of any— 
‘‘(I) futures commission merchant; and 
‘‘(II) introducing broker; and 
‘‘(ii) the protection of customer funds. 
‘‘(12) PROTECTION
OF
MARKETS
AND
MARKET
PARTICI-
PANTS.—The board of trade shall establish and enforce rules— 
Records. 
Public 
information. 
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124 STAT. 1721 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(A) to protect markets and market participants from 
abusive practices committed by any party, including abu-
sive practices committed by a party acting as an agent 
for a participant; and 
‘‘(B) to promote fair and equitable trading on the con-
tract market. 
‘‘(13) DISCIPLINARY PROCEDURES.—The board of trade shall 
establish and enforce disciplinary procedures that authorize 
the board of trade to discipline, suspend, or expel members 
or market participants that violate the rules of the board of 
trade, or similar methods for performing the same functions, 
including delegation of the functions to third parties. 
‘‘(14) DISPUTE RESOLUTION.—The board of trade shall estab-
lish and enforce rules regarding, and provide facilities for alter-
native dispute resolution as appropriate for, market partici-
pants and any market intermediaries. 
‘‘(15) GOVERNANCE FITNESS STANDARDS.—The board of trade 
shall establish and enforce appropriate fitness standards for 
directors, members of any disciplinary committee, members 
of the contract market, and any other person with direct access 
to the facility (including any party affiliated with any person 
described in this paragraph). 
‘‘(16) CONFLICTS OF INTEREST.—The board of trade shall 
establish and enforce rules— 
‘‘(A) to minimize conflicts of interest in the decision- 
making process of the contract market; and 
‘‘(B) to establish a process for resolving conflicts of 
interest described in subparagraph (A). 
‘‘(17) COMPOSITION OF GOVERNING BOARDS OF CONTRACT 
MARKETS.—The governance arrangements of the board of trade 
shall be designed to permit consideration of the views of market 
participants. 
‘‘(18) RECORDKEEPING.—The board of trade shall maintain 
records of all activities relating to the business of the contract 
market— 
‘‘(A) in a form and manner that is acceptable to the 
Commission; and 
‘‘(B) for a period of at least 5 years. 
‘‘(19) ANTITRUST
CONSIDERATIONS.—Unless necessary or 
appropriate to achieve the purposes of this Act, the board 
of trade shall not— 
‘‘(A) adopt any rule or taking any action that results 
in any unreasonable restraint of trade; or 
‘‘(B) impose any material anticompetitive burden on 
trading on the contract market. 
‘‘(20) SYSTEM SAFEGUARDS.—The board of trade shall— 
‘‘(A) establish and maintain a program of risk analysis 
and oversight to identify and minimize sources of oper-
ational risk, through the development of appropriate con-
trols and procedures, and the development of automated 
systems, that are reliable, secure, and have adequate scal-
able capacity; 
‘‘(B) establish and maintain emergency procedures, 
backup facilities, and a plan for disaster recovery that 
allow for the timely recovery and resumption of operations 
and the fulfillment of the responsibilities and obligations 
of the board of trade; and 
Time period. 
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124 STAT. 1722 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(C) periodically conduct tests to verify that backup 
resources are sufficient to ensure continued order proc-
essing and trade matching, price reporting, market surveil-
lance, and maintenance of a comprehensive and accurate 
audit trail. 
‘‘(21) FINANCIAL RESOURCES.— 
‘‘(A) IN GENERAL.—The board of trade shall have ade-
quate financial, operational, and managerial resources to 
discharge each responsibility of the board of trade. 
‘‘(B) DETERMINATION
OF
ADEQUACY.—The financial 
resources of the board of trade shall be considered to be 
adequate if the value of the financial resources exceeds 
the total amount that would enable the contract market 
to cover the operating costs of the contract market for 
a 1-year period, as calculated on a rolling basis. 
‘‘(22) DIVERSITY OF BOARD OF DIRECTORS.—The board of 
trade, if a publicly traded company, shall endeavor to recruit 
individuals to serve on the board of directors and the other 
decision-making bodies (as determined by the Commission) of 
the board of trade from among, and to have the composition 
of the bodies reflect, a broad and culturally diverse pool of 
qualified candidates. 
‘‘(23) SECURITIES AND EXCHANGE COMMISSION.—The board 
of trade shall keep any such records relating to swaps defined 
in section 1a(47)(A)(v) open to inspection and examination by 
the Securities and Exchange Commission.’’. 
SEC. 736. MARGIN. 
Section 8a(7) of the Commodity Exchange Act (7 U.S.C. 12a(7)) 
is amended— 
(1) in subparagraph (C), by striking ‘‘, excepting the setting 
of levels of margin’’; 
(2) by redesignating subparagraphs (D) through (F) as sub-
paragraphs (E) through (G), respectively; and 
(3) by inserting after subparagraph (C) the following: 
‘‘(D) margin requirements, provided that the rules, 
regulations, or orders shall— 
‘‘(i) be limited to protecting the financial integrity 
of the derivatives clearing organization; 
‘‘(ii) be designed for risk management purposes 
to protect the financial integrity of transactions; and 
‘‘(iii) not set specific margin amounts;’’. 
SEC. 737. POSITION LIMITS. 
(a) AGGREGATE POSITION LIMITS.—Section 4a(a) of the Com-
modity Exchange Act (7 U.S.C. 6a(a)) is amended— 
(1) by inserting after ‘‘(a)’’ the following: 
‘‘(1) IN GENERAL.—’’; 
(2) in the first sentence, by striking ‘‘on electronic trading 
facilities with respect to a significant price discovery contract’’ 
and inserting ‘‘swaps that perform or affect a significant price 
discovery function with respect to registered entities’’; 
(3) in the second sentence— 
(A) by inserting ‘‘, including any group or class of 
traders,’’ after ‘‘held by any person’’; and 
(B) by striking ‘‘on an electronic trading facility with 
respect to a significant price discovery contract,’’ and 
inserting ‘‘swaps traded on or subject to the rules of a 
Records. 
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124 STAT. 1723 
PUBLIC LAW 111–203—JULY 21, 2010 
designated contract market or a swap execution facility, 
or swaps not traded on or subject to the rules of a des-
ignated contract market or a swap execution facility that 
performs a significant price discovery function with respect 
to a registered entity,’’; and 
(4) by adding at the end the following: 
‘‘(2) ESTABLISHMENT OF LIMITATIONS.— 
‘‘(A) IN GENERAL.—In accordance with the standards 
set forth in paragraph (1) of this subsection and consistent 
with the good faith exception cited in subsection (b)(2), 
with respect to physical commodities other than excluded 
commodities as defined by the Commission, the Commis-
sion shall by rule, regulation, or order establish limits 
on the amount of positions, as appropriate, other than 
bona fide hedge positions, that may be held by any person 
with respect to contracts of sale for future delivery or 
with respect to options on the contracts or commodities 
traded on or subject to the rules of a designated contract 
market. 
‘‘(B) TIMING.— 
‘‘(i) EXEMPT COMMODITIES.—For exempt commod-
ities, the limits required under subparagraph (A) shall 
be established within 180 days after the date of the 
enactment of this paragraph. 
‘‘(ii) AGRICULTURAL
COMMODITIES.—For agricul-
tural commodities, the limits required under subpara-
graph (A) shall be established within 270 days after 
the date of the enactment of this paragraph. 
‘‘(C) GOAL.—In establishing the limits required under 
subparagraph (A), the Commission shall strive to ensure 
that trading on foreign boards of trade in the same com-
modity will be subject to comparable limits and that any 
limits to be imposed by the Commission will not cause 
price discovery in the commodity to shift to trading on 
the foreign boards of trade. 
‘‘(3) SPECIFIC
LIMITATIONS.—In establishing the limits 
required in paragraph (2), the Commission, as appropriate, 
shall set limits— 
‘‘(A) on the number of positions that may be held 
by any person for the spot month, each other month, and 
the aggregate number of positions that may be held by 
any person for all months; and 
‘‘(B) to the maximum extent practicable, in its discre-
tion— 
‘‘(i) to diminish, eliminate, or prevent excessive 
speculation as described under this section; 
‘‘(ii) to deter and prevent market manipulation, 
squeezes, and corners; 
‘‘(iii) to ensure sufficient market liquidity for bona 
fide hedgers; and 
‘‘(iv) to ensure that the price discovery function 
of the underlying market is not disrupted. 
‘‘(4) SIGNIFICANT PRICE DISCOVERY FUNCTION.—In making 
a determination whether a swap performs or affects a signifi-
cant price discovery function with respect to regulated markets, 
the Commission shall consider, as appropriate: 
Regulations. 
Contracts. 
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124 STAT. 1724 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(A) PRICE LINKAGE.—The extent to which the swap 
uses or otherwise relies on a daily or final settlement 
price, or other major price parameter, of another contract 
traded on a regulated market based upon the same under-
lying commodity, to value a position, transfer or convert 
a position, financially settle a position, or close out a posi-
tion. 
‘‘(B) ARBITRAGE.—The extent to which the price for 
the swap is sufficiently related to the price of another 
contract traded on a regulated market based upon the 
same underlying commodity so as to permit market partici-
pants to effectively arbitrage between the markets by 
simultaneously maintaining positions or executing trades 
in the swaps on a frequent and recurring basis. 
‘‘(C) MATERIAL
PRICE
REFERENCE.—The extent to 
which, on a frequent and recurring basis, bids, offers, or 
transactions in a contract traded on a regulated market 
are directly based on, or are determined by referencing, 
the price generated by the swap. 
‘‘(D) MATERIAL LIQUIDITY.—The extent to which the 
volume of swaps being traded in the commodity is sufficient 
to have a material effect on another contract traded on 
a regulated market. 
‘‘(E) OTHER MATERIAL FACTORS.—Such other material 
factors as the Commission specifies by rule or regulation 
as relevant to determine whether a swap serves a signifi-
cant price discovery function with respect to a regulated 
market. 
‘‘(5) ECONOMICALLY EQUIVALENT CONTRACTS.— 
‘‘(A) Notwithstanding any other provision of this sec-
tion, the Commission shall establish limits on the amount 
of positions, including aggregate position limits, as appro-
priate, other than bona fide hedge positions, that may 
be held by any person with respect to swaps that are 
economically equivalent to contracts of sale for future 
delivery or to options on the contracts or commodities 
traded on or subject to the rules of a designated contract 
market subject to paragraph (2). 
‘‘(B) In establishing limits pursuant to subparagraph 
(A), the Commission shall— 
‘‘(i) develop the limits concurrently with limits 
established under paragraph (2), and the limits shall 
have similar requirements as under paragraph (3)(B); 
and 
‘‘(ii) establish the limits simultaneously with limits 
established under paragraph (2). 
‘‘(6) AGGREGATE POSITION LIMITS.—The Commission shall, 
by rule or regulation, establish limits (including related hedge 
exemption provisions) on the aggregate number or amount of 
positions in contracts based upon the same underlying com-
modity (as defined by the Commission) that may be held by 
any person, including any group or class of traders, for each 
month across— 
‘‘(A) contracts listed by designated contract markets; 
‘‘(B) with respect to an agreement contract, or trans-
action that settles against any price (including the daily 
or final settlement price) of 1 or more contracts listed 
Contracts. 
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124 STAT. 1725 
PUBLIC LAW 111–203—JULY 21, 2010 
for trading on a registered entity, contracts traded on a 
foreign board of trade that provides members or other 
participants located in the United States with direct access 
to its electronic trading and order matching system; and 
‘‘(C) swap contracts that perform or affect a significant 
price discovery function with respect to regulated entities. 
‘‘(7) EXEMPTIONS.—The Commission, by rule, regulation, 
or order, may exempt, conditionally or unconditionally, any 
person or class of persons, any swap or class of swaps, any 
contract of sale of a commodity for future delivery or class 
of such contracts, any option or class of options, or any trans-
action or class of transactions from any requirement it may 
establish under this section with respect to position limits.’’. 
(b) CONFORMING AMENDMENTS.—Section 4a(b) of the Com-
modity Exchange Act (7 U.S.C. 6a(b)) is amended— 
(1) in paragraph (1), by striking ‘‘or derivatives transaction 
execution facility or facilities or electronic trading facility’’ and 
inserting ‘‘or swap execution facility or facilities’’; and 
(2) in paragraph (2), by striking ‘‘or derivatives transaction 
execution facility or facilities or electronic trading facility’’ and 
inserting ‘‘or swap execution facility’’. 
(c) BONA FIDE HEDGING TRANSACTION.—Section 4a(c) of the 
Commodity Exchange Act is amended— 
(1) by inserting ‘‘(1)’’ after ‘‘(c)’’; and 
(2) by adding at the end the following: 
‘‘(2) For the purposes of implementation of subsection (a)(2) 
for contracts of sale for future delivery or options on the con-
tracts or commodities, the Commission shall define what con-
stitutes a bona fide hedging transaction or position as a trans-
action or position that— 
‘‘(A)(i) represents a substitute for transactions made 
or to be made or positions taken or to be taken at a 
later time in a physical marketing channel; 
‘‘(ii) is economically appropriate to the reduction of 
risks in the conduct and management of a commercial 
enterprise; and 
‘‘(iii) arises from the potential change in the value 
of— 
‘‘(I) assets that a person owns, produces, manufac-
tures, processes, or merchandises or anticipates 
owning, producing, manufacturing, processing, or mer-
chandising; 
‘‘(II) liabilities that a person owns or anticipates 
incurring; or 
‘‘(III) services that a person provides, purchases, 
or anticipates providing or purchasing; or 
‘‘(B) reduces risks attendant to a position resulting 
from a swap that— 
‘‘(i) was executed opposite a counterparty for which 
the transaction would qualify as a bona fide hedging 
transaction pursuant to subparagraph (A); or 
‘‘(ii) meets the requirements of subparagraph (A).’’. 
(d) EFFECTIVE DATE.—This section and the amendments made 
by this section shall become effective on the date of the enactment 
of this section. 
7 USC 6a note. 
Contracts. 
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124 STAT. 1726 
PUBLIC LAW 111–203—JULY 21, 2010 
SEC. 738. FOREIGN BOARDS OF TRADE. 
(a) IN GENERAL.—Section 4(b) of the Commodity Exchange Act 
(7 U.S.C. 6(b)) is amended— 
(1) in the first sentence, by striking ‘‘The Commission’’ 
and inserting the following: 
‘‘(2) PERSONS LOCATED IN THE UNITED STATES.— 
‘‘(A) IN GENERAL.—The Commission’’; 
(2) in the second sentence, by striking ‘‘Such rules and 
regulations’’ and inserting the following: 
‘‘(B) DIFFERENT REQUIREMENTS.—Rules and regulations 
described in subparagraph (A)’’; 
(3) in the third sentence— 
(A) by striking ‘‘No rule or regulation’’ and inserting 
the following: 
‘‘(C) PROHIBITION.—Except as provided in paragraphs 
(1) and (2), no rule or regulation’’; 
(B) by striking ‘‘that (1) requires’’ and inserting the 
following: ‘‘that— 
‘‘(i) requires’’; and 
(C) by striking ‘‘market, or (2) governs’’ and inserting 
the following: ‘‘market; or 
‘‘(ii) governs’’; and 
(4) by inserting before paragraph (2) (as designated by 
paragraph (1)) the following: 
‘‘(1) FOREIGN BOARDS OF TRADE.— 
‘‘(A) REGISTRATION.—The Commission may adopt rules 
and regulations requiring registration with the Commission 
for a foreign board of trade that provides the members 
of the foreign board of trade or other participants located 
in the United States with direct access to the electronic 
trading and order matching system of the foreign board 
of trade, including rules and regulations prescribing proce-
dures and requirements applicable to the registration of 
such foreign boards of trade. For purposes of this para-
graph, ‘direct access’ refers to an explicit grant of authority 
by a foreign board of trade to an identified member or 
other participant located in the United States to enter 
trades directly into the trade matching system of the for-
eign board of trade. In adopting such rules and regulations, 
the commission shall consider— 
‘‘(i) whether any such foreign board of trade is 
subject to comparable, comprehensive supervision and 
regulation by the appropriate governmental authorities 
in the foreign board of trade’s home country; and 
‘‘(ii) any previous commission findings that the 
foreign board of trade is subject to comparable com-
prehensive supervision and regulation by the appro-
priate government authorities in the foreign board of 
trade’s home country. 
‘‘(B) LINKED
CONTRACTS.—The Commission may not 
permit a foreign board of trade to provide to the members 
of the foreign board of trade or other participants located 
in the United States direct access to the electronic trading 
and order-matching system of the foreign board of trade 
with respect to an agreement, contract, or transaction that 
settles against any price (including the daily or final settle-
ment price) of 1 or more contracts listed for trading on 
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124 STAT. 1727 
PUBLIC LAW 111–203—JULY 21, 2010 
a registered entity, unless the Commission determines 
that— 
‘‘(i) the foreign board of trade makes public daily 
trading information regarding the agreement, contract, 
or transaction that is comparable to the daily trading 
information published by the registered entity for the 
1 or more contracts against which the agreement, con-
tract, or transaction traded on the foreign board of 
trade settles; and 
‘‘(ii) the foreign board of trade (or the foreign 
futures authority that oversees the foreign board of 
trade)— 
‘‘(I) adopts position limits (including related 
hedge exemption provisions) for the agreement, 
contract, or transaction that are comparable to 
the position limits (including related hedge exemp-
tion provisions) adopted by the registered entity 
for the 1 or more contracts against which the 
agreement, contract, or transaction traded on the 
foreign board of trade settles; 
‘‘(II) has the authority to require or direct 
market participants to limit, reduce, or liquidate 
any position the foreign board of trade (or the 
foreign futures authority that oversees the foreign 
board of trade) determines to be necessary to pre-
vent or reduce the threat of price manipulation, 
excessive speculation as described in section 4a, 
price distortion, or disruption of delivery or the 
cash settlement process; 
‘‘(III) agrees to promptly notify the Commis-
sion, with regard to the agreement, contract, or 
transaction 
that 
settles 
against 
any 
price 
(including the daily or final settlement price) of 
1 or more contracts listed for trading on a reg-
istered entity, of any change regarding— 
‘‘(aa) the information that the foreign 
board of trade will make publicly available; 
‘‘(bb) the position limits that the foreign 
board of trade or foreign futures authority will 
adopt and enforce; 
‘‘(cc) the position reductions required to 
prevent manipulation, excessive speculation as 
described in section 4a, price distortion, or 
disruption of delivery or the cash settlement 
process; and 
‘‘(dd) any other area of interest expressed 
by the Commission to the foreign board of 
trade or foreign futures authority; 
‘‘(IV) provides information to the Commission 
regarding large trader positions in the agreement, 
contract, or transaction that is comparable to the 
large trader position information collected by the 
Commission for the 1 or more contracts against 
which the agreement, contract, or transaction 
traded on the foreign board of trade settles; and 
‘‘(V) provides the Commission such informa-
tion as is necessary to publish reports on aggregate 
Reports. 
Public 
information. 
Notification. 
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124 STAT. 1728 
PUBLIC LAW 111–203—JULY 21, 2010 
trader positions for the agreement, contract, or 
transaction traded on the foreign board of trade 
that are comparable to such reports on aggregate 
trader positions for the 1 or more contracts against 
which the agreement, contract, or transaction 
traded on the foreign board of trade settles. 
‘‘(C) EXISTING FOREIGN BOARDS OF TRADE.—Subpara-
graphs (A) and (B) shall not be effective with respect to 
any foreign board of trade to which, prior to the date 
of enactment of this paragraph, the Commission granted 
direct access permission until the date that is 180 days 
after that date of enactment.’’. 
(b) LIABILITY OF REGISTERED PERSONS TRADING ON A FOREIGN 
BOARD OF TRADE.—Section 4 of the Commodity Exchange Act (7 
U.S.C. 6) is amended— 
(1) in subsection (a), in the matter preceding paragraph 
(1), by inserting ‘‘or by subsection (e)’’ after ‘‘Unless exempted 
by the Commission pursuant to subsection (c)’’; and 
(2) by adding at the end the following: 
‘‘(e) LIABILITY OF REGISTERED PERSONS TRADING ON A FOREIGN 
BOARD OF TRADE.— 
‘‘(1) IN GENERAL.—A person registered with the Commis-
sion, or exempt from registration by the Commission, under 
this Act may not be found to have violated subsection (a) 
with respect to a transaction in, or in connection with, a con-
tract of sale of a commodity for future delivery if the person— 
‘‘(A) has reason to believe that the transaction and 
the contract is made on or subject to the rules of a foreign 
board of trade that is— 
‘‘(i) legally organized under the laws of a foreign 
country; 
‘‘(ii) authorized to act as a board of trade by a 
foreign futures authority; and 
‘‘(iii) subject to regulation by the foreign futures 
authority; and 
‘‘(B) has not been determined by the Commission to 
be operating in violation of subsection (a). 
‘‘(2) RULE OF CONSTRUCTION.—Nothing in this subsection 
shall be construed as implying or creating any presumption 
that a board of trade, exchange, or market is located outside 
the United States, or its territories or possessions, for purposes 
of subsection (a).’’. 
(c) CONTRACT
ENFORCEMENT
FOR
FOREIGN
FUTURES
CON-
TRACTS.—Section 22(a) of the Commodity Exchange Act (7 U.S.C. 
25(a)) (as amended by section 739) is amended by adding at the 
end the following: 
‘‘(6) CONTRACT ENFORCEMENT
FOR FOREIGN FUTURES CON-
TRACTS.—A contract of sale of a commodity for future delivery 
traded or executed on or through the facilities of a board of trade, 
exchange, or market located outside the United States for purposes 
of section 4(a) shall not be void, voidable, or unenforceable, and 
a party to such a contract shall not be entitled to rescind or 
recover any payment made with respect to the contract, based 
on the failure of the foreign board of trade to comply with any 
provision of this Act.’’. 
Effective date. 
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124 STAT. 1729 
PUBLIC LAW 111–203—JULY 21, 2010 
SEC. 739. LEGAL CERTAINTY FOR SWAPS. 
Section 22(a) of the Commodity Exchange Act (7 U.S.C. 25(a)) 
is amended by striking paragraph (4) and inserting the following: 
‘‘(4) CONTRACT ENFORCEMENT BETWEEN ELIGIBLE COUNTERPAR-
TIES.— 
‘‘(A) IN
GENERAL.—No hybrid instrument sold to any 
investor shall be void, voidable, or unenforceable, and no party 
to a hybrid instrument shall be entitled to rescind, or recover 
any payment made with respect to, the hybrid instrument 
under this section or any other provision of Federal or State 
law, based solely on the failure of the hybrid instrument to 
comply with the terms or conditions of section 2(f) or regulations 
of the Commission. 
‘‘(B) SWAPS.—No agreement, contract, or transaction 
between eligible contract participants or persons reasonably 
believed to be eligible contract participants shall be void, void-
able, or unenforceable, and no party to such agreement, con-
tract, or transaction shall be entitled to rescind, or recover 
any payment made with respect to, the agreement, contract, 
or transaction under this section or any other provision of 
Federal or State law, based solely on the failure of the agree-
ment, contract, or transaction— 
‘‘(i) to meet the definition of a swap under section 
1a; or 
‘‘(ii) to be cleared in accordance with section 2(h)(1). 
‘‘(5) LEGAL CERTAINTY FOR LONG-TERM SWAPS ENTERED INTO 
BEFORE THE DATE OF ENACTMENT OF THE WALL STREET TRANS-
PARENCY AND ACCOUNTABILITY ACT OF 2010.— 
‘‘(A) EFFECT
ON
SWAPS.—Unless specifically reserved in 
the applicable swap, neither the enactment of the Wall Street 
Transparency and Accountability Act of 2010, nor any require-
ment under that Act or an amendment made by that Act, 
shall constitute a termination event, force majeure, illegality, 
increased costs, regulatory change, or similar event under a 
swap (including any related credit support arrangement) that 
would permit a party to terminate, renegotiate, modify, amend, 
or supplement 1 or more transactions under the swap. 
‘‘(B) POSITION LIMITS.—Any position limit established under 
the Wall Street Transparency and Accountability Act of 2010 
shall not apply to a position acquired in good faith prior to 
the effective date of any rule, regulation, or order under the 
Act that establishes the position limit; provided, however, that 
such positions shall be attributed to the trader if the trader’s 
position is increased after the effective date of such position 
limit rule, regulation, or order.’’. 
SEC. 740. MULTILATERAL CLEARING ORGANIZATIONS. 
Sections 408 and 409 of the Federal Deposit Insurance Corpora-
tion Improvement Act of 1991 (12 U.S.C. 4421, 4422) are repealed. 
SEC. 741. ENFORCEMENT. 
(a) ENFORCEMENT AUTHORITY.—The Commodity Exchange Act 
is amended by inserting after section 4b (7 U.S.C. 6b) the following: 
‘‘SEC. 4b–1. ENFORCEMENT AUTHORITY. 
‘‘(a) COMMODITY FUTURES TRADING COMMISSION.—Except as 
provided in subsections (b), (c), and (d), the Commission shall have 
exclusive authority to enforce the provisions of subtitle A of the 
7 USC 6b–1. 
Repeal. 
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124 STAT. 1730 
PUBLIC LAW 111–203—JULY 21, 2010 
Wall Street Transparency and Accountability Act of 2010 with 
respect to any person. 
‘‘(b) PRUDENTIAL REGULATORS.—The prudential regulators shall 
have exclusive authority to enforce the provisions of section 4s(e) 
with respect to swap dealers or major swap participants for which 
they are the prudential regulator. 
‘‘(c) REFERRALS.— 
‘‘(1) PRUDENTIAL REGULATORS.—If the prudential regulator 
for a swap dealer or major swap participant has cause to 
believe that the swap dealer or major swap participant, or 
any affiliate or division of the swap dealer or major swap 
participant, may have engaged in conduct that constitutes a 
violation of the nonprudential requirements of this Act 
(including section 4s or rules adopted by the Commission under 
that section), the prudential regulator may promptly notify 
the Commission in a written report that includes— 
‘‘(A) a request that the Commission initiate an enforce-
ment proceeding under this Act; and 
‘‘(B) an explanation of the facts and circumstances 
that led to the preparation of the written report. 
‘‘(2) COMMISSION.—If the Commission has cause to believe 
that a swap dealer or major swap participant that has a pruden-
tial regulator may have engaged in conduct that constitutes 
a violation of any prudential requirement of section 4s or rules 
adopted by the Commission under that section, the Commission 
may notify the prudential regulator of the conduct in a written 
report that includes— 
‘‘(A) a request that the prudential regulator initiate 
an enforcement proceeding under this Act or any other 
Federal law (including regulations); and 
‘‘(B) an explanation of the concerns of the Commission, 
and a description of the facts and circumstances, that led 
to the preparation of the written report. 
‘‘(d) BACKSTOP ENFORCEMENT AUTHORITY.— 
‘‘(1) INITIATION OF ENFORCEMENT PROCEEDING BY PRUDEN-
TIAL
REGULATOR.—If the Commission does not initiate an 
enforcement proceeding before the end of the 90-day period 
beginning on the date on which the Commission receives a 
written report under subsection (c)(1), the prudential regulator 
may initiate an enforcement proceeding. 
‘‘(2) INITIATION OF ENFORCEMENT PROCEEDING BY COMMIS-
SION.—If the prudential regulator does not initiate an enforce-
ment proceeding before the end of the 90-day period beginning 
on the date on which the prudential regulator receives a written 
report under subsection (c)(2), the Commission may initiate 
an enforcement proceeding.’’. 
(b) CONFORMING AMENDMENTS.— 
(1) Section 4b of the Commodity Exchange Act (7 U.S.C. 
6b) is amended— 
(A) in subsection (a)(2), by striking ‘‘or other agree-
ment, contract, or transaction subject to paragraphs (1) 
and (2) of section 5a(g),’’ and inserting ‘‘or swap,’’; 
(B) in subsection (b), by striking ‘‘or other agreement, 
contract or transaction subject to paragraphs (1) and (2) 
of section 5a(g),’’ and inserting ‘‘or swap,’’; and 
(C) by adding at the end the following: 
Time period. 
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124 STAT. 1731 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(e) It shall be unlawful for any person, directly or indirectly, 
by the use of any means or instrumentality of interstate commerce, 
or of the mails, or of any facility of any registered entity, in 
or in connection with any order to make, or the making of, any 
contract of sale of any commodity for future delivery (or option 
on such a contract), or any swap, on a group or index of securities 
(or any interest therein or based on the value thereof)— 
‘‘(1) to employ any device, scheme, or artifice to defraud; 
‘‘(2) to make any untrue statement of a material fact or 
to omit to state a material fact necessary in order to make 
the statements made, in the light of the circumstances under 
which they were made, not misleading; or 
‘‘(3) to engage in any act, practice, or course of business 
which operates or would operate as a fraud or deceit upon 
any person.’’. 
(2) Section 4c(a)(1) of the Commodity Exchange Act (7 
U.S.C. 6c(a)(1)) is amended by inserting ‘‘or swap’’ before ‘‘if 
the transaction is used or may be used’’. 
(3) Section 6(c) of the Commodity Exchange Act (7 U.S.C. 
9) is amended in the first sentence by inserting ‘‘or of any 
swap,’’ before ‘‘or has willfully made’’. 
(4) Section 6(d) of the Commodity Exchange Act (7 U.S.C. 
13b) is amended in the first sentence, in the matter preceding 
the proviso, by inserting ‘‘or of any swap,’’ before ‘‘or otherwise 
is violating’’. 
(5) Section 6c(a) of the Commodity Exchange Act (7 U.S.C. 
13a–1(a)) is amended in the matter preceding the proviso by 
inserting ‘‘or any swap’’ after ‘‘commodity for future delivery’’. 
(6) Section 9 of the Commodity Exchange Act (7 U.S.C. 
13) is amended— 
(A) in subsection (a)— 
(i) in paragraph (2), by inserting ‘‘or of any swap,’’ 
before ‘‘or to corner’’; and 
(ii) in paragraph (4), by inserting ‘‘swap data 
repository,’’ before ‘‘or futures association’’ and 
(B) in subsection (e)(1)— 
(i) by inserting ‘‘swap data repository,’’ before ‘‘or 
registered futures association’’; and 
(ii) by inserting ‘‘, or swaps,’’ before ‘‘on the basis’’. 
(7) Section 9(a) of the Commodity Exchange Act (7 U.S.C. 
13(a)) is amended by adding at the end the following: 
‘‘(6) Any person to abuse the end user clearing exemption 
under section 2(h)(4), as determined by the Commission.’’. 
(8) Section 2(c)(2)(B) of the Commodity Exchange Act (7 
U.S.C. 2(c)(2)(B)) is amended— 
(A) by striking ‘‘(dd),’’ each place it appears; 
(B) in clause (iii), by inserting ‘‘, and accounts or pooled 
investment vehicles described in clause (vi),’’ before ‘‘shall 
be subject to’’; and 
(C) by adding at the end the following: 
‘‘(vi) This Act applies to, and the Commission shall 
have jurisdiction over, an account or pooled investment 
vehicle that is offered for the purpose of trading, or 
that trades, any agreement, contract, or transaction 
in foreign currency described in clause (i).’’. 
(9) Section 2(c)(2)(C) of the Commodity Exchange Act (7 
U.S.C. 2(c)(2)(C)) is amended— 
Applicability. 
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124 STAT. 1732 
PUBLIC LAW 111–203—JULY 21, 2010 
(A) by striking ‘‘(dd),’’ each place it appears; 
(B) in clause (ii)(I), by inserting ‘‘, and accounts or 
pooled investment vehicles described in clause (vii),’’ before 
‘‘shall be subject to’’; and 
(C) by adding at the end the following: 
‘‘(vii) This Act applies to, and the Commission 
shall have jurisdiction over, an account or pooled 
investment vehicle that is offered for the purpose of 
trading, or that trades, any agreement, contract, or 
transaction in foreign currency described in clause (i).’’. 
(10) Section 1a(19)(A)(iv)(II) of the Commodity Exchange 
Act (7 U.S.C. 1a(19)(A)(iv)(II)) (as redesignated by section 
721(a)(1)) is amended by inserting before the semicolon at the 
end the following: ‘‘provided, however, that for purposes of 
section 2(c)(2)(B)(vi) and section 2(c)(2)(C)(vii), the term ‘eligible 
contract participant’ shall not include a commodity pool in 
which any participant is not otherwise an eligible contract 
participant’’. 
(11) Section 6(e) of the Commodity Exchange Act (7 U.S.C. 
9a) is amended by adding at the end the following: 
‘‘(4) Any designated clearing organization that knowingly 
or recklessly evades or participates in or facilitates an evasion 
of the requirements of section 2(h) shall be liable for a civil 
money penalty in twice the amount otherwise available for 
a violation of section 2(h). 
‘‘(5) Any swap dealer or major swap participant that know-
ingly or recklessly evades or participates in or facilitates an 
evasion of the requirements of section 2(h) shall be liable for 
a civil money penalty in twice the amount otherwise available 
for a violation of section 2(h).’’. 
(c) SAVINGS CLAUSE.—Notwithstanding any other provision of 
this title, nothing in this subtitle shall be construed as divesting 
any appropriate Federal banking agency of any authority it may 
have to establish or enforce, with respect to a person for which 
such agency is the appropriate Federal banking agency, prudential 
or other standards pursuant to authority granted by Federal law 
other than this title. 
SEC. 742. RETAIL COMMODITY TRANSACTIONS. 
(a) IN GENERAL.—Section 2(c) of the Commodity Exchange Act 
(7 U.S.C. 2(c)) is amended— 
(1) in paragraph (1), by striking ‘‘5a (to the extent provided 
in section 5a(g)), 5b, 5d, or 12(e)(2)(B))’’ and inserting ‘‘, 5b, 
or 12(e)(2)(B))’’; and 
(2) in paragraph (2), by adding at the end the following: 
‘‘(D) RETAIL COMMODITY TRANSACTIONS.— 
‘‘(i) APPLICABILITY.—Except as provided in clause 
(ii), this subparagraph shall apply to any agreement, 
contract, or transaction in any commodity that is— 
‘‘(I) entered into with, or offered to (even if 
not entered into with), a person that is not an 
eligible contract participant or eligible commercial 
entity; and 
‘‘(II) entered into, or offered (even if not 
entered into), on a leveraged or margined basis, 
or financed by the offeror, the counterparty, or 
Contracts. 
15 USC 8324. 
Penalty. 
Penalty. 
Applicability. 
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124 STAT. 1733 
PUBLIC LAW 111–203—JULY 21, 2010 
a person acting in concert with the offeror or 
counterparty on a similar basis. 
‘‘(ii) EXCEPTIONS.—This subparagraph shall not 
apply to— 
‘‘(I) an agreement, contract, or transaction 
described in paragraph (1) or subparagraphs (A), 
(B), or (C), including any agreement, contract, or 
transaction specifically excluded from subpara-
graph (A), (B), or (C); 
‘‘(II) any security; 
‘‘(III) a contract of sale that— 
‘‘(aa) results in actual delivery within 28 
days or such other longer period as the 
Commission may determine by rule or regula-
tion based upon the typical commercial prac-
tice in cash or spot markets for the commodity 
involved; or 
‘‘(bb) creates an enforceable obligation to 
deliver between a seller and a buyer that have 
the ability to deliver and accept delivery, 
respectively, in connection with the line of 
business of the seller and buyer; or 
‘‘(IV) an agreement, contract, or transaction 
that is listed on a national securities exchange 
registered under section 6(a) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78f(a)); or 
‘‘(V) an identified banking product, as defined 
in section 402(b) of the Legal Certainty for Bank 
Products Act of 2000 (7 U.S.C.27(b)). 
‘‘(iii) ENFORCEMENT.—Sections 4(a), 4(b), and 4b 
apply to any agreement, contract, or transaction 
described in clause (i), as if the agreement, contract, 
or transaction was a contract of sale of a commodity 
for future delivery. 
‘‘(iv) ELIGIBLE COMMERCIAL ENTITY.—For purposes 
of this subparagraph, an agricultural producer, packer, 
or handler shall be considered to be an eligible commer-
cial entity for any agreement, contract, or transaction 
for a commodity in connection with the line of business 
of the agricultural producer, packer, or handler.’’. 
(b) GRAMM-LEACH-BLILEY ACT.—Section 206(a) of the Gramm- 
Leach-Bliley Act (Public Law 106–102; 15 U.S.C. 78c note) is 
amended, in the matter preceding paragraph (1), by striking ‘‘For 
purposes of’’ and inserting ‘‘Except as provided in subsection (e), 
for purposes of’’. 
(c) CONFORMING AMENDMENTS RELATING TO RETAIL FOREIGN 
EXCHANGE TRANSACTIONS.— 
(1) Section 2(c)(2)(B)(i)(II) of the Commodity Exchange Act 
(7 U.S.C. 2(c)(2)(B)(i)(II)) is amended— 
(A) in item (aa), by inserting ‘‘United States’’ before 
‘‘financial institution’’; 
(B) by striking items (dd) and (ff); 
(C) by redesignating items (ee) and (gg) as items (dd) 
and (ff), respectively; and 
(D) in item (dd) (as so redesignated), by striking the 
semicolon and inserting ‘‘; or’’. 
Applicability. 
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124 STAT. 1734 
PUBLIC LAW 111–203—JULY 21, 2010 
(2) Section 2(c)(2) of the Commodity Exchange Act (7 U.S.C. 
2(c)(2)) (as amended by subsection (a)(2)) is amended by adding 
at the end the following: 
‘‘(E) PROHIBITION.— 
‘‘(i) 
DEFINITION
OF
FEDERAL
REGULATORY 
AGENCY.—In this subparagraph, the term ‘Federal 
regulatory agency’ means— 
‘‘(I) the Commission; 
‘‘(II) the Securities and Exchange Commission; 
‘‘(III) an appropriate Federal banking agency; 
‘‘(IV) the National Credit Union Association; 
and 
‘‘(V) the Farm Credit Administration. 
‘‘(ii) PROHIBITION.— 
‘‘(I) IN GENERAL.—Except as provided in sub-
clause (II), a person described in subparagraph 
(B)(i)(II) for which there is a Federal regulatory 
agency shall not offer to, or enter into with, a 
person that is not an eligible contract participant, 
any agreement, contract, or transaction in foreign 
currency described in subparagraph (B)(i)(I) except 
pursuant to a rule or regulation of a Federal regu-
latory agency allowing the agreement, contract, 
or transaction under such terms and conditions 
as the Federal regulatory agency shall prescribe. 
‘‘(II) EFFECTIVE DATE.—With regard to persons 
described in subparagraph (B)(i)(II) for which a 
Federal regulatory agency has issued a proposed 
rule concerning agreements, contracts, or trans-
actions in foreign currency described in subpara-
graph (B)(i)(I) prior to the date of enactment of 
this subclause, subclause (I) shall take effect 90 
days after the date of enactment of this subclause. 
‘‘(iii) REQUIREMENTS OF RULES AND REGULATIONS.— 
‘‘(I) IN GENERAL.—The rules and regulations 
described in clause (ii) shall prescribe appropriate 
requirements with respect to— 
‘‘(aa) disclosure; 
‘‘(bb) recordkeeping; 
‘‘(cc) capital and margin; 
‘‘(dd) reporting; 
‘‘(ee) business conduct; 
‘‘(ff) documentation; and 
‘‘(gg) such other standards or require-
ments as the Federal regulatory agency shall 
determine to be necessary. 
‘‘(II) TREATMENT.—The rules or regulations 
described in clause (ii) shall treat all agreements, 
contracts, and transactions in foreign currency 
described in subparagraph (B)(i)(I), and all agree-
ments, contracts, and transactions in foreign cur-
rency that are functionally or economically similar 
to agreements, contracts, or transactions described 
in subparagraph (B)(i)(I), similarly.’’. 
Determination. 
Contracts. 
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124 STAT. 1735 
PUBLIC LAW 111–203—JULY 21, 2010 
SEC. 743. OTHER AUTHORITY. 
Unless otherwise provided by the amendments made by this 
subtitle, the amendments made by this subtitle do not divest any 
appropriate Federal banking agency, the Commodity Futures 
Trading Commission, the Securities and Exchange Commission, 
or other Federal or State agency of any authority derived from 
any other applicable law. 
SEC. 744. RESTITUTION REMEDIES. 
Section 6c(d) of the Commodity Exchange Act (7 U.S.C. 13a– 
1(d)) is amended by adding at the end the following: 
‘‘(3) EQUITABLE REMEDIES.—In any action brought under 
this section, the Commission may seek, and the court may 
impose, on a proper showing, on any person found in the 
action to have committed any violation, equitable remedies 
including— 
‘‘(A) restitution to persons who have sustained losses 
proximately caused by such violation (in the amount of 
such losses); and 
‘‘(B) disgorgement of gains received in connection with 
such violation.’’. 
SEC. 745. ENHANCED COMPLIANCE BY REGISTERED ENTITIES. 
(a) EFFECT
OF INTERPRETATION.—Section 5c(a) of the Com-
modity Exchange Act (7 U.S.C. 7a–2(a)) is amended by striking 
paragraph (2) and inserting the following: 
‘‘(2) EFFECT OF INTERPRETATION.—An interpretation issued 
under paragraph (1) may provide the exclusive means for com-
plying with each section described in paragraph (1).’’. 
(b) NEW CONTRACTS, NEW RULES, AND RULE AMENDMENTS.— 
Section 5c of the Commodity Exchange Act (7 U.S.C. 7a–2) is 
amended by striking subsection (c) and inserting the following: 
‘‘(c) NEW CONTRACTS, NEW RULES, AND RULE AMENDMENTS.— 
‘‘(1) IN
GENERAL.—A registered entity may elect to list 
for trading or accept for clearing any new contract, or other 
instrument, or may elect to approve and implement any new 
rule or rule amendment, by providing to the Commission (and 
the Secretary of the Treasury, in the case of a contract of 
sale of a government security for future delivery (or option 
on such a contract) or a rule or rule amendment specifically 
related to such a contract) a written certification that the 
new contract or instrument or clearing of the new contract 
or instrument, new rule, or rule amendment complies with 
this Act (including regulations under this Act). 
‘‘(2) RULE
REVIEW.—The new rule or rule amendment 
described in paragraph (1) shall become effective, pursuant 
to the certification of the registered entity and notice of such 
certification to its members (in a manner to be determined 
by the Commission), on the date that is 10 business days 
after the date on which the Commission receives the certifi-
cation (or such shorter period as determined by the Commission 
by rule or regulation) unless the Commission notifies the reg-
istered entity within such time that it is staying the certification 
because there exist novel or complex issues that require addi-
tional time to analyze, an inadequate explanation by the 
submitting registered entity, or a potential inconsistency with 
this Act (including regulations under this Act). 
Effective date. 
Notification. 
Determination. 
Certification. 
7 USC 1a note. 
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124 STAT. 1736 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(3) STAY OF CERTIFICATION FOR RULES.— 
‘‘(A) A notification by the Commission pursuant to 
paragraph (2) shall stay the certification of the new rule 
or rule amendment for up to an additional 90 days from 
the date of the notification. 
‘‘(B) A rule or rule amendment subject to a stay pursu-
ant to subparagraph (A) shall become effective, pursuant 
to the certification of the registered entity, at the expiration 
of the period described in subparagraph (A) unless the 
Commission— 
‘‘(i) withdraws the stay prior to that time; or 
‘‘(ii) notifies the registered entity during such 
period that it objects to the proposed certification on 
the grounds that it is inconsistent with this Act 
(including regulations under this Act). 
‘‘(C) The Commission shall provide a not less than 
30-day public comment period, within the 90-day period 
in which the stay is in effect as described in subparagraph 
(A), whenever the Commission reviews a rule or rule 
amendment pursuant to a notification by the Commission 
under this paragraph. 
‘‘(4) PRIOR APPROVAL.— 
‘‘(A) IN GENERAL.—A registered entity may request that 
the Commission grant prior approval to any new contract 
or other instrument, new rule, or rule amendment. 
‘‘(B) PRIOR APPROVAL REQUIRED.—Notwithstanding any 
other provision of this section, a designated contract market 
shall submit to the Commission for prior approval each 
rule amendment that materially changes the terms and 
conditions, as determined by the Commission, in any con-
tract of sale for future delivery of a commodity specifically 
enumerated in section 1a(10) (or any option thereon) traded 
through its facilities if the rule amendment applies to 
contracts and delivery months which have already been 
listed for trading and have open interest. 
‘‘(C) DEADLINE.—If prior approval is requested under 
subparagraph (A), the Commission shall take final action 
on the request not later than 90 days after submission 
of the request, unless the person submitting the request 
agrees to an extension of the time limitation established 
under this subparagraph. 
‘‘(5) APPROVAL.— 
‘‘(A) RULES.—The Commission shall approve a new 
rule, or rule amendment, of a registered entity unless the 
Commission finds that the new rule, or rule amendment, 
is inconsistent with this subtitle (including regulations). 
‘‘(B) CONTRACTS AND INSTRUMENTS.—The Commission 
shall approve a new contract or other instrument unless 
the Commission finds that the new contract or other 
instrument would violate this Act (including regulations). 
‘‘(C) SPECIAL RULE FOR REVIEW AND APPROVAL OF EVENT 
CONTRACTS AND SWAPS CONTRACTS.— 
‘‘(i) EVENT
CONTRACTS.—In connection with the 
listing of agreements, contracts, transactions, or swaps 
in excluded commodities that are based upon the occur-
rence, extent of an occurrence, or contingency (other 
than a change in the price, rate, value, or levels of 
Public comment. 
Effective date. 
Notification. 
Time period. 
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124 STAT. 1737 
PUBLIC LAW 111–203—JULY 21, 2010 
a commodity described in section 1a(2)(i)), by a des-
ignated contract market or swap execution facility, the 
Commission may determine that such agreements, con-
tracts, or transactions are contrary to the public 
interest if the agreements, contracts, or transactions 
involve— 
‘‘(I) activity that is unlawful under any Federal 
or State law; 
‘‘(II) terrorism; 
‘‘(III) assassination; 
‘‘(IV) war; 
‘‘(V) gaming; or 
‘‘(VI) other similar activity determined by the 
Commission, by rule or regulation, to be contrary 
to the public interest. 
‘‘(ii) PROHIBITION.—No agreement, contract, or 
transaction determined by the Commission to be con-
trary to the public interest under clause (i) may be 
listed or made available for clearing or trading on 
or through a registered entity. 
‘‘(iii) SWAPS CONTRACTS.— 
‘‘(I) IN
GENERAL.—In connection with the 
listing of a swap for clearing by a derivatives 
clearing organization, the Commission shall deter-
mine, upon request or on its own motion, the initial 
eligibility, or the continuing qualification, of a 
derivatives clearing organization to clear such a 
swap under those criteria, conditions, or rules that 
the Commission, in its discretion, determines. 
‘‘(II) REQUIREMENTS.—Any such criteria, condi-
tions, or rules shall consider— 
‘‘(aa) the financial integrity of the deriva-
tives clearing organization; and 
‘‘(bb) any other factors which the Commis-
sion determines may be appropriate. 
‘‘(iv) DEADLINE.—The Commission shall take final 
action under clauses (i) and (ii) in not later than 90 
days from the commencement of its review unless the 
party seeking to offer the contract or swap agrees 
to an extension of this time limitation.’’. 
(c) VIOLATION OF CORE PRINCIPLES.—Section 5c of the Com-
modity Exchange Act (7 U.S.C. 7a–2) is amended by striking sub-
section (d). 
SEC. 746. INSIDER TRADING. 
Section 4c(a) of the Commodity Exchange Act (7 U.S.C. 6c(a)) 
is amended by adding at the end the following: 
‘‘(3) CONTRACT
OF
SALE.—It shall be unlawful for any 
employee or agent of any department or agency of the Federal 
Government who, by virtue of the employment or position of 
the employee or agent, acquires information that may affect 
or tend to affect the price of any commodity in interstate 
commerce, or for future delivery, or any swap, and which 
information has not been disseminated by the department or 
agency of the Federal Government holding or creating the 
information in a manner which makes it generally available 
to the trading public, or disclosed in a criminal, civil, or 
Determination. 
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124 STAT. 1738 
PUBLIC LAW 111–203—JULY 21, 2010 
administrative hearing, or in a congressional, administrative, 
or Government Accountability Office report, hearing, audit, or 
investigation, to use the information in his personal capacity 
and for personal gain to enter into, or offer to enter into— 
‘‘(A) a contract of sale of a commodity for future 
delivery (or option on such a contract); 
‘‘(B) an option (other than an option executed or traded 
on a national securities exchange registered pursuant to 
section 6(a) of the Securities Exchange Act of 1934 (15 
U.S.C. 78f(a)); or 
‘‘(C) a swap. 
‘‘(4) NONPUBLIC INFORMATION.— 
‘‘(A) IMPARTING OF NONPUBLIC INFORMATION.—It shall 
be unlawful for any employee or agent of any department 
or agency of the Federal Government who, by virtue of 
the employment or position of the employee or agent, 
acquires information that may affect or tend to affect the 
price of any commodity in interstate commerce, or for future 
delivery, or any swap, and which information has not been 
disseminated by the department or agency of the Federal 
Government holding or creating the information in a 
manner which makes it generally available to the trading 
public, or disclosed in a criminal, civil, or administrative 
hearing, or in a congressional, administrative, or Govern-
ment Accountability Office report, hearing, audit, or inves-
tigation, to impart the information in his personal capacity 
and for personal gain with intent to assist another person, 
directly or indirectly, to use the information to enter into, 
or offer to enter into— 
‘‘(i) a contract of sale of a commodity for future 
delivery (or option on such a contract); 
‘‘(ii) an option (other than an option executed or 
traded on a national securities exchange registered 
pursuant to section 6(a) of the Securities Exchange 
Act of 1934 (15 U.S.C. 78f(a)); or 
‘‘(iii) a swap. 
‘‘(B) KNOWING USE.—It shall be unlawful for any person 
who receives information imparted by any employee or 
agent of any department or agency of the Federal Govern-
ment as described in subparagraph (A) to knowingly use 
such information to enter into, or offer to enter into— 
‘‘(i) a contract of sale of a commodity for future 
delivery (or option on such a contract); 
‘‘(ii) an option (other than an option executed or 
traded on a national securities exchange registered 
pursuant to section 6(a) of the Securities Exchange 
Act of 1934 (15 U.S.C. 78f(a)); or 
‘‘(iii) a swap. 
‘‘(C) THEFT OF NONPUBLIC INFORMATION.—It shall be 
unlawful for any person to steal, convert, or misappropriate, 
by any means whatsoever, information held or created 
by any department or agency of the Federal Government 
that may affect or tend to affect the price of any commodity 
in interstate commerce, or for future delivery, or any swap, 
where such person knows, or acts in reckless disregard 
of the fact, that such information has not been disseminated 
by the department or agency of the Federal Government 
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124 STAT. 1739 
PUBLIC LAW 111–203—JULY 21, 2010 
holding or creating the information in a manner which 
makes it generally available to the trading public, or dis-
closed in a criminal, civil, or administrative hearing, or 
in a congressional, administrative, or Government Account-
ability Office report, hearing, audit, or investigation, and 
to use such information, or to impart such information 
with the intent to assist another person, directly or 
indirectly, to use such information to enter into, or offer 
to enter into— 
‘‘(i) a contract of sale of a commodity for future 
delivery (or option on such a contract); 
‘‘(ii) an option (other than an option executed or 
traded on a national securities exchange registered 
pursuant to section 6(a) of the Securities Exchange 
Act of 1934 (15 U.S.C. 78f(a)); or 
‘‘(iii) a swap, provided, however, that nothing in 
this subparagraph shall preclude a person that has 
provided information concerning, or generated by, the 
person, its operations or activities, to any employee 
or agent of any department or agency of the Federal 
Government, voluntarily or as required by law, from 
using such information to enter into, or offer to enter 
into, a contract of sale, option, or swap described in 
clauses (i), (ii), or (iii).’’. 
SEC. 747. ANTIDISRUPTIVE PRACTICES AUTHORITY. 
Section 4c(a) of the Commodity Exchange Act (7 U.S.C. 6c(a)) 
(as amended by section 746) is amended by adding at the end 
the following: 
‘‘(5) DISRUPTIVE PRACTICES.—It shall be unlawful for any 
person to engage in any trading, practice, or conduct on or 
subject to the rules of a registered entity that— 
‘‘(A) violates bids or offers; 
‘‘(B) demonstrates intentional or reckless disregard for 
the orderly execution of transactions during the closing 
period; or 
‘‘(C) is, is of the character of, or is commonly known 
to the trade as, ‘spoofing’ (bidding or offering with the 
intent to cancel the bid or offer before execution). 
‘‘(6) RULEMAKING AUTHORITY.—The Commission may make 
and promulgate such rules and regulations as, in the judgment 
of the Commission, are reasonably necessary to prohibit the 
trading practices described in paragraph (5) and any other 
trading practice that is disruptive of fair and equitable trading. 
‘‘(7) USE OF SWAPS TO DEFRAUD.—It shall be unlawful for 
any person to enter into a swap knowing, or acting in reckless 
disregard of the fact, that its counterparty will use the swap 
as part of a device, scheme, or artifice to defraud any third 
party.’’. 
SEC. 748. COMMODITY WHISTLEBLOWER INCENTIVES AND PROTEC-
TION. 
The Commodity Exchange Act (7 U.S.C. 1 et seq.) is amended 
by adding at the end the following: 
‘‘SEC. 23. COMMODITY WHISTLEBLOWER INCENTIVES AND PROTEC-
TION. 
‘‘(a) DEFINITIONS.—In this section: 
7 USC 26. 
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124 STAT. 1740 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(1) COVERED JUDICIAL OR ADMINISTRATIVE ACTION.—The 
term ‘covered judicial or administrative action’ means any 
judicial or administrative action brought by the Commission 
under this Act that results in monetary sanctions exceeding 
$1,000,000. 
‘‘(2) FUND.—The term ‘Fund’ means the Commodity 
Futures Trading Commission Customer Protection Fund estab-
lished under subsection (g). 
‘‘(3) MONETARY SANCTIONS.—The term ‘monetary sanctions’, 
when used with respect to any judicial or administrative action 
means— 
‘‘(A) any monies, including penalties, disgorgement, 
restitution, and interest ordered to be paid; and 
‘‘(B) any monies deposited into a disgorgement fund 
or other fund pursuant to section 308(b) of the Sarbanes- 
Oxley Act of 2002 (15 U.S.C. 7246(b)), as a result of such 
action or any settlement of such action. 
‘‘(4) ORIGINAL INFORMATION.—The term ‘original informa-
tion’ means information that— 
‘‘(A) is derived from the independent knowledge or 
analysis of a whistleblower; 
‘‘(B) is not known to the Commission from any other 
source, unless the whistleblower is the original source of 
the information; and 
‘‘(C) is not exclusively derived from an allegation made 
in a judicial or administrative hearing, in a governmental 
report, hearing, audit, or investigation, or from the news 
media, unless the whistleblower is a source of the informa-
tion. 
‘‘(5) RELATED ACTION.—The term ‘related action’, when used 
with respect to any judicial or administrative action brought 
by the Commission under this Act, means any judicial or 
administrative action brought by an entity described in sub-
clauses (I) through (VI) of subsection (h)(2)(C) that is based 
upon the original information provided by a whistleblower 
pursuant to subsection (a) that led to the successful enforcement 
of the Commission action. 
‘‘(6) SUCCESSFUL RESOLUTION.—The term ‘successful resolu-
tion’, when used with respect to any judicial or administrative 
action brought by the Commission under this Act, includes 
any settlement of such action. 
‘‘(7) WHISTLEBLOWER.—The term ‘whistleblower’ means any 
individual, or 2 or more individuals acting jointly, who provides 
information relating to a violation of this Act to the Commis-
sion, in a manner established by rule or regulation by the 
Commission. 
‘‘(b) AWARDS.— 
‘‘(1) IN GENERAL.—In any covered judicial or administrative 
action, or related action, the Commission, under regulations 
prescribed by the Commission and subject to subsection (c), 
shall pay an award or awards to 1 or more whistleblowers 
who voluntarily provided original information to the Commis-
sion that led to the successful enforcement of the covered 
judicial or administrative action, or related action, in an aggre-
gate amount equal to— 
Regulations. 
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124 STAT. 1741 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(A) not less than 10 percent, in total, of what has 
been collected of the monetary sanctions imposed in the 
action or related actions; and 
‘‘(B) not more than 30 percent, in total, of what has 
been collected of the monetary sanctions imposed in the 
action or related actions. 
‘‘(2) PAYMENT OF AWARDS.—Any amount paid under para-
graph (1) shall be paid from the Fund. 
‘‘(c) DETERMINATION
OF
AMOUNT
OF
AWARD; DENIAL
OF 
AWARD.— 
‘‘(1) DETERMINATION OF AMOUNT OF AWARD.— 
‘‘(A) DISCRETION.—The determination of the amount 
of an award made under subsection (b) shall be in the 
discretion of the Commission. 
‘‘(B) CRITERIA.—In determining the amount of an 
award made under subsection (b), the Commission— 
‘‘(i) shall take into consideration— 
‘‘(I) the significance of the information pro-
vided by the whistleblower to the success of the 
covered judicial or administrative action; 
‘‘(II) the degree of assistance provided by the 
whistleblower and any legal representative of the 
whistleblower in a covered judicial or administra-
tive action; 
‘‘(III) 
the 
programmatic 
interest 
of 
the 
Commission in deterring violations of the Act 
(including regulations under the Act) by making 
awards to whistleblowers who provide information 
that leads to the successful enforcement of such 
laws; and 
‘‘(IV) such additional relevant factors as the 
Commission may establish by rule or regulation; 
and 
‘‘(ii) shall not take into consideration the balance 
of the Fund. 
‘‘(2) DENIAL OF AWARD.—No award under subsection (b) 
shall be made— 
‘‘(A) to any whistleblower who is, or was at the time 
the whistleblower acquired the original information sub-
mitted to the Commission, a member, officer, or employee 
of— 
‘‘(i) a appropriate regulatory agency; 
‘‘(ii) the Department of Justice; 
‘‘(iii) a registered entity; 
‘‘(iv) a registered futures association; 
‘‘(v) a self-regulatory organization as defined in 
section 3(a) of the Securities Exchange Act of 1934 
(15 U.S.C. 78c(a)); or 
‘‘(vi) a law enforcement organization; 
‘‘(B) to any whistleblower who is convicted of a criminal 
violation related to the judicial or administrative action 
for which the whistleblower otherwise could receive an 
award under this section; 
‘‘(C) to any whistleblower who submits information 
to the Commission that is based on the facts underlying 
the covered action submitted previously by another whistle-
blower; 
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124 STAT. 1742 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(D) to any whistleblower who fails to submit informa-
tion to the Commission in such form as the Commission 
may, by rule or regulation, require. 
‘‘(d) REPRESENTATION.— 
‘‘(1) PERMITTED REPRESENTATION.—Any whistleblower who 
makes a claim for an award under subsection (b) may be 
represented by counsel. 
‘‘(2) REQUIRED REPRESENTATION.— 
‘‘(A) IN
GENERAL.—Any whistleblower who anony-
mously makes a claim for an award under subsection (b) 
shall be represented by counsel if the whistleblower sub-
mits the information upon which the claim is based. 
‘‘(B) DISCLOSURE OF IDENTITY.—Prior to the payment 
of an award, a whistleblower shall disclose the identity 
of the whistleblower and provide such other information 
as the Commission may require, directly or through counsel 
for the whistleblower. 
‘‘(e) NO CONTRACT NECESSARY.—No contract with the Commis-
sion is necessary for any whistleblower to receive an award under 
subsection (b), unless otherwise required by the Commission, by 
rule or regulation. 
‘‘(f) APPEALS.— 
‘‘(1) IN GENERAL.—Any determination made under this sec-
tion, including whether, to whom, or in what amount to make 
awards, shall be in the discretion of the Commission. 
‘‘(2) APPEALS.—Any determination described in paragraph 
(1) may be appealed to the appropriate court of appeals of 
the United States not more than 30 days after the determina-
tion is issued by the Commission. 
‘‘(3) REVIEW.—The court shall review the determination 
made by the Commission in accordance with section 7064 of 
title 5, United States Code. 
‘‘(g) COMMODITY FUTURES TRADING COMMISSION CUSTOMER 
PROTECTION FUND.— 
‘‘(1) ESTABLISHMENT.—There is established in the Treasury 
of the United States a revolving fund to be known as the 
‘Commodity Futures Trading Commission Customer Protection 
Fund’. 
‘‘(2) USE OF FUND.—The Fund shall be available to the 
Commission, without further appropriation or fiscal year limita-
tion, for— 
‘‘(A) the payment of awards to whistleblowers as pro-
vided in subsection (a); and 
‘‘(B) the funding of customer education initiatives 
designed to help customers protect themselves against 
fraud or other violations of this Act, or the rules and 
regulations thereunder. 
‘‘(3) DEPOSITS AND CREDITS.—There shall be deposited into 
or credited to the Fund: 
‘‘(A) MONETARY SANCTIONS.—Any monetary sanctions 
collected by the Commission in any covered judicial or 
administrative action that is not otherwise distributed to 
victims of a violation of this Act or the rules and regulations 
thereunder underlying such action, unless the balance of 
the Fund at the time the monetary judgment is collected 
exceeds $100,000,000. 
Deadline. 
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124 STAT. 1743 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(B) ADDITIONAL AMOUNTS.—If the amounts deposited 
into or credited to the Fund under subparagraph (A) are 
not sufficient to satisfy an award made under subsection 
(b), there shall be deposited into or credited to the Fund 
an amount equal to the unsatisfied portion of the award 
from any monetary sanction collected by the Commission 
in any judicial or administrative action brought by the 
Commission under this Act that is based on information 
provided by a whistleblower. 
‘‘(C) INVESTMENT
INCOME.—All income from invest-
ments made under paragraph (4). 
‘‘(4) INVESTMENTS.— 
‘‘(A) AMOUNTS
IN
FUND
MAY
BE
INVESTED.—The 
Commission may request the Secretary of the Treasury 
to invest the portion of the Fund that is not, in the Commis-
sion’s judgment, required to meet the current needs of 
the Fund. 
‘‘(B) ELIGIBLE
INVESTMENTS.—Investments shall be 
made by the Secretary of the Treasury in obligations of 
the United States or obligations that are guaranteed as 
to principal and interest by the United States, with matu-
rities suitable to the needs of the Fund as determined 
by the Commission. 
‘‘(C) INTEREST AND PROCEEDS CREDITED.—The interest 
on, and the proceeds from the sale or redemption of, any 
obligations held in the Fund shall be credited to, and 
form a part of, the Fund. 
‘‘(5) REPORTS TO CONGRESS.—Not later than October 30 
of each year, the Commission shall transmit to the Committee 
on Agriculture, Nutrition, and Forestry of the Senate, and 
the Committee on Agriculture of the House of Representatives 
a report on— 
‘‘(A) the Commission’s whistleblower award program 
under this section, including a description of the number 
of awards granted and the types of cases in which awards 
were granted during the preceding fiscal year; 
‘‘(B) customer education initiatives described in para-
graph (2)(B) that were funded by the Fund during the 
preceding fiscal year; 
‘‘(C) the balance of the Fund at the beginning of the 
preceding fiscal year; 
‘‘(D) the amounts deposited into or credited to the 
Fund during the preceding fiscal year; 
‘‘(E) the amount of earnings on investments of amounts 
in the Fund during the preceding fiscal year; 
‘‘(F) the amount paid from the Fund during the pre-
ceding fiscal year to whistleblowers pursuant to subsection 
(b); 
‘‘(G) the amount paid from the Fund during the pre-
ceding fiscal year for customer education initiatives 
described in paragraph (2)(B); 
‘‘(H) the balance of the Fund at the end of the preceding 
fiscal year; and 
‘‘(I) a complete set of audited financial statements, 
including a balance sheet, income statement, and cash 
flow analysis. 
‘‘(h) PROTECTION OF WHISTLEBLOWERS.— 
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124 STAT. 1744 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(1) PROHIBITION AGAINST RETALIATION.— 
‘‘(A) IN
GENERAL.—No employer may discharge, 
demote, suspend, threaten, harass, directly or indirectly, 
or in any other manner discriminate against, a whistle-
blower in the terms and conditions of employment because 
of any lawful act done by the whistleblower— 
‘‘(i) in providing information to the Commission 
in accordance with subsection (b); or 
‘‘(ii) in assisting in any investigation or judicial 
or administrative action of the Commission based upon 
or related to such information. 
‘‘(B) ENFORCEMENT.— 
‘‘(i) CAUSE OF ACTION.—An individual who alleges 
discharge or other discrimination in violation of 
subparagraph (A) may bring an action under this sub-
section in the appropriate district court of the United 
States for the relief provided in subparagraph (C), 
unless the individual who is alleging discharge or other 
discrimination in violation of subparagraph (A) is an 
employee of the Federal Government, in which case 
the individual shall only bring an action under section 
1221 of title 5, United States Code. 
‘‘(ii) 
SUBPOENAS.—A 
subpoena 
requiring 
the 
attendance of a witness at a trial or hearing conducted 
under this subsection may be served at any place in 
the United States. 
‘‘(iii) STATUTE OF LIMITATIONS.—An action under 
this subsection may not be brought more than 2 years 
after the date on which the violation reported in 
subparagraph (A) is committed. 
‘‘(C) RELIEF.—Relief for an individual prevailing in an 
action brought under subparagraph (B) shall include— 
‘‘(i) reinstatement with the same seniority status 
that the individual would have had, but for the 
discrimination; 
‘‘(ii) the amount of back pay otherwise owed to 
the individual, with interest; and 
‘‘(iii) compensation for any special damages sus-
tained as a result of the discharge or discrimination, 
including litigation costs, expert witness fees, and 
reasonable attorney’s fees. 
‘‘(2) CONFIDENTIALITY.— 
‘‘(A) IN
GENERAL.—Except as provided in subpara-
graphs (B) and (C), the Commission, and any officer or 
employee of the Commission, shall not disclose any informa-
tion, including information provided by a whistleblower 
to the Commission, which could reasonably be expected 
to reveal the identity of a whistleblower, except in accord-
ance with the provisions of section 552a of title 5, United 
States Code, unless and until required to be disclosed to 
a defendant or respondent in connection with a public 
proceeding instituted by the Commission or any entity 
described in subparagraph (C). For purposes of section 
552 of title 5, United States Code, this paragraph shall 
be considered a statute described in subsection (b)(3)(B) 
of such section 552. 
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124 STAT. 1745 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(B) EFFECT.—Nothing in this paragraph is intended 
to limit the ability of the Attorney General to present 
such evidence to a grand jury or to share such evidence 
with potential witnesses or defendants in the course of 
an ongoing criminal investigation. 
‘‘(C) AVAILABILITY TO GOVERNMENT AGENCIES.— 
‘‘(i) IN GENERAL.—Without the loss of its status 
as confidential in the hands of the Commission, all 
information referred to in subparagraph (A) may, in 
the discretion of the Commission, when determined 
by the Commission to be necessary or appropriate to 
accomplish the purposes of this Act and protect cus-
tomers and in accordance with clause (ii), be made 
available to— 
‘‘(I) the Department of Justice; 
‘‘(II) an appropriate department or agency of 
the Federal Government, acting within the scope 
of its jurisdiction; 
‘‘(III) a registered entity, registered futures 
association, or self-regulatory organization as 
defined in section 3(a) of the Securities Exchange 
Act of 1934 (15 U.S.C. 78c(a)); 
‘‘(IV) a State attorney general in connection 
with any criminal investigation; 
‘‘(V) an appropriate department or agency of 
any State, acting within the scope of its jurisdic-
tion; and 
‘‘(VI) a foreign futures authority. 
‘‘(ii) MAINTENANCE OF INFORMATION.—Each of the 
entities, agencies, or persons described in clause (i) 
shall maintain information described in that clause 
as confidential, in accordance with the requirements 
in subparagraph (A). 
‘‘(iii) STUDY
ON
IMPACT
OF
FOIA
EXEMPTION
ON 
COMMODITY FUTURES TRADING COMMISSION.— 
‘‘(I) STUDY.—The Inspector General of the 
Commission shall conduct a study— 
‘‘(aa) on whether the exemption under sec-
tion 552(b)(3) of title 5, United States Code 
(known as the Freedom of Information Act) 
established in paragraph (2)(A) aids whistle-
blowers in disclosing information to the 
Commission; 
‘‘(bb) on what impact the exemption has 
had on the public’s ability to access informa-
tion about the Commission’s regulation of com-
modity futures and option markets; and 
‘‘(cc) to make any recommendations on 
whether the Commission should continue to 
use the exemption. 
‘‘(II) REPORT.—Not later than 30 months after 
the date of enactment of this clause, the Inspector 
General shall— 
‘‘(aa) submit a report on the findings of 
the study required under this clause to the 
Committee on Banking, Housing, and Urban 
Affairs of the Senate and the Committee on 
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124 STAT. 1746 
PUBLIC LAW 111–203—JULY 21, 2010 
Financial Services of the House of Representa-
tives; and 
‘‘(bb) make the report available to the 
public through publication of a report on the 
website of the Commission. 
‘‘(3) RIGHTS RETAINED.—Nothing in this section shall be 
deemed to diminish the rights, privileges, or remedies of any 
whistleblower under any Federal or State law, or under any 
collective bargaining agreement. 
‘‘(i) RULEMAKING AUTHORITY.—The Commission shall have the 
authority to issue such rules and regulations as may be necessary 
or appropriate to implement the provisions of this section consistent 
with the purposes of this section. 
‘‘(j) IMPLEMENTING RULES.—The Commission shall issue final 
rules or regulations implementing the provisions of this section 
not later than 270 days after the date of enactment of the Wall 
Street Transparency and Accountability Act of 2010. 
‘‘(k) ORIGINAL INFORMATION.—Information submitted to the 
Commission by a whistleblower in accordance with rules or regula-
tions implementing this section shall not lose its status as original 
information solely because the whistleblower submitted such 
information prior to the effective date of such rules or regulations, 
provided such information was submitted after the date of enact-
ment of the Wall Street Transparency and Accountability Act of 
2010. 
‘‘(l) AWARDS.—A whistleblower may receive an award pursuant 
to this section regardless of whether any violation of a provision 
of this Act, or a rule or regulation thereunder, underlying the 
judicial or administrative action upon which the award is based 
occurred prior to the date of enactment of the Wall Street Trans-
parency and Accountability Act of 2010. 
‘‘(m) PROVISION OF FALSE INFORMATION.—A whistleblower who 
knowingly and willfully makes any false, fictitious, or fraudulent 
statement or representation, or who makes or uses any false writing 
or document knowing the same to contain any false, fictitious, 
or fraudulent statement or entry, shall not be entitled to an award 
under this section and shall be subject to prosecution under section 
1001 of title 18, United States Code. 
‘‘(n) NONENFORCEABILITY
OF CERTAIN PROVISIONS WAIVING 
RIGHTS AND REMEDIES OR REQUIRING ARBITRATION OF DISPUTES.— 
‘‘(1) WAIVER OF RIGHTS AND REMEDIES.—The rights and 
remedies provided for in this section may not be waived by 
any agreement, policy form, or condition of employment 
including by a predispute arbitration agreement. 
‘‘(2) PREDISPUTE ARBITRATION AGREEMENTS.—No predispute 
arbitration agreement shall be valid or enforceable, if the agree-
ment requires arbitration of a dispute arising under this sec-
tion.’’. 
SEC. 749. CONFORMING AMENDMENTS. 
(a) Section 4d of the Commodity Exchange Act (7 U.S.C. 6d) 
(as amended by section 724) is amended— 
(1) in subsection (a)— 
(A) in the matter preceding paragraph (1)— 
(i) by striking ‘‘engage as’’ and inserting ‘‘be a’’; 
and 
Deadline. 
Public 
information. 
Web posting. 
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124 STAT. 1747 
PUBLIC LAW 111–203—JULY 21, 2010 
(ii) by striking ‘‘or introducing broker’’ and all that 
follows through ‘‘or derivatives transaction execution 
facility’’; 
(B) in paragraph (1), by striking ‘‘or introducing 
broker’’; and 
(C) in paragraph (2), by striking ‘‘if a futures commis-
sion merchant,’’; and 
(2) by adding at the end the following: 
‘‘(g) It shall be unlawful for any person to be an introducing 
broker unless such person shall have registered under this Act 
with the Commission as an introducing broker and such registration 
shall not have expired nor been suspended nor revoked.’’. 
(b) Section 4m(3) of the Commodity Exchange Act (7 U.S.C. 
6m(3)) is amended— 
(1) by striking ‘‘(3) Subsection (1) of this section’’ and 
inserting the following: 
‘‘(3) EXCEPTION.— 
‘‘(A) IN GENERAL.—Paragraph (1)’’; and 
(2) by striking ‘‘to any investment trust’’ and all that follows 
through the period at the end and inserting the following: 
‘‘to any commodity pool that is engaged primarily in trading 
commodity interests. 
‘‘(B) ENGAGED PRIMARILY.—For purposes of subparagraph 
(A), a commodity trading advisor or a commodity pool shall 
be considered to be ‘engaged primarily’ in the business of being 
a commodity trading advisor or commodity pool if it is or 
holds itself out to the public as being engaged primarily, or 
proposes to engage primarily, in the business of advising on 
commodity interests or investing, reinvesting, owning, holding, 
or trading in commodity interests, respectively. 
‘‘(C) COMMODITY INTERESTS.—For purposes of this para-
graph, commodity interests shall include contracts of sale of 
a commodity for future delivery, options on such contracts, 
security futures, swaps, leverage contracts, foreign exchange, 
spot and forward contracts on physical commodities, and any 
monies held in an account used for trading commodity 
interests.’’. 
(c) Section 5c of the Commodity Exchange Act (7 U.S.C. 7a– 
2) is amended— 
(1) in subsection (a)(1)— 
(A) by striking ‘‘, 5a(d),’’; and 
(B) by striking ‘‘and section (2)(h)(7) with respect to 
significant price discovery contracts,’’; and 
(2) in subsection (f)(1), by striking ‘‘section 4d(c) of this 
Act’’ and inserting ‘‘section 4d(e)’’. 
(d) Section 5e of the Commodity Exchange Act (7 U.S.C. 7b) 
is amended by striking ‘‘or revocation of the right of an electronic 
trading facility to rely on the exemption set forth in section 2(h)(3) 
with respect to a significant price discovery contract,’’. 
(e) Section 6(b) of the Commodity Exchange Act (7 U.S.C. 
8(b)) is amended in the first sentence by striking ‘‘, or to revoke 
the right of an electronic trading facility to rely on the exemption 
set forth in section 2(h)(3) with respect to a significant price dis-
covery contract,’’. 
(f) Section 12(e)(2)(B) of the Commodity Exchange Act (7 U.S.C. 
16(e)(2)(B)) is amended— 
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124 STAT. 1748 
PUBLIC LAW 111–203—JULY 21, 2010 
(1) by striking ‘‘section 2(c), 2(d), 2(f), or 2(g) of this Act’’ 
and inserting ‘‘section 2(c) or 2(f) of this Act’’; and 
(2) by striking ‘‘2(h) or’’. 
(g) Section 17(r)(1) of the Commodity Exchange Act (7 U.S.C. 
21(r)(1)) is amended by striking ‘‘section 4d(c) of this Act’’ and 
inserting ‘‘section 4d(e)’’. 
(h) Section 22 of the Commodity Exchange Act is amended— 
(1) in subsection (a)(1)(B), by— 
(A) inserting ‘‘or any swap’’ after ‘‘commodity)’’; and 
(B) inserting ‘‘or any swap’’ after ‘‘such contract’’; 
(2) in subsection (a)(1)(C), by adding at the end the fol-
lowing: 
‘‘(iv) a swap; or’’; and 
(3) in subsection (b)(1)(A), by striking ‘‘section 2(h)(7) or 
sections 5 through 5c’’ and inserting ‘‘section 5, 5b, 5c, 5h, 
or 21’’. 
(i) Section 408(2)(C) of the Federal Deposit Insurance Corpora-
tion Improvement Act of 1991 (12 U.S.C. 4421(2)(C)) is amended— 
(1) by striking ‘‘section 2(c), 2(d), 2(f), or (2)(g) of such 
Act’’ and inserting ‘‘section 2(c), 2(f), or 2(i) of that Act’’; and 
(2) by striking ‘‘2(h) or’’. 
SEC. 750. STUDY ON OVERSIGHT OF CARBON MARKETS. 
(a) INTERAGENCY WORKING GROUP.—There is established to 
carry out this section an interagency working group (referred to 
in this section as the ‘‘interagency group’’) composed of the following 
members or designees: 
(1) The Chairman of the Commodity Futures Trading 
Commission (referred to in this section as the ‘‘Commission’’), 
who shall serve as Chairman of the interagency group. 
(2) The Secretary of Agriculture. 
(3) The Secretary of the Treasury. 
(4) The Chairman of the Securities and Exchange Commis-
sion. 
(5) The Administrator of the Environmental Protection 
Agency. 
(6) The Chairman of the Federal Energy Regulatory 
Commission. 
(7) The Commissioner of the Federal Trade Commission. 
(8) The Administrator of the Energy Information Adminis-
tration. 
(b) ADMINISTRATIVE SUPPORT.—The Commission shall provide 
the interagency group such administrative support services as are 
necessary to enable the interagency group to carry out the functions 
of the interagency group under this section. 
(c) CONSULTATION.—In carrying out this section, the inter-
agency group shall consult with representatives of exchanges, 
clearinghouses, self-regulatory bodies, major carbon market partici-
pants, consumers, and the general public, as the interagency group 
determines to be appropriate. 
(d) STUDY.—The interagency group shall conduct a study on 
the oversight of existing and prospective carbon markets to ensure 
an efficient, secure, and transparent carbon market, including over-
sight of spot markets and derivative markets. 
(e) REPORT.—Not later than 180 days after the date of enact-
ment of this Act, the interagency group shall submit to Congress 
a report on the results of the study conducted under subsection 
Establishment. 
7 USC 25. 
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124 STAT. 1749 
PUBLIC LAW 111–203—JULY 21, 2010 
(b), including recommendations for the oversight of existing and 
prospective carbon markets to ensure an efficient, secure, and trans-
parent carbon market, including oversight of spot markets and 
derivative markets. 
SEC. 751. ENERGY AND ENVIRONMENTAL MARKETS ADVISORY COM-
MITTEE. 
Section 2(a) of the Commodity Exchange Act (7 U.S.C. 2(a)) 
(as amended by section 727) is amended by adding at the end 
the following: 
‘‘(15) ENERGY
AND
ENVIRONMENTAL
MARKETS
ADVISORY 
COMMITTEE.— 
‘‘(A) ESTABLISHMENT.— 
‘‘(i) IN GENERAL.—An Energy and Environmental 
Markets Advisory Committee is hereby established. 
‘‘(ii) MEMBERSHIP.—The Committee shall have 9 
members. 
‘‘(iii) ACTIVITIES.—The Committee’s objectives and 
scope of activities shall be— 
‘‘(I) to conduct public meetings; 
‘‘(II) to submit reports and recommendations 
to the Commission (including dissenting or 
minority views, if any); and 
‘‘(III) otherwise to serve as a vehicle for discus-
sion and communication on matters of concern to 
exchanges, firms, end users, and regulators 
regarding energy and environmental markets and 
their regulation by the Commission. 
‘‘(B) REQUIREMENTS.— 
‘‘(i) IN GENERAL.—The Committee shall hold public 
meetings at such intervals as are necessary to carry 
out the functions of the Committee, but not less fre-
quently than 2 times per year. 
‘‘(ii) MEMBERS.—Members shall be appointed to 
3-year terms, but may be removed for cause by vote 
of the Commission. 
‘‘(C) APPOINTMENT.—The Commission shall appoint 
members with a wide diversity of opinion and who rep-
resent a broad spectrum of interests, including hedgers 
and consumers. 
‘‘(D) REIMBURSEMENT.—Members shall be entitled to 
per diem and travel expense reimbursement by the 
Commission. 
‘‘(E) FACA.—The Committee shall not be subject to 
the Federal Advisory Committee Act (5 U.S.C. App.).’’. 
SEC. 752. INTERNATIONAL HARMONIZATION. 
(a) In order to promote effective and consistent global regulation 
of swaps and security-based swaps, the Commodity Futures Trading 
Commission, the Securities and Exchange Commission, and the 
prudential regulators (as that term is defined in section 1a(39) 
of the Commodity Exchange Act), as appropriate, shall consult 
and coordinate with foreign regulatory authorities on the establish-
ment of consistent international standards with respect to the regu-
lation (including fees) of swaps, security-based swaps, swap entities, 
and security-based swap entities and may agree to such informa-
tion-sharing arrangements as may be deemed to be necessary or 
Securities. 
Consultation. 
Standards. 
15 USC 8325. 
Public meetings. 
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124 STAT. 1750 
PUBLIC LAW 111–203—JULY 21, 2010 
appropriate in the public interest or for the protection of investors, 
swap counterparties, and security-based swap counterparties. 
(b) In order to promote effective and consistent global regulation 
of contracts of sale of a commodity for future delivery and options 
on such contracts, the Commodity Futures Trading Commission 
shall consult and coordinate with foreign regulatory authorities 
on the establishment of consistent international standards with 
respect to the regulation of contracts of sale of a commodity for 
future delivery and options on such contracts, and may agree to 
such information-sharing arrangements as may be deemed nec-
essary or appropriate in the public interest for the protection of 
users of contracts of sale of a commodity for future delivery. 
SEC. 753. ANTI-MANIPULATION AUTHORITY. 
(a) 
PROHIBITION
REGARDING
MANIPULATION
AND
FALSE 
INFORMATION.—Subsection (c) of section 6 of the Commodity 
Exchange Act (7 U.S.C. 9, 15) is amended to read as follows: 
‘‘(c) 
PROHIBITION
REGARDING
MANIPULATION
AND
FALSE 
INFORMATION.— 
‘‘(1) PROHIBITION
AGAINST
MANIPULATION.—It shall be 
unlawful for any person, directly or indirectly, to use or employ, 
or attempt to use or employ, in connection with any swap, 
or a contract of sale of any commodity in interstate commerce, 
or for future delivery on or subject to the rules of any registered 
entity, any manipulative or deceptive device or contrivance, 
in contravention of such rules and regulations as the Commis-
sion shall promulgate by not later than 1 year after the date 
of enactment of the Dodd-Frank Wall Street Reform and Con-
sumer Protection Act, provided no rule or regulation promul-
gated by the Commission shall require any person to disclose 
to another person nonpublic information that may be material 
to the market price, rate, or level of the commodity transaction, 
except as necessary to make any statement made to the other 
person in or in connection with the transaction not misleading 
in any material respect. 
‘‘(A) SPECIAL PROVISION FOR MANIPULATION BY FALSE 
REPORTING.—Unlawful manipulation for purposes of this 
paragraph shall include, but not be limited to, delivering, 
or causing to be delivered for transmission through the 
mails or interstate commerce, by any means of communica-
tion whatsoever, a false or misleading or inaccurate report 
concerning crop or market information or conditions that 
affect or tend to affect the price of any commodity in 
interstate commerce, knowing, or acting in reckless dis-
regard of the fact that such report is false, misleading 
or inaccurate. 
‘‘(B) EFFECT ON OTHER LAW.—Nothing in this para-
graph shall affect, or be construed to affect, the applicability 
of section 9(a)(2). 
‘‘(C) GOOD FAITH MISTAKES.—Mistakenly transmitting, 
in good faith, false or misleading or inaccurate information 
to a price reporting service would not be sufficient to violate 
subsection (c)(1)(A). 
‘‘(2) PROHIBITION REGARDING FALSE INFORMATION.—It shall 
be unlawful for any person to make any false or misleading 
statement of a material fact to the Commission, including in 
any registration application or any report filed with the 
Regulations. 
Deadline. 
Contracts. 
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124 STAT. 1751 
PUBLIC LAW 111–203—JULY 21, 2010 
Commission under this Act, or any other information relating 
to a swap, or a contract of sale of a commodity, in interstate 
commerce, or for future delivery on or subject to the rules 
of any registered entity, or to omit to state in any such state-
ment any material fact that is necessary to make any statement 
of a material fact made not misleading in any material respect, 
if the person knew, or reasonably should have known, the 
statement to be false or misleading. 
‘‘(3) OTHER MANIPULATION.—In addition to the prohibition 
in paragraph (1), it shall be unlawful for any person, directly 
or indirectly, to manipulate or attempt to manipulate the price 
of any swap, or of any commodity in interstate commerce, 
or for future delivery on or subject to the rules of any registered 
entity. 
‘‘(4) ENFORCEMENT.— 
‘‘(A) AUTHORITY OF COMMISSION.—If the Commission 
has reason to believe that any person (other than a reg-
istered entity) is violating or has violated this subsection, 
or any other provision of this Act (including any rule, 
regulation, or order of the Commission promulgated in 
accordance with this subsection or any other provision of 
this Act), the Commission may serve upon the person a 
complaint. 
‘‘(B) CONTENTS
OF
COMPLAINT.—A complaint under 
subparagraph (A) shall— 
‘‘(i) contain a description of the charges against 
the person that is the subject of the complaint; and 
‘‘(ii) have attached or contain a notice of hearing 
that specifies the date and location of the hearing 
regarding the complaint. 
‘‘(C) HEARING.—A hearing described in subparagraph 
(B)(ii)— 
‘‘(i) shall be held not later than 3 days after service 
of the complaint described in subparagraph (A); 
‘‘(ii) shall require the person to show cause 
regarding why— 
‘‘(I) an order should not be made— 
‘‘(aa) to prohibit the person from trading 
on, or subject to the rules of, any registered 
entity; and 
‘‘(bb) to direct all registered entities to 
refuse all privileges to the person until further 
notice of the Commission; and 
‘‘(II) the registration of the person, if registered 
with the Commission in any capacity, should not 
be suspended or revoked; and 
‘‘(iii) may be held before— 
‘‘(I) the Commission; or 
‘‘(II) an administrative law judge designated 
by the Commission, under which the administra-
tive law judge shall ensure that all evidence is 
recorded in written form and submitted to the 
Commission. 
‘‘(5) SUBPOENA.—For the purpose of securing effective 
enforcement of the provisions of this Act, for the purpose of 
any investigation or proceeding under this Act, and for the 
purpose of any action taken under section 12(f), any member 
Records. 
Deadline. 
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124 STAT. 1752 
PUBLIC LAW 111–203—JULY 21, 2010 
of the Commission or any Administrative Law Judge or other 
officer designated by the Commission (except as provided in 
paragraph (7)) may administer oaths and affirmations, sub-
poena witnesses, compel their attendance, take evidence, and 
require the production of any books, papers, correspondence, 
memoranda, or other records that the Commission deems rel-
evant or material to the inquiry. 
‘‘(6) WITNESSES.—The attendance of witnesses and the 
production of any such records may be required from any place 
in the United States, any State, or any foreign country or 
jurisdiction at any designated place of hearing. 
‘‘(7) SERVICE.—A subpoena issued under this section may 
be served upon any person who is not to be found within 
the territorial jurisdiction of any court of the United States 
in such manner as the Federal Rules of Civil Procedure pre-
scribe for service of process in a foreign country, except that 
a subpoena to be served on a person who is not to be found 
within the territorial jurisdiction of any court of the United 
States may be issued only on the prior approval of the Commis-
sion. 
‘‘(8) REFUSAL TO OBEY.—In case of contumacy by, or refusal 
to obey a subpoena issued to, any person, the Commission 
may invoke the aid of any court of the United States within 
the jurisdiction in which the investigation or proceeding is 
conducted, or where such person resides or transacts business, 
in requiring the attendance and testimony of witnesses and 
the production of books, papers, correspondence, memoranda, 
and other records. Such court may issue an order requiring 
such person to appear before the Commission or member or 
Administrative Law Judge or other officer designated by the 
Commission, there to produce records, if so ordered, or to give 
testimony touching the matter under investigation or in ques-
tion. 
‘‘(9) FAILURE TO OBEY.—Any failure to obey such order 
of the court may be punished by the court as a contempt 
thereof. All process in any such case may be served in the 
judicial district wherein such person is an inhabitant or trans-
acts business or wherever such person may be found. 
‘‘(10) EVIDENCE.—On the receipt of evidence under para-
graph (4)(C)(iii), the Commission may— 
‘‘(A) prohibit the person that is the subject of the 
hearing from trading on, or subject to the rules of, any 
registered entity and require all registered entities to refuse 
the person all privileges on the registered entities for such 
period as the Commission may require in the order; 
‘‘(B) if the person is registered with the Commission 
in any capacity, suspend, for a period not to exceed 180 
days, or revoke, the registration of the person; 
‘‘(C) assess such person— 
‘‘(i) a civil penalty of not more than an amount 
equal to the greater of— 
‘‘(I) $140,000; or 
‘‘(II) triple the monetary gain to such person 
for each such violation; or 
‘‘(ii) in any case of manipulation or attempted 
manipulation in violation of this subsection or section 
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124 STAT. 1753 
PUBLIC LAW 111–203—JULY 21, 2010 
9(a)(2), a civil penalty of not more than an amount 
equal to the greater of— 
‘‘(I) $1,000,000; or 
‘‘(II) triple the monetary gain to the person 
for each such violation; and 
‘‘(D) require restitution to customers of damages proxi-
mately caused by violations of the person. 
‘‘(11) ORDERS.— 
‘‘(A) NOTICE.—The Commission shall provide to a per-
son described in paragraph (10) and the appropriate gov-
erning board of the registered entity notice of the order 
described in paragraph (10) by— 
‘‘(i) registered mail; 
‘‘(ii) certified mail; or 
‘‘(iii) personal delivery. 
‘‘(B) REVIEW.— 
‘‘(i) IN GENERAL.—A person described in paragraph 
(10) may obtain a review of the order or such other 
equitable relief as determined to be appropriate by 
a court described in clause (ii). 
‘‘(ii) PETITION.—To obtain a review or other relief 
under clause (i), a person may, not later than 15 days 
after notice is given to the person under clause (i), 
file a written petition to set aside the order with the 
United States Court of Appeals— 
‘‘(I) for the circuit in which the petitioner car-
ries out the business of the petitioner; or 
‘‘(II) in the case of an order denying registra-
tion, the circuit in which the principal place of 
business of the petitioner is located, as listed on 
the application for registration of the petitioner. 
‘‘(C) PROCEDURE.— 
‘‘(i) DUTY OF CLERK OF APPROPRIATE COURT.—The 
clerk of the appropriate court under subparagraph 
(B)(ii) shall transmit to the Commission a copy of a 
petition filed under subparagraph (B)(ii). 
‘‘(ii) DUTY
OF
COMMISSION.—In accordance with 
section 2112 of title 28, United States Code, the 
Commission shall file in the appropriate court 
described in subparagraph (B)(ii) the record theretofore 
made. 
‘‘(iii) JURISDICTION OF APPROPRIATE COURT.—Upon 
the filing of a petition under subparagraph (B)(ii), the 
appropriate court described in subparagraph (B)(ii) 
may affirm, set aside, or modify the order of the 
Commission.’’. 
(b) CEASE
AND DESIST ORDERS, FINES.—Section 6(d) of the 
Commodity Exchange Act (7 U.S.C. 13b) is amended to read as 
follows: 
‘‘(d) If any person (other than a registered entity), is violating 
or has violated subsection (c) or any other provisions of this Act 
or of the rules, regulations, or orders of the Commission thereunder, 
the Commission may, upon notice and hearing, and subject to 
appeal as in other cases provided for in subsection (c), make and 
enter an order directing that such person shall cease and desist 
therefrom and, if such person thereafter and after the lapse of 
the period allowed for appeal of such order or after the affirmance 
Penalty. 
Records. 
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124 STAT. 1754 
PUBLIC LAW 111–203—JULY 21, 2010 
of such order, shall knowingly fail or refuse to obey or comply 
with such order, such person, upon conviction thereof, shall be 
fined not more than the higher of $140,000 or triple the monetary 
gain to such person, or imprisoned for not more than 1 year, 
or both, except that if such knowing failure or refusal to obey 
or comply with such order involves any offense within subsection 
(a) or (b) of section 9, such person, upon conviction thereof, shall 
be subject to the penalties of said subsection (a) or (b): Provided, 
That any such cease and desist order under this subsection against 
any respondent in any case of manipulation shall be issued only 
in conjunction with an order issued against such respondent under 
subsection (c).’’. 
(c) MANIPULATIONS; PRIVATE
RIGHTS
OF
ACTION.—Section 
22(a)(1) of the Commodity Exchange Act (7 U.S.C. 25(a)(1)) is 
amended by striking subparagraph (D) and inserting the following: 
‘‘(D) who purchased or sold a contract referred to in 
subparagraph (B) hereof or swap if the violation constitutes— 
‘‘(i) the use or employment of, or an attempt to use 
or employ, in connection with a swap, or a contract of 
sale of a commodity, in interstate commerce, or for future 
delivery on or subject to the rules of any registered entity, 
any manipulative device or contrivance in contravention 
of such rules and regulations as the Commission shall 
promulgate by not later than 1 year after the date of 
enactment of the Dodd-Frank Wall Street Reform and Con-
sumer Protection Act; or 
‘‘(ii) a manipulation of the price of any such contract 
or swap or the price of the commodity underlying such 
contract or swap.’’. 
(d) EFFECTIVE DATE.— 
(1) The amendments made by this section shall take effect 
on the date on which the final rule promulgated by the Com-
modity Futures Trading Commission pursuant to this Act takes 
effect. 
(2) Paragraph (1) shall not preclude the Commission from 
undertaking prior to the effective date any rulemaking nec-
essary to implement the amendments contained in this section. 
SEC. 754. EFFECTIVE DATE. 
Unless otherwise provided in this title, the provisions of this 
subtitle shall take effect on the later of 360 days after the date 
of the enactment of this subtitle or, to the extent a provision 
of this subtitle requires a rulemaking, not less than 60 days after 
publication of the final rule or regulation implementing such provi-
sion of this subtitle. 
Subtitle B—Regulation of Security-Based 
Swap Markets 
SEC. 761. DEFINITIONS UNDER THE SECURITIES EXCHANGE ACT OF 
1934. 
(a) DEFINITIONS.—Section 3(a) of the Securities Exchange Act 
of 1934 (15 U.S.C. 78c(a)) is amended— 
7 USC 7a note. 
7 USC 9 note. 
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124 STAT. 1755 
PUBLIC LAW 111–203—JULY 21, 2010 
(1) in subparagraphs (A) and (B) of paragraph (5), by 
inserting ‘‘(not including security-based swaps, other than secu-
rity-based swaps with or for persons that are not eligible con-
tract participants)’’ after ‘‘securities’’ each place that term 
appears; 
(2) in paragraph (10), by inserting ‘‘security-based swap,’’ 
after ‘‘security future,’’; 
(3) in paragraph (13), by adding at the end the following: 
‘‘For security-based swaps, such terms include the execution, 
termination (prior to its scheduled maturity date), assignment, 
exchange, or similar transfer or conveyance of, or extinguishing 
of rights or obligations under, a security-based swap, as the 
context may require.’’; 
(4) in paragraph (14), by adding at the end the following: 
‘‘For security-based swaps, such terms include the execution, 
termination (prior to its scheduled maturity date), assignment, 
exchange, or similar transfer or conveyance of, or extinguishing 
of rights or obligations under, a security-based swap, as the 
context may require.’’; 
(5) in paragraph (39)— 
(A) in subparagraph (B)(i)— 
(i) in subclause (I), by striking ‘‘or government 
securities dealer’’ and inserting ‘‘government securities 
dealer, security-based swap dealer, or major security- 
based swap participant’’; and 
(ii) in subclause (II), by inserting ‘‘security-based 
swap dealer, major security-based swap participant,’’ 
after ‘‘government securities dealer,’’; 
(B) in subparagraph (C), by striking ‘‘or government 
securities dealer’’ and inserting ‘‘government securities 
dealer, security-based swap dealer, or major security-based 
swap participant’’; and 
(C) in subparagraph (D), by inserting ‘‘security-based 
swap dealer, major security-based swap participant,’’ after 
‘‘government securities dealer,’’; and 
(6) by adding at the end the following: 
‘‘(65) ELIGIBLE CONTRACT PARTICIPANT.—The term ‘eligible 
contract participant’ has the same meaning as in section 1a 
of the Commodity Exchange Act (7 U.S.C. 1a). 
‘‘(66) MAJOR
SWAP
PARTICIPANT.—The term ‘major swap 
participant’ has the same meaning as in section 1a of the 
Commodity Exchange Act (7 U.S.C. 1a). 
‘‘(67) MAJOR SECURITY-BASED SWAP PARTICIPANT.— 
‘‘(A) IN
GENERAL.—The term ‘major security-based 
swap participant’ means any person— 
‘‘(i) who is not a security-based swap dealer; and 
‘‘(ii)(I) who maintains a substantial position in 
security-based swaps for any of the major security- 
based swap categories, as such categories are deter-
mined by the Commission, excluding both positions 
held for hedging or mitigating commercial risk and 
positions maintained by any employee benefit plan (or 
any contract held by such a plan) as defined in para-
graphs (3) and (32) of section 3 of the Employee Retire-
ment Income Security Act of 1974 (29 U.S.C. 1002) 
for the primary purpose of hedging or mitigating any 
risk directly associated with the operation of the plan; 
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124 STAT. 1756 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(II) whose outstanding security-based swaps 
create substantial counterparty exposure that could 
have serious adverse effects on the financial stability 
of the United States banking system or financial mar-
kets; or 
‘‘(III) that is a financial entity that— 
‘‘(aa) is highly leveraged relative to the amount 
of capital such entity holds and that is not subject 
to capital requirements established by an appro-
priate Federal banking agency; and 
‘‘(bb) maintains a substantial position in out-
standing security-based swaps in any major secu-
rity-based swap category, as such categories are 
determined by the Commission. 
‘‘(B) DEFINITION OF SUBSTANTIAL POSITION.—For pur-
poses of subparagraph (A), the Commission shall define, 
by rule or regulation, the term ‘substantial position’ at 
the threshold that the Commission determines to be pru-
dent for the effective monitoring, management, and over-
sight of entities that are systemically important or can 
significantly impact the financial system of the United 
States. In setting the definition under this subparagraph, 
the Commission shall consider the person’s relative position 
in uncleared as opposed to cleared security-based swaps 
and may take into consideration the value and quality 
of collateral held against counterparty exposures. 
‘‘(C) SCOPE OF DESIGNATION.—For purposes of subpara-
graph (A), a person may be designated as a major security- 
based swap participant for 1 or more categories of security- 
based swaps without being classified as a major security- 
based swap participant for all classes of security-based 
swaps. 
‘‘(68) SECURITY-BASED SWAP.— 
‘‘(A) IN GENERAL.—Except as provided in subparagraph 
(B), the term ‘security-based swap’ means any agreement, 
contract, or transaction that— 
‘‘(i) is a swap, as that term is defined under section 
1a of the Commodity Exchange Act (without regard 
to paragraph (47)(B)(x) of such section); and 
‘‘(ii) is based on— 
‘‘(I) an index that is a narrow-based security 
index, including any interest therein or on the 
value thereof; 
‘‘(II) a single security or loan, including any 
interest therein or on the value thereof; or 
‘‘(III) the occurrence, nonoccurrence, or extent 
of the occurrence of an event relating to a single 
issuer of a security or the issuers of securities 
in a narrow-based security index, provided that 
such event directly affects the financial state-
ments, financial condition, or financial obligations 
of the issuer. 
‘‘(B) RULE
OF
CONSTRUCTION
REGARDING
MASTER 
AGREEMENTS.—The term ‘security-based swap’ shall be con-
strued to include a master agreement that provides for 
an agreement, contract, or transaction that is a security- 
based swap pursuant to subparagraph (A), together with 
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124 STAT. 1757 
PUBLIC LAW 111–203—JULY 21, 2010 
all supplements to any such master agreement, without 
regard to whether the master agreement contains an agree-
ment, contract, or transaction that is not a security-based 
swap pursuant to subparagraph (A), except that the master 
agreement shall be considered to be a security-based swap 
only with respect to each agreement, contract, or trans-
action under the master agreement that is a security- 
based swap pursuant to subparagraph (A). 
‘‘(C) EXCLUSIONS.—The term ‘security-based swap’ does 
not include any agreement, contract, or transaction that 
meets the definition of a security-based swap only because 
such agreement, contract, or transaction references, is 
based upon, or settles through the transfer, delivery, or 
receipt of an exempted security under paragraph (12), as 
in effect on the date of enactment of the Futures Trading 
Act of 1982 (other than any municipal security as defined 
in paragraph (29) as in effect on the date of enactment 
of the Futures Trading Act of 1982), unless such agreement, 
contract, or transaction is of the character of, or is com-
monly known in the trade as, a put, call, or other option. 
‘‘(D) MIXED
SWAP.—The term ‘security-based swap’ 
includes any agreement, contract, or transaction that is 
as described in subparagraph (A) and also is based on 
the value of 1 or more interest or other rates, currencies, 
commodities, instruments of indebtedness, indices, quan-
titative measures, other financial or economic interest or 
property of any kind (other than a single security or a 
narrow-based security index), or the occurrence, non-occur-
rence, or the extent of the occurrence of an event or contin-
gency associated with a potential financial, economic, or 
commercial consequence (other than an event described 
in subparagraph (A)(ii)(III)). 
‘‘(E) RULE OF CONSTRUCTION REGARDING USE OF THE 
TERM INDEX.—The term ‘index’ means an index or group 
of securities, including any interest therein or based on 
the value thereof. 
‘‘(69) SWAP.—The term ‘swap’ has the same meaning as 
in section 1a of the Commodity Exchange Act (7 U.S.C. 1a). 
‘‘(70) PERSON
ASSOCIATED
WITH
A
SECURITY-BASED
SWAP 
DEALER OR MAJOR SECURITY-BASED SWAP PARTICIPANT.— 
‘‘(A) IN GENERAL.—The term ‘person associated with 
a security-based swap dealer or major security-based swap 
participant’ or ‘associated person of a security-based swap 
dealer or major security-based swap participant’ means— 
‘‘(i) any partner, officer, director, or branch man-
ager of such security-based swap dealer or major secu-
rity-based swap participant (or any person occupying 
a similar status or performing similar functions); 
‘‘(ii) any person directly or indirectly controlling, 
controlled by, or under common control with such secu-
rity-based swap dealer or major security-based swap 
participant; or 
‘‘(iii) any employee of such security-based swap 
dealer or major security-based swap participant. 
‘‘(B) EXCLUSION.—Other than for purposes of section 
15F(l)(2), the term ‘person associated with a security-based 
swap dealer or major security-based swap participant’ or 
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124 STAT. 1758 
PUBLIC LAW 111–203—JULY 21, 2010 
‘associated person of a security-based swap dealer or major 
security-based swap participant’ does not include any per-
son associated with a security-based swap dealer or major 
security-based swap participant whose functions are solely 
clerical or ministerial. 
‘‘(71) SECURITY-BASED SWAP DEALER.— 
‘‘(A) IN
GENERAL.—The term ‘security-based swap 
dealer’ means any person who— 
‘‘(i) holds themself out as a dealer in security- 
based swaps; 
‘‘(ii) makes a market in security-based swaps; 
‘‘(iii) regularly enters into security-based swaps 
with counterparties as an ordinary course of business 
for its own account; or 
‘‘(iv) engages in any activity causing it to be com-
monly known in the trade as a dealer or market maker 
in security-based swaps. 
‘‘(B) DESIGNATION BY TYPE OR CLASS.—A person may 
be designated as a security-based swap dealer for a single 
type or single class or category of security-based swap 
or activities and considered not to be a security-based swap 
dealer for other types, classes, or categories of security- 
based swaps or activities. 
‘‘(C) 
EXCEPTION.—The 
term 
‘security-based 
swap 
dealer’ does not include a person that enters into security- 
based swaps for such person’s own account, either individ-
ually or in a fiduciary capacity, but not as a part of regular 
business. 
‘‘(D) DE MINIMIS EXCEPTION.—The Commission shall 
exempt from designation as a security-based swap dealer 
an entity that engages in a de minimis quantity of security- 
based swap dealing in connection with transactions with 
or on behalf of its customers. The Commission shall promul-
gate regulations to establish factors with respect to the 
making of any determination to exempt. 
‘‘(72) APPROPRIATE FEDERAL BANKING AGENCY.—The term 
‘appropriate Federal banking agency’ has the same meaning 
as in section 3(q) of the Federal Deposit Insurance Act (12 
U.S.C. 1813(q)). 
‘‘(73) BOARD.—The term ‘Board’ means the Board of Gov-
ernors of the Federal Reserve System. 
‘‘(74) PRUDENTIAL REGULATOR.—The term ‘prudential regu-
lator’ has the same meaning as in section 1a of the Commodity 
Exchange Act (7 U.S.C. 1a). 
‘‘(75) SECURITY-BASED SWAP DATA REPOSITORY.—The term 
‘security-based swap data repository’ means any person that 
collects and maintains information or records with respect to 
transactions or positions in, or the terms and conditions of, 
security-based swaps entered into by third parties for the pur-
pose of providing a centralized recordkeeping facility for secu-
rity-based swaps. 
‘‘(76) SWAP DEALER.—The term ‘swap dealer’ has the same 
meaning as in section 1a of the Commodity Exchange Act 
(7 U.S.C. 1a). 
‘‘(77) SECURITY-BASED
SWAP
EXECUTION
FACILITY.—The 
term ‘security-based swap execution facility’ means a trading 
system or platform in which multiple participants have the 
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124 STAT. 1759 
PUBLIC LAW 111–203—JULY 21, 2010 
ability to execute or trade security-based swaps by accepting 
bids and offers made by multiple participants in the facility 
or system, through any means of interstate commerce, including 
any trading facility, that— 
‘‘(A) facilitates the execution of security-based swaps 
between persons; and 
‘‘(B) is not a national securities exchange. 
‘‘(78) SECURITY-BASED SWAP AGREEMENT.— 
‘‘(A) IN GENERAL.—For purposes of sections 9, 10, 16, 
20, and 21A of this Act, and section 17 of the Securities 
Act of 1933 (15 U.S.C. 77q), the term ‘security-based swap 
agreement’ means a swap agreement as defined in section 
206A of the Gramm-Leach-Bliley Act (15 U.S.C. 78c note) 
of which a material term is based on the price, yield, 
value, or volatility of any security or any group or index 
of securities, or any interest therein. 
‘‘(B) EXCLUSIONS.—The term ‘security-based swap 
agreement’ does not include any security-based swap.’’. 
(b) AUTHORITY TO FURTHER DEFINE TERMS.—The Securities 
and Exchange Commission may, by rule, further define— 
(1) the term ‘‘commercial risk’’; 
(2) any other term included in an amendment to the Securi-
ties Exchange Act of 1934 (15 U.S.C. 78c(a)) made by this 
subtitle; and 
(3) the terms ‘‘security-based swap’’, ‘‘security-based swap 
dealer’’, ‘‘major security-based swap participant’’, and ‘‘eligible 
contract participant’’, with regard to security-based swaps (as 
such terms are defined in the amendments made by subsection 
(a)) for the purpose of including transactions and entities that 
have been structured to evade this subtitle or the amendments 
made by this subtitle. 
SEC. 762. REPEAL OF PROHIBITION ON REGULATION OF SECURITY- 
BASED SWAP AGREEMENTS. 
(a) REPEAL.—Sections 206B and 206C of the Gramm-Leach- 
Bliley Act (Public Law 106–102; 15 U.S.C. 78c note) are repealed. 
(b) CONFORMING AMENDMENTS TO GRAMM-LEACH-BLILEY.—Sec-
tion 206A(a) of the Gramm-Leach-Bliley Act (15 U.S.C. 78c note) 
is amended in the material preceding paragraph (1), by striking 
‘‘Except as’’ and all that follows through ‘‘that—’’ and inserting 
the following: ‘‘Except as provided in subsection (b), as used in 
this section, the term ‘swap agreement’ means any agreement, 
contract, or transaction that—’’. 
(c) CONFORMING AMENDMENTS
TO
THE SECURITIES ACT
OF 
1933.— 
(1) Section 2A of the Securities Act of 1933 (15 U.S.C. 
77b–1) is amended— 
(A) by striking subsection (a) and reserving that sub-
section; and 
(B) by striking ‘‘(as defined in section 206B of the 
Gramm-Leach-Bliley Act)’’ each place that such term 
appears and inserting ‘‘(as defined in section 3(a)(78) of 
the Securities Exchange Act of 1934)’’. 
(2) Section 17 of the Securities Act of 1933 (15 U.S.C. 
77q) is amended— 
(A) in subsection (a)— 
15 USC 8341. 
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124 STAT. 1760 
PUBLIC LAW 111–203—JULY 21, 2010 
(i) by inserting ‘‘(including security-based swaps)’’ 
after ‘‘securities’’; and 
(ii) by striking ‘‘(as defined in section 206B of 
the Gramm-Leach-Bliley Act)’’ and inserting ‘‘(as 
defined in section 3(a)(78) of the Securities Exchange 
Act)’’; and 
(B) in subsection (d), by striking ‘‘206B of the Gramm- 
Leach-Bliley Act’’ and inserting ‘‘3(a)(78) of the Securities 
Exchange Act of 1934’’. 
(d) CONFORMING AMENDMENTS TO THE SECURITIES EXCHANGE 
ACT OF 1934.—The Securities Exchange Act of 1934 (15 U.S.C. 
78a et seq.) is amended— 
(1) in section 3A (15 U.S.C. 78c–1)— 
(A) by striking subsection (a) and reserving that sub-
section; and 
(B) by striking ‘‘(as defined in section 206B of the 
Gramm-Leach-Bliley Act)’’ each place that the term 
appears; 
(2) in section 9 (15 U.S.C. 78i)— 
(A) in subsection (a), by striking paragraphs (2) 
through (5) and inserting the following: 
‘‘(2) To effect, alone or with 1 or more other persons, a series 
of transactions in any security registered on a national securities 
exchange, any security not so registered, or in connection with 
any security-based swap or security-based swap agreement with 
respect to such security creating actual or apparent active trading 
in such security, or raising or depressing the price of such security, 
for the purpose of inducing the purchase or sale of such security 
by others. 
‘‘(3) If a dealer, broker, security-based swap dealer, major secu-
rity-based swap participant, or other person selling or offering 
for sale or purchasing or offering to purchase the security, a secu-
rity-based swap, or a security-based swap agreement with respect 
to such security, to induce the purchase or sale of any security 
registered on a national securities exchange, any security not so 
registered, any security-based swap, or any security-based swap 
agreement with respect to such security by the circulation or 
dissemination in the ordinary course of business of information 
to the effect that the price of any such security will or is likely 
to rise or fall because of market operations of any 1 or more 
persons conducted for the purpose of raising or depressing the 
price of such security. 
‘‘(4) If a dealer, broker, security-based swap dealer, major secu-
rity-based swap participant, or other person selling or offering 
for sale or purchasing or offering to purchase the security, a secu-
rity-based swap, or security-based swap agreement with respect 
to such security, to make, regarding any security registered on 
a national securities exchange, any security not so registered, any 
security-based swap, or any security-based swap agreement with 
respect to such security, for the purpose of inducing the purchase 
or sale of such security, such security-based swap, or such security- 
based swap agreement any statement which was at the time and 
in the light of the circumstances under which it was made, false 
or misleading with respect to any material fact, and which that 
person knew or had reasonable ground to believe was so false 
or misleading. 
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124 STAT. 1761 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(5) For a consideration, received directly or indirectly from 
a broker, dealer, security-based swap dealer, major security-based 
swap participant, or other person selling or offering for sale or 
purchasing or offering to purchase the security, a security-based 
swap, or security-based swap agreement with respect to such secu-
rity, to induce the purchase of any security registered on a national 
securities exchange, any security not so registered, any security- 
based swap, or any security-based swap agreement with respect 
to such security by the circulation or dissemination of information 
to the effect that the price of any such security will or is likely 
to rise or fall because of the market operations of any 1 or more 
persons conducted for the purpose of raising or depressing the 
price of such security.’’; and 
(B) in subsection (i), by striking ‘‘(as defined in section 
206B of the Gramm-Leach-Bliley Act)’’; 
(3) in section 10 (15 U.S.C. 78j)— 
(A) in subsection (b), by striking ‘‘(as defined in section 
206B of the Gramm-Leach-Bliley Act),’’ each place that 
term appears; and 
(B) in the matter following subsection (b), by striking 
‘‘(as defined in section 206B of the Gramm-Leach-Bliley 
Act), in each place that such terms appear’’; 
(4) in section 15 (15 U.S.C. 78o)— 
(A) in subsection (c)(1)(A), by striking ‘‘(as defined in 
section 206B of the Gramm-Leach-Bliley Act),’’; 
(B) in subparagraphs (B) and (C) of subsection (c)(1), 
by striking ‘‘(as defined in section 206B of the Gramm- 
Leach-Bliley Act)’’ each place that term appears; 
(C) by redesignating subsection (i), as added by section 
303(f) of the Commodity Futures Modernization Act of 2000 
(Public Law 106–554; 114 Stat. 2763A–455)), as subsection 
(j); and 
(D) in subsection (j), as redesignated by subparagraph 
(C), by striking ‘‘(as defined in section 206B of the Gramm- 
Leach-Bliley Act)’’; 
(5) in section 16 (15 U.S.C. 78p)— 
(A) in subsection (a)(2)(C), by striking ‘‘(as defined 
in section 206(b) of the Gramm-Leach-Bliley Act (15 U.S.C. 
78c note))’’; 
(B) in subsection (a)(3)(B), by inserting ‘‘or security- 
based swaps’’ after ‘‘security-based swap agreement’’; 
(C) in the first sentence of subsection (b), by striking 
‘‘(as defined in section 206B of the Gramm-Leach-Bliley 
Act)’’; 
(D) in the third sentence of subsection (b), by striking 
‘‘(as defined in section 206B of the Gramm-Leach Bliley 
Act)’’ and inserting ‘‘or a security-based swap’’; and 
(E) in subsection (g), by striking ‘‘(as defined in section 
206B of the Gramm-Leach-Bliley Act)’’; 
(6) in section 20 (15 U.S.C. 78t), 
(A) in subsection (d), by striking ‘‘(as defined in section 
206B of the Gramm-Leach-Bliley Act)’’; and 
(B) in subsection (f), by striking ‘‘(as defined in section 
206B of the Gramm-Leach-Bliley Act)’’; and 
(7) in section 21A (15 U.S.C. 78u–1)— 
(A) in subsection (a)(1), by striking ‘‘(as defined in 
section 206B of the Gramm-Leach-Bliley Act)’’; and 
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124 STAT. 1762 
PUBLIC LAW 111–203—JULY 21, 2010 
(B) in subsection (g), by striking ‘‘(as defined in section 
206B of the Gramm-Leach-Bliley Act)’’. 
SEC. 763. AMENDMENTS TO THE SECURITIES EXCHANGE ACT OF 1934. 
(a) CLEARING
FOR SECURITY-BASED SWAPS.—The Securities 
Exchange Act of 1934 (15 U.S.C. 78a et seq.) is amended by 
inserting after section 3B (as added by section 717 of this Act): 
‘‘SEC. 3C. CLEARING FOR SECURITY-BASED SWAPS. 
‘‘(a) IN GENERAL.— 
‘‘(1) STANDARD
FOR
CLEARING.—It shall be unlawful for 
any person to engage in a security-based swap unless that 
person submits such security-based swap for clearing to a 
clearing agency that is registered under this Act or a clearing 
agency that is exempt from registration under this Act if the 
security-based swap is required to be cleared. 
‘‘(2) OPEN ACCESS.—The rules of a clearing agency described 
in paragraph (1) shall— 
‘‘(A) prescribe that all security-based swaps submitted 
to the clearing agency with the same terms and conditions 
are economically equivalent within the clearing agency and 
may be offset with each other within the clearing agency; 
and 
‘‘(B) provide for non-discriminatory clearing of a secu-
rity-based swap executed bilaterally or on or through the 
rules of an unaffiliated national securities exchange or 
security-based swap execution facility. 
‘‘(b) COMMISSION REVIEW.— 
‘‘(1) COMMISSION-INITIATED REVIEW.— 
‘‘(A) The Commission on an ongoing basis shall review 
each security-based swap, or any group, category, type, 
or class of security-based swaps to make a determination 
that such security-based swap, or group, category, type, 
or class of security-based swaps should be required to be 
cleared. 
‘‘(B) The Commission shall provide at least a 30-day 
public comment period regarding any determination under 
subparagraph (A). 
‘‘(2) SWAP SUBMISSIONS.— 
‘‘(A) A clearing agency shall submit to the Commission 
each security-based swap, or any group, category, type, 
or class of security-based swaps that it plans to accept 
for clearing and provide notice to its members (in a manner 
to be determined by the Commission) of such submission. 
‘‘(B) Any security-based swap or group, category, type, 
or class of security-based swaps listed for clearing by a 
clearing agency as of the date of enactment of this sub-
section shall be considered submitted to the Commission. 
‘‘(C) The Commission shall— 
‘‘(i) make available to the public any submission 
received under subparagraphs (A) and (B); 
‘‘(ii) review each submission made under subpara-
graphs (A) and (B), and determine whether the secu-
rity-based swap, or group, category, type, or class of 
security-based swaps, described in the submission is 
required to be cleared; and 
‘‘(iii) provide at least a 30-day public comment 
period regarding its determination whether the 
Public comment. 
Public 
information. 
Notice. 
Public comment. 
15 USC 78c–3. 
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124 STAT. 1763 
PUBLIC LAW 111–203—JULY 21, 2010 
clearing requirement under subsection (a)(1) shall 
apply to the submission. 
‘‘(3) DEADLINE.—The Commission shall make its determina-
tion under paragraph (2)(C) not later than 90 days after 
receiving a submission made under paragraphs (2)(A) and 
(2)(B), unless the submitting clearing agency agrees to an exten-
sion for the time limitation established under this paragraph. 
‘‘(4) DETERMINATION.— 
‘‘(A) In reviewing a submission made under paragraph 
(2), the Commission shall review whether the submission 
is consistent with section 17A. 
‘‘(B) In reviewing a security-based swap, group of secu-
rity-based swaps or class of security-based swaps pursuant 
to paragraph (1) or a submission made under paragraph 
(2), the Commission shall take into account the following 
factors: 
‘‘(i) The existence of significant outstanding 
notional exposures, trading liquidity and adequate 
pricing data. 
‘‘(ii) The availability of rule framework, capacity, 
operational expertise and resources, and credit support 
infrastructure to clear the contract on terms that are 
consistent with the material terms and trading conven-
tions on which the contract is then traded. 
‘‘(iii) The effect on the mitigation of systemic risk, 
taking into account the size of the market for such 
contract and the resources of the clearing agency avail-
able to clear the contract. 
‘‘(iv) The effect on competition, including appro-
priate fees and charges applied to clearing. 
‘‘(v) The existence of reasonable legal certainty 
in the event of the insolvency of the relevant clearing 
agency or 1 or more of its clearing members with 
regard to the treatment of customer and security-based 
swap counterparty positions, funds, and property. 
‘‘(C) In making a determination under subsection (b)(1) 
or paragraph (2)(C) that the clearing requirement shall 
apply, the Commission may require such terms and condi-
tions to the requirement as the Commission determines 
to be appropriate. 
‘‘(5) RULES.—Not later than 1 year after the date of the 
enactment of this section, the Commission shall adopt rules 
for a clearing agency’s submission for review, pursuant to this 
subsection, of a security-based swap, or a group, category, type, 
or class of security-based swaps, that it seeks to accept for 
clearing. Nothing in this paragraph limits the Commission 
from making a determination under paragraph (2)(C) for secu-
rity-based swaps described in paragraph (2)(B). 
‘‘(c) STAY OF CLEARING REQUIREMENT.— 
‘‘(1) IN GENERAL.—After making a determination pursuant 
to subsection (b)(2), the Commission, on application of a 
counterparty to a security-based swap or on its own initiative, 
may stay the clearing requirement of subsection (a)(1) until 
the Commission completes a review of the terms of the security- 
based swap (or the group, category, type, or class of security- 
based swaps) and the clearing arrangement. 
Deadline. 
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124 STAT. 1764 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(2) DEADLINE.—The Commission shall complete a review 
undertaken pursuant to paragraph (1) not later than 90 days 
after issuance of the stay, unless the clearing agency that 
clears the security-based swap, or group, category, type, or 
class of security-based swaps, agrees to an extension of the 
time limitation established under this paragraph. 
‘‘(3) DETERMINATION.—Upon completion of the review 
undertaken pursuant to paragraph (1), the Commission may— 
‘‘(A) determine, unconditionally or subject to such 
terms and conditions as the Commission determines to 
be appropriate, that the security-based swap, or group, 
category, type, or class of security-based swaps, must be 
cleared pursuant to this subsection if it finds that such 
clearing is consistent with subsection (b)(4); or 
‘‘(B) determine that the clearing requirement of sub-
section (a)(1) shall not apply to the security-based swap, 
or group, category, type, or class of security-based swaps. 
‘‘(4) RULES.—Not later than 1 year after the date of the 
enactment of this section, the Commission shall adopt rules 
for reviewing, pursuant to this subsection, a clearing agency’s 
clearing of a security-based swap, or a group, category, type, 
or class of security-based swaps, that it has accepted for 
clearing. 
‘‘(d) PREVENTION OF EVASION.— 
‘‘(1) IN GENERAL.—The Commission shall prescribe rules 
under this section (and issue interpretations of rules prescribed 
under this section), as determined by the Commission to be 
necessary to prevent evasions of the mandatory clearing 
requirements under this Act. 
‘‘(2) DUTY OF COMMISSION TO INVESTIGATE AND TAKE CER-
TAIN
ACTIONS.—To the extent the Commission finds that a 
particular security-based swap or any group, category, type, 
or class of security-based swaps that would otherwise be subject 
to mandatory clearing but no clearing agency has listed the 
security-based swap or the group, category, type, or class of 
security-based swaps for clearing, the Commission shall— 
‘‘(A) investigate the relevant facts and circumstances; 
‘‘(B) within 30 days issue a public report containing 
the results of the investigation; and 
‘‘(C) take such actions as the Commission determines 
to be necessary and in the public interest, which may 
include requiring the retaining of adequate margin or cap-
ital by parties to the security-based swap or the group, 
category, type, or class of security-based swaps. 
‘‘(3) EFFECT ON AUTHORITY.—Nothing in this subsection— 
‘‘(A) authorizes the Commission to adopt rules 
requiring a clearing agency to list for clearing a security- 
based swap or any group, category, type, or class of secu-
rity-based swaps if the clearing of the security-based swap 
or the group, category, type, or class of security-based 
swaps would threaten the financial integrity of the clearing 
agency; and 
‘‘(B) affects the authority of the Commission to enforce 
the open access provisions of subsection (a)(2) with respect 
to a security-based swap or the group, category, type, or 
class of security-based swaps that is listed for clearing 
by a clearing agency. 
Deadline. 
Reports. 
Regulations. 
Deadline. 
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124 STAT. 1765 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(e) REPORTING TRANSITION RULES.—Rules adopted by the 
Commission under this section shall provide for the reporting of 
data, as follows: 
‘‘(1) Security-based swaps entered into before the date of 
the enactment of this section shall be reported to a registered 
security-based swap data repository or the Commission no later 
than 180 days after the effective date of this section. 
‘‘(2) Security-based swaps entered into on or after such 
date of enactment shall be reported to a registered security- 
based swap data repository or the Commission no later than 
the later of— 
‘‘(A) 90 days after such effective date; or 
‘‘(B) such other time after entering into the security- 
based swap as the Commission may prescribe by rule or 
regulation. 
‘‘(f) CLEARING TRANSITION RULES.— 
‘‘(1) Security-based swaps entered into before the date of 
the enactment of this section are exempt from the clearing 
requirements of this subsection if reported pursuant to sub-
section (e)(1). 
‘‘(2) Security-based swaps entered into before application 
of the clearing requirement pursuant to this section are exempt 
from the clearing requirements of this section if reported pursu-
ant to subsection (e)(2). 
‘‘(g) EXCEPTIONS.— 
‘‘(1) IN GENERAL.—The requirements of subsection (a)(1) 
shall not apply to a security-based swap if 1 of the counterpar-
ties to the security-based swap— 
‘‘(A) is not a financial entity; 
‘‘(B) is using security-based swaps to hedge or mitigate 
commercial risk; and 
‘‘(C) notifies the Commission, in a manner set forth 
by the Commission, how it generally meets its financial 
obligations associated with entering into non-cleared secu-
rity-based swaps. 
‘‘(2) OPTION
TO
CLEAR.—The application of the clearing 
exception in paragraph (1) is solely at the discretion of the 
counterparty to the security-based swap that meets the condi-
tions of subparagraphs (A) through (C) of paragraph (1). 
‘‘(3) FINANCIAL ENTITY DEFINITION.— 
‘‘(A) IN GENERAL.—For the purposes of this subsection, 
the term ‘financial entity’ means— 
‘‘(i) a swap dealer; 
‘‘(ii) a security-based swap dealer; 
‘‘(iii) a major swap participant; 
‘‘(iv) a major security-based swap participant; 
‘‘(v) a commodity pool as defined in section 1a(10) 
of the Commodity Exchange Act; 
‘‘(vi) a private fund as defined in section 202(a) 
of the Investment Advisers Act of 1940 (15 U.S.C. 
80–b–2(a)); 
‘‘(vii) an employee benefit plan as defined in para-
graphs (3) and (32) of section 3 of the Employee Retire-
ment Income Security Act of 1974 (29 U.S.C. 1002); 
‘‘(viii) a person predominantly engaged in activities 
that are in the business of banking or financial in 
Notification. 
Deadlines. 
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124 STAT. 1766 
PUBLIC LAW 111–203—JULY 21, 2010 
nature, as defined in section 4(k) of the Bank Holding 
Company Act of 1956. 
‘‘(B) EXCLUSION.—The Commission shall consider 
whether to exempt small banks, savings associations, farm 
credit system institutions, and credit unions, including— 
‘‘(i) depository institutions with total assets of 
$10,000,000,000 or less; 
‘‘(ii) farm credit system institutions with total 
assets of $10,000,000,000 or less; or 
‘‘(iii) 
credit 
unions 
with 
total 
assets 
of 
$10,000,000,000 or less. 
‘‘(4) TREATMENT OF AFFILIATES.— 
‘‘(A) IN GENERAL.—An affiliate of a person that qualifies 
for an exception under this subsection (including affiliate 
entities predominantly engaged in providing financing for 
the purchase of the merchandise or manufactured goods 
of the person) may qualify for the exception only if the 
affiliate, acting on behalf of the person and as an agent, 
uses the security-based swap to hedge or mitigate the 
commercial risk of the person or other affiliate of the 
person that is not a financial entity. 
‘‘(B) PROHIBITION RELATING TO CERTAIN AFFILIATES.— 
The exception in subparagraph (A) shall not apply if the 
affiliate is— 
‘‘(i) a swap dealer; 
‘‘(ii) a security-based swap dealer; 
‘‘(iii) a major swap participant; 
‘‘(iv) a major security-based swap participant; 
‘‘(v) an issuer that would be an investment com-
pany, as defined in section 3 of the Investment Com-
pany Act of 1940 (15 U.S.C. 80a–3), but for paragraph 
(1) or (7) of subsection (c) of that Act (15 U.S.C. 80a– 
3(c)); 
‘‘(vi) a commodity pool; or 
‘‘(vii) 
a 
bank 
holding 
company 
with 
over 
$50,000,000,000 in consolidated assets. 
‘‘(C) TRANSITION RULE FOR AFFILIATES.—An affiliate, 
subsidiary, or a wholly owned entity of a person that quali-
fies for an exception under subparagraph (A) and is 
predominantly engaged in providing financing for the pur-
chase or lease of merchandise or manufactured goods of 
the person shall be exempt from the margin requirement 
described in section 15F(e) and the clearing requirement 
described in subsection (a) with regard to security-based 
swaps entered into to mitigate the risk of the financing 
activities for not less than a 2-year period beginning on 
the date of enactment of this subparagraph. 
‘‘(5) ELECTION OF COUNTERPARTY.— 
‘‘(A) 
SECURITY-BASED
SWAPS
REQUIRED
TO
BE 
CLEARED.—With respect to any security-based swap that 
is subject to the mandatory clearing requirement under 
subsection (a) and entered into by a security-based swap 
dealer or a major security-based swap participant with 
a counterparty that is not a swap dealer, major swap 
participant, security-based swap dealer, or major security- 
based swap participant, the counterparty shall have the 
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124 STAT. 1767 
PUBLIC LAW 111–203—JULY 21, 2010 
sole right to select the clearing agency at which the secu-
rity-based swap will be cleared. 
‘‘(B) SECURITY-BASED
SWAPS
NOT
REQUIRED
TO
BE 
CLEARED.—With respect to any security-based swap that 
is not subject to the mandatory clearing requirement under 
subsection (a) and entered into by a security-based swap 
dealer or a major security-based swap participant with 
a counterparty that is not a swap dealer, major swap 
participant, security-based swap dealer, or major security- 
based swap participant, the counterparty— 
‘‘(i) may elect to require clearing of the security- 
based swap; and 
‘‘(ii) shall have the sole right to select the clearing 
agency at which the security-based swap will be 
cleared. 
‘‘(6) ABUSE OF EXCEPTION.—The Commission may prescribe 
such rules or issue interpretations of the rules as the Commis-
sion determines to be necessary to prevent abuse of the excep-
tions described in this subsection. The Commission may also 
request information from those persons claiming the clearing 
exception as necessary to prevent abuse of the exceptions 
described in this subsection. 
‘‘(h) TRADE EXECUTION.— 
‘‘(1) IN GENERAL.—With respect to transactions involving 
security-based swaps subject to the clearing requirement of 
subsection (a)(1), counterparties shall— 
‘‘(A) execute the transaction on an exchange; or 
‘‘(B) execute the transaction on a security-based swap 
execution facility registered under section 3D or a security- 
based swap execution facility that is exempt from registra-
tion under section 3D(e). 
‘‘(2) EXCEPTION.—The requirements of subparagraphs (A) 
and (B) of paragraph (1) shall not apply if no exchange or 
security-based swap execution facility makes the security-based 
swap available to trade or for security-based swap transactions 
subject to the clearing exception under subsection (g). 
‘‘(i) BOARD APPROVAL.—Exemptions from the requirements of 
this section to clear a security-based swap or execute a security- 
based swap through a national securities exchange or security- 
based swap execution facility shall be available to a counterparty 
that is an issuer of securities that are registered under section 
12 or that is required to file reports pursuant to section 15(d), 
only if an appropriate committee of the issuer’s board or governing 
body has reviewed and approved the issuer’s decision to enter 
into security-based swaps that are subject to such exemptions. 
‘‘(j) DESIGNATION OF CHIEF COMPLIANCE OFFICER.— 
‘‘(1) IN GENERAL.—Each registered clearing agency shall 
designate an individual to serve as a chief compliance officer. 
‘‘(2) DUTIES.—The chief compliance officer shall— 
‘‘(A) report directly to the board or to the senior officer 
of the clearing agency; 
‘‘(B) in consultation with its board, a body performing 
a function similar thereto, or the senior officer of the reg-
istered clearing agency, resolve any conflicts of interest 
that may arise; 
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124 STAT. 1768 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(C) be responsible for administering each policy and 
procedure that is required to be established pursuant to 
this section; 
‘‘(D) ensure compliance with this title (including regula-
tions issued under this title) relating to agreements, con-
tracts, or transactions, including each rule prescribed by 
the Commission under this section; 
‘‘(E) establish procedures for the remediation of non-
compliance issues identified by the compliance officer 
through any— 
‘‘(i) compliance office review; 
‘‘(ii) look-back; 
‘‘(iii) internal or external audit finding; 
‘‘(iv) self-reported error; or 
‘‘(v) validated complaint; and 
‘‘(F) establish and follow appropriate procedures for 
the handling, management response, remediation, re-
testing, and closing of noncompliance issues. 
‘‘(3) ANNUAL REPORTS.— 
‘‘(A) IN GENERAL.—In accordance with rules prescribed 
by the Commission, the chief compliance officer shall 
annually prepare and sign a report that contains a descrip-
tion of— 
‘‘(i) the compliance of the registered clearing 
agency or security-based swap execution facility of the 
compliance officer with respect to this title (including 
regulations under this title); and 
‘‘(ii) each policy and procedure of the registered 
clearing agency of the compliance officer (including 
the code of ethics and conflict of interest policies of 
the registered clearing agency). 
‘‘(B) REQUIREMENTS.—A compliance report under 
subparagraph (A) shall— 
‘‘(i) accompany each appropriate financial report 
of the registered clearing agency that is required to 
be furnished to the Commission pursuant to this sec-
tion; and 
‘‘(ii) include a certification that, under penalty of 
law, the compliance report is accurate and complete.’’. 
(b) CLEARING AGENCY REQUIREMENTS.—Section 17A of the 
Securities Exchange Act of 1934 (15 U.S.C. 78q–1) is amended 
by adding at the end the following: 
‘‘(g) REGISTRATION REQUIREMENT.—It shall be unlawful for a 
clearing agency, unless registered with the Commission, directly 
or indirectly to make use of the mails or any means or instrumen-
tality of interstate commerce to perform the functions of a clearing 
agency with respect to a security-based swap. 
‘‘(h) VOLUNTARY REGISTRATION.—A person that clears agree-
ments, contracts, or transactions that are not required to be cleared 
under this title may register with the Commission as a clearing 
agency. 
‘‘(i) STANDARDS FOR CLEARING AGENCIES CLEARING SECURITY- 
BASED SWAP TRANSACTIONS.—To be registered and to maintain 
registration as a clearing agency that clears security-based swap 
transactions, a clearing agency shall comply with such standards 
as the Commission may establish by rule. In establishing any 
such standards, and in the exercise of its oversight of such a 
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124 STAT. 1769 
PUBLIC LAW 111–203—JULY 21, 2010 
clearing agency pursuant to this title, the Commission may conform 
such standards or oversight to reflect evolving United States and 
international standards. Except where the Commission determines 
otherwise by rule or regulation, a clearing agency shall have reason-
able discretion in establishing the manner in which it complies 
with any such standards. 
‘‘(j) RULES.—The Commission shall adopt rules governing per-
sons that are registered as clearing agencies for security-based 
swaps under this title. 
‘‘(k) EXEMPTIONS.—The Commission may exempt, conditionally 
or unconditionally, a clearing agency from registration under this 
section for the clearing of security-based swaps if the Commission 
determines that the clearing agency is subject to comparable, com-
prehensive supervision and regulation by the Commodity Futures 
Trading Commission or the appropriate government authorities 
in the home country of the agency. Such conditions may include, 
but are not limited to, requiring that the clearing agency be avail-
able for inspection by the Commission and make available all 
information requested by the Commission. 
‘‘(l) EXISTING
DEPOSITORY
INSTITUTIONS
AND
DERIVATIVE 
CLEARING ORGANIZATIONS.— 
‘‘(1) IN GENERAL.—A depository institution or derivative 
clearing organization registered with the Commodity Futures 
Trading Commission under the Commodity Exchange Act that 
is required to be registered as a clearing agency under this 
section is deemed to be registered under this section solely 
for the purpose of clearing security-based swaps to the extent 
that, before the date of enactment of this subsection— 
‘‘(A) the depository institution cleared swaps as a multi-
lateral clearing organization; or 
‘‘(B) the derivative clearing organization cleared swaps 
pursuant to an exemption from registration as a clearing 
agency. 
‘‘(2) CONVERSION OF DEPOSITORY INSTITUTIONS.—A deposi-
tory institution to which this subsection applies may, by the 
vote of the shareholders owning not less than 51 percent of 
the voting interests of the depository institution, be converted 
into a State corporation, partnership, limited liability company, 
or similar legal form pursuant to a plan of conversion, if the 
conversion is not in contravention of applicable State law. 
‘‘(3) SHARING OF INFORMATION.—The Commodity Futures 
Trading Commission shall make available to the Commission, 
upon request, all information determined to be relevant by 
the Commodity Futures Trading Commission regarding a 
derivatives clearing organization deemed to be registered with 
the Commission under paragraph (1). 
‘‘(m) MODIFICATION
OF CORE PRINCIPLES.—The Commission 
may conform the core principles established in this section to reflect 
evolving United States and international standards.’’. 
(c) SECURITY-BASED SWAP EXECUTION FACILITIES.—The Securi-
ties Exchange Act of 1934 (15 U.S.C. 78a et seq.) is amended 
by inserting after section 3C (as added by subsection (a) of this 
section) the following: 
‘‘SEC. 3D. SECURITY-BASED SWAP EXECUTION FACILITIES. 
‘‘(a) REGISTRATION.— 
15 USC 78c–4. 
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124 STAT. 1770 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(1) IN GENERAL.—No person may operate a facility for 
the trading or processing of security-based swaps, unless the 
facility is registered as a security-based swap execution facility 
or as a national securities exchange under this section. 
‘‘(2) DUAL REGISTRATION.—Any person that is registered 
as a security-based swap execution facility under this section 
shall register with the Commission regardless of whether the 
person also is registered with the Commodity Futures Trading 
Commission as a swap execution facility. 
‘‘(b) TRADING AND TRADE PROCESSING.—A security-based swap 
execution facility that is registered under subsection (a) may— 
‘‘(1) make available for trading any security-based swap; 
and 
‘‘(2) facilitate trade processing of any security-based swap. 
‘‘(c) IDENTIFICATION OF FACILITY USED TO TRADE SECURITY- 
BASED SWAPS BY NATIONAL SECURITIES EXCHANGES.—A national 
securities exchange shall, to the extent that the exchange also 
operates a security-based swap execution facility and uses the same 
electronic trade execution system for listing and executing trades 
of security-based swaps on or through the exchange and the facility, 
identify whether electronic trading of such security-based swaps 
is taking place on or through the national securities exchange 
or the security-based swap execution facility. 
‘‘(d) CORE PRINCIPLES FOR SECURITY-BASED SWAP EXECUTION 
FACILITIES.— 
‘‘(1) COMPLIANCE WITH CORE PRINCIPLES.— 
‘‘(A) IN GENERAL.—To be registered, and maintain reg-
istration, as a security-based swap execution facility, the 
security-based swap execution facility shall comply with— 
‘‘(i) the core principles described in this subsection; 
and 
‘‘(ii) any requirement that the Commission may 
impose by rule or regulation. 
‘‘(B) REASONABLE DISCRETION OF SECURITY-BASED SWAP 
EXECUTION FACILITY.—Unless otherwise determined by the 
Commission, by rule or regulation, a security-based swap 
execution facility described in subparagraph (A) shall have 
reasonable discretion in establishing the manner in which 
it complies with the core principles described in this sub-
section. 
‘‘(2) COMPLIANCE
WITH
RULES.—A security-based swap 
execution facility shall— 
‘‘(A) establish and enforce compliance with any rule 
established by such security-based swap execution facility, 
including— 
‘‘(i) the terms and conditions of the security-based 
swaps traded or processed on or through the facility; 
and 
‘‘(ii) any limitation on access to the facility; 
‘‘(B) establish and enforce trading, trade processing, 
and participation rules that will deter abuses and have 
the capacity to detect, investigate, and enforce those rules, 
including means— 
‘‘(i) to provide market participants with impartial 
access to the market; and 
‘‘(ii) to capture information that may be used in 
establishing whether rule violations have occurred; and 
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124 STAT. 1771 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(C) establish rules governing the operation of the 
facility, including rules specifying trading procedures to 
be used in entering and executing orders traded or posted 
on the facility, including block trades. 
‘‘(3) SECURITY-BASED SWAPS NOT READILY SUSCEPTIBLE TO 
MANIPULATION.—The security-based swap execution facility 
shall permit trading only in security-based swaps that are 
not readily susceptible to manipulation. 
‘‘(4) MONITORING OF TRADING AND TRADE PROCESSING.— 
The security-based swap execution facility shall— 
‘‘(A) establish and enforce rules or terms and conditions 
defining, or specifications detailing— 
‘‘(i) trading procedures to be used in entering and 
executing orders traded on or through the facilities 
of the security-based swap execution facility; and 
‘‘(ii) procedures for trade processing of security- 
based swaps on or through the facilities of the security- 
based swap execution facility; and 
‘‘(B) monitor trading in security-based swaps to prevent 
manipulation, price distortion, and disruptions of the 
delivery or cash settlement process through surveillance, 
compliance, and disciplinary practices and procedures, 
including methods for conducting real-time monitoring of 
trading and comprehensive and accurate trade reconstruc-
tions. 
‘‘(5) ABILITY TO OBTAIN INFORMATION.—The security-based 
swap execution facility shall— 
‘‘(A) establish and enforce rules that will allow the 
facility to obtain any necessary information to perform 
any of the functions described in this subsection; 
‘‘(B) provide the information to the Commission on 
request; and 
‘‘(C) have the capacity to carry out such international 
information-sharing agreements as the Commission may 
require. 
‘‘(6) FINANCIAL INTEGRITY OF TRANSACTIONS.—The security- 
based swap execution facility shall establish and enforce rules 
and procedures for ensuring the financial integrity of security- 
based swaps entered on or through the facilities of the security- 
based swap execution facility, including the clearance and 
settlement of security-based swaps pursuant to section 3C(a)(1). 
‘‘(7) EMERGENCY
AUTHORITY.—The security-based swap 
execution facility shall adopt rules to provide for the exercise 
of emergency authority, in consultation or cooperation with 
the Commission, as is necessary and appropriate, including 
the authority to liquidate or transfer open positions in any 
security-based swap or to suspend or curtail trading in a secu-
rity-based swap. 
‘‘(8) TIMELY PUBLICATION OF TRADING INFORMATION.— 
‘‘(A) IN GENERAL.—The security-based swap execution 
facility shall make public timely information on price, 
trading volume, and other trading data on security-based 
swaps to the extent prescribed by the Commission. 
‘‘(B) CAPACITY
OF
SECURITY-BASED
SWAP
EXECUTION 
FACILITY.—The security-based swap execution facility shall 
be required to have the capacity to electronically capture 
Public 
information. 
Regulations. 
Regulations. 
Procedures. 
Regulations. 
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124 STAT. 1772 
PUBLIC LAW 111–203—JULY 21, 2010 
and transmit and disseminate trade information with 
respect to transactions executed on or through the facility. 
‘‘(9) RECORDKEEPING AND REPORTING.— 
‘‘(A) IN
GENERAL.—A security-based swap execution 
facility shall— 
‘‘(i) maintain records of all activities relating to 
the business of the facility, including a complete audit 
trail, in a form and manner acceptable to the Commis-
sion for a period of 5 years; and 
‘‘(ii) report to the Commission, in a form and 
manner acceptable to the Commission, such informa-
tion as the Commission determines to be necessary 
or appropriate for the Commission to perform the 
duties of the Commission under this title. 
‘‘(B) REQUIREMENTS.—The Commission shall adopt 
data collection and reporting requirements for security- 
based swap execution facilities that are comparable to cor-
responding requirements for clearing agencies and security- 
based swap data repositories. 
‘‘(10) ANTITRUST
CONSIDERATIONS.—Unless necessary or 
appropriate to achieve the purposes of this title, the security- 
based swap execution facility shall not— 
‘‘(A) adopt any rules or taking any actions that result 
in any unreasonable restraint of trade; or 
‘‘(B) impose any material anticompetitive burden on 
trading or clearing. 
‘‘(11) CONFLICTS OF INTEREST.—The security-based swap 
execution facility shall— 
‘‘(A) establish and enforce rules to minimize conflicts 
of interest in its decision-making process; and 
‘‘(B) establish a process for resolving the conflicts of 
interest. 
‘‘(12) FINANCIAL RESOURCES.— 
‘‘(A) IN GENERAL.—The security-based swap execution 
facility shall have adequate financial, operational, and 
managerial resources to discharge each responsibility of 
the security-based swap execution facility, as determined 
by the Commission. 
‘‘(B) DETERMINATION
OF
RESOURCE
ADEQUACY.—The 
financial resources of a security-based swap execution 
facility shall be considered to be adequate if the value 
of the financial resources— 
‘‘(i) enables the organization to meet its financial 
obligations to its members and participants notwith-
standing a default by the member or participant cre-
ating the largest financial exposure for that organiza-
tion in extreme but plausible market conditions; and 
‘‘(ii) exceeds the total amount that would enable 
the security-based swap execution facility to cover the 
operating costs of the security-based swap execution 
facility for a 1-year period, as calculated on a rolling 
basis. 
‘‘(13) SYSTEM
SAFEGUARDS.—The security-based swap 
execution facility shall— 
Process. 
Regulations. 
Time period. 
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124 STAT. 1773 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(A) establish and maintain a program of risk analysis 
and oversight to identify and minimize sources of oper-
ational risk, through the development of appropriate con-
trols and procedures, and automated systems, that— 
‘‘(i) are reliable and secure; and 
‘‘(ii) have adequate scalable capacity; 
‘‘(B) establish and maintain emergency procedures, 
backup facilities, and a plan for disaster recovery that 
allow for— 
‘‘(i) the timely recovery and resumption of oper-
ations; and 
‘‘(ii) the fulfillment of the responsibilities and 
obligations of the security-based swap execution 
facility; and 
‘‘(C) periodically conduct tests to verify that the backup 
resources of the security-based swap execution facility are 
sufficient to ensure continued— 
‘‘(i) order processing and trade matching; 
‘‘(ii) price reporting; 
‘‘(iii) market surveillance; and 
‘‘(iv) maintenance of a comprehensive and accurate 
audit trail. 
‘‘(14) DESIGNATION OF CHIEF COMPLIANCE OFFICER.— 
‘‘(A) IN GENERAL.—Each security-based swap execution 
facility shall designate an individual to serve as a chief 
compliance officer. 
‘‘(B) DUTIES.—The chief compliance officer shall— 
‘‘(i) report directly to the board or to the senior 
officer of the facility; 
‘‘(ii) review compliance with the core principles 
in this subsection; 
‘‘(iii) in consultation with the board of the facility, 
a body performing a function similar to that of a board, 
or the senior officer of the facility, resolve any conflicts 
of interest that may arise; 
‘‘(iv) be responsible for establishing and admin-
istering the policies and procedures required to be 
established pursuant to this section; 
‘‘(v) ensure compliance with this title and the rules 
and regulations issued under this title, including rules 
prescribed by the Commission pursuant to this section; 
‘‘(vi) establish procedures for the remediation of 
noncompliance issues found during— 
‘‘(I) compliance office reviews; 
‘‘(II) look backs; 
‘‘(III) internal or external audit findings; 
‘‘(IV) self-reported errors; or 
‘‘(V) through validated complaints; and 
‘‘(vii) establish and follow appropriate procedures 
for the handling, management response, remediation, 
retesting, and closing of noncompliance issues. 
‘‘(C) ANNUAL REPORTS.— 
‘‘(i) IN GENERAL.—In accordance with rules pre-
scribed by the Commission, the chief compliance officer 
shall annually prepare and sign a report that contains 
a description of— 
Tests. 
Procedures. 
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124 STAT. 1774 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(I) the compliance of the security-based swap 
execution facility with this title; and 
‘‘(II) the policies and procedures, including the 
code of ethics and conflict of interest policies, of 
the security-based security-based swap execution 
facility. 
‘‘(ii) REQUIREMENTS.—The chief compliance officer 
shall— 
‘‘(I) submit each report described in clause 
(i) with the appropriate financial report of the 
security-based swap execution facility that is 
required to be submitted to the Commission pursu-
ant to this section; and 
‘‘(II) include in the report a certification that, 
under penalty of law, the report is accurate and 
complete. 
‘‘(e) EXEMPTIONS.—The Commission may exempt, conditionally 
or unconditionally, a security-based swap execution facility from 
registration under this section if the Commission finds that the 
facility is subject to comparable, comprehensive supervision and 
regulation on a consolidated basis by the Commodity Futures 
Trading Commission. 
‘‘(f) RULES.—The Commission shall prescribe rules governing 
the regulation of security-based swap execution facilities under 
this section.’’. 
(d) SEGREGATION OF ASSETS HELD AS COLLATERAL IN SECURITY- 
BASED SWAP TRANSACTIONS.—The Securities Exchange Act of 1934 
(15 U.S.C. 78a et seq.) is amended by inserting after section 3D 
(as added by subsection (b)) the following: 
‘‘SEC. 3E. SEGREGATION OF ASSETS HELD AS COLLATERAL IN SECU-
RITY-BASED SWAP TRANSACTIONS. 
‘‘(a) REGISTRATION REQUIREMENT.—It shall be unlawful for any 
person to accept any money, securities, or property (or to extend 
any credit in lieu of money, securities, or property) from, for, or 
on behalf of a security-based swaps customer to margin, guarantee, 
or secure a security-based swap cleared by or through a clearing 
agency (including money, securities, or property accruing to the 
customer as the result of such a security-based swap), unless the 
person shall have registered under this title with the Commission 
as a broker, dealer, or security-based swap dealer, and the registra-
tion shall not have expired nor been suspended nor revoked. 
‘‘(b) CLEARED SECURITY-BASED SWAPS.— 
‘‘(1) SEGREGATION REQUIRED.—A broker, dealer, or security- 
based swap dealer shall treat and deal with all money, securi-
ties, and property of any security-based swaps customer 
received to margin, guarantee, or secure a security-based swap 
cleared by or though a clearing agency (including money, securi-
ties, or property accruing to the security-based swaps customer 
as the result of such a security-based swap) as belonging to 
the security-based swaps customer. 
‘‘(2) COMMINGLING
PROHIBITED.—Money, securities, and 
property of a security-based swaps customer described in para-
graph (1) shall be separately accounted for and shall not be 
commingled with the funds of the broker, dealer, or security- 
based swap dealer or be used to margin, secure, or guarantee 
15 USC 78c–5. 
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124 STAT. 1775 
PUBLIC LAW 111–203—JULY 21, 2010 
any trades or contracts of any security-based swaps customer 
or person other than the person for whom the same are held. 
‘‘(c) EXCEPTIONS.— 
‘‘(1) USE OF FUNDS.— 
‘‘(A) IN
GENERAL.—Notwithstanding subsection (b), 
money, securities, and property of a security-based swaps 
customer of a broker, dealer, or security-based swap dealer 
described in subsection (b) may, for convenience, be 
commingled and deposited in the same 1 or more accounts 
with any bank or trust company or with a clearing agency. 
‘‘(B) WITHDRAWAL.—Notwithstanding subsection (b), 
such share of the money, securities, and property described 
in subparagraph (A) as in the normal course of business 
shall be necessary to margin, guarantee, secure, transfer, 
adjust, or settle a cleared security-based swap with a 
clearing agency, or with any member of the clearing agency, 
may be withdrawn and applied to such purposes, including 
the payment of commissions, brokerage, interest, taxes, 
storage, and other charges, lawfully accruing in connection 
with the cleared security-based swap. 
‘‘(2) COMMISSION ACTION.—Notwithstanding subsection (b), 
in accordance with such terms and conditions as the Commis-
sion may prescribe by rule, regulation, or order, any money, 
securities, or property of the security-based swaps customer 
of a broker, dealer, or security-based swap dealer described 
in subsection (b) may be commingled and deposited as provided 
in this section with any other money, securities, or property 
received by the broker, dealer, or security-based swap dealer 
and required by the Commission to be separately accounted 
for and treated and dealt with as belonging to the security- 
based swaps customer of the broker, dealer, or security-based 
swap dealer. 
‘‘(d) PERMITTED INVESTMENTS.—Money described in subsection 
(b) may be invested in obligations of the United States, in general 
obligations of any State or of any political subdivision of a State, 
and in obligations fully guaranteed as to principal and interest 
by the United States, or in any other investment that the Commis-
sion may by rule or regulation prescribe, and such investments 
shall be made in accordance with such rules and regulations and 
subject to such conditions as the Commission may prescribe. 
‘‘(e) PROHIBITION.—It shall be unlawful for any person, 
including any clearing agency and any depository institution, that 
has received any money, securities, or property for deposit in a 
separate account or accounts as provided in subsection (b) to hold, 
dispose of, or use any such money, securities, or property as 
belonging to the depositing broker, dealer, or security-based swap 
dealer or any person other than the swaps customer of the broker, 
dealer, or security-based swap dealer. 
‘‘(f) SEGREGATION REQUIREMENTS FOR UNCLEARED SECURITY- 
BASED SWAPS.— 
‘‘(1) SEGREGATION
OF
ASSETS
HELD
AS
COLLATERAL
IN 
UNCLEARED SECURITY-BASED SWAP TRANSACTIONS.— 
‘‘(A) NOTIFICATION.—A security-based swap dealer or 
major security-based swap participant shall be required 
to notify the counterparty of the security-based swap dealer 
or major security-based swap participant at the beginning 
of a security-based swap transaction that the counterparty 
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124 STAT. 1776 
PUBLIC LAW 111–203—JULY 21, 2010 
has the right to require segregation of the funds of other 
property supplied to margin, guarantee, or secure the 
obligations of the counterparty. 
‘‘(B) SEGREGATION AND MAINTENANCE OF FUNDS.—At 
the request of a counterparty to a security-based swap 
that provides funds or other property to a security-based 
swap dealer or major security-based swap participant to 
margin, guarantee, or secure the obligations of the 
counterparty, the security-based swap dealer or major secu-
rity-based swap participant shall— 
‘‘(i) segregate the funds or other property for the 
benefit of the counterparty; and 
‘‘(ii) in accordance with such rules and regulations 
as the Commission may promulgate, maintain the 
funds or other property in a segregated account sepa-
rate from the assets and other interests of the security- 
based swap dealer or major security-based swap 
participant. 
‘‘(2) APPLICABILITY.—The requirements described in para-
graph (1) shall— 
‘‘(A) apply only to a security-based swap between a 
counterparty and a security-based swap dealer or major 
security-based swap participant that is not submitted for 
clearing to a clearing agency; and 
‘‘(B)(i) not apply to variation margin payments; or 
‘‘(ii) 
not 
preclude 
any 
commercial 
arrangement 
regarding— 
‘‘(I) the investment of segregated funds or other 
property that may only be invested in such investments 
as the Commission may permit by rule or regulation; 
and 
‘‘(II) the related allocation of gains and losses 
resulting from any investment of the segregated funds 
or other property. 
‘‘(3) USE OF INDEPENDENT THIRD-PARTY CUSTODIANS.—The 
segregated account described in paragraph (1) shall be— 
‘‘(A) carried by an independent third-party custodian; 
and 
‘‘(B) designated as a segregated account for and on 
behalf of the counterparty. 
‘‘(4) REPORTING REQUIREMENT.—If the counterparty does 
not choose to require segregation of the funds or other property 
supplied to margin, guarantee, or secure the obligations of 
the counterparty, the security-based swap dealer or major secu-
rity-based swap participant shall report to the counterparty 
of the security-based swap dealer or major security-based swap 
participant on a quarterly basis that the back office procedures 
of the security-based swap dealer or major security-based swap 
participant relating to margin and collateral requirements are 
in compliance with the agreement of the counterparties. 
‘‘(g) BANKRUPTCY.—A security-based swap, as defined in section 
3(a)(68) shall be considered to be a security as such term is used 
in section 101(53A)(B) and subchapter III of title 11, United States 
Code. An account that holds a security-based swap, other than 
a portfolio margining account referred to in section 15(c)(3)(C) shall 
be considered to be a securities account, as that term is defined 
in section 741 of title 11, United States Code. The definitions 
Applicability. 
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124 STAT. 1777 
PUBLIC LAW 111–203—JULY 21, 2010 
of the terms ‘purchase’ and ‘sale’ in section 3(a)(13) and (14) shall 
be applied to the terms ‘purchase’ and ‘sale’, as used in section 
741 of title 11, United States Code. The term ‘customer’, as defined 
in section 741 of title 11, United States Code, excludes any person, 
to the extent that such person has a claim based on any open 
repurchase agreement, open reverse repurchase agreement, stock 
borrowed agreement, non-cleared option, or non-cleared security- 
based swap except to the extent of any margin delivered to or 
by the customer with respect to which there is a customer protection 
requirement under section 15(c)(3) or a segregation requirement.’’. 
(e) TRADING IN SECURITY-BASED SWAPS.—Section 6 of the Secu-
rities Exchange Act of 1934 (15 U.S.C. 78f) is amended by adding 
at the end the following: 
‘‘(l) SECURITY-BASED SWAPS.—It shall be unlawful for any per-
son to effect a transaction in a security-based swap with or for 
a person that is not an eligible contract participant, unless such 
transaction is effected on a national securities exchange registered 
pursuant to subsection (b).’’. 
(f) ADDITIONS OF SECURITY-BASED SWAPS TO CERTAIN ENFORCE-
MENT PROVISIONS.—Section 9(b) of the Securities Exchange Act 
of 1934 (15 U.S.C. 78i(b)) is amended by striking paragraphs (1) 
through (3) and inserting the following: 
‘‘(1) any transaction in connection with any security 
whereby any party to such transaction acquires— 
‘‘(A) any put, call, straddle, or other option or privilege 
of buying the security from or selling the security to 
another without being bound to do so; 
‘‘(B) any security futures product on the security; or 
‘‘(C) any security-based swap involving the security 
or the issuer of the security; 
‘‘(2) any transaction in connection with any security with 
relation to which such person has, directly or indirectly, any 
interest in any— 
‘‘(A) such put, call, straddle, option, or privilege; 
‘‘(B) such security futures product; or 
‘‘(C) such security-based swap; or 
‘‘(3) any transaction in any security for the account of 
any person who such person has reason to believe has, and 
who actually has, directly or indirectly, any interest in any— 
‘‘(A) such put, call, straddle, option, or privilege; 
‘‘(B) such security futures product with relation to such 
security; or 
‘‘(C) any security-based swap involving such security 
or the issuer of such security.’’. 
(g) RULEMAKING AUTHORITY TO PREVENT FRAUD, MANIPULA-
TION AND DECEPTIVE CONDUCT IN SECURITY-BASED SWAPS.—Section 
9 of the Securities Exchange Act of 1934 (15 U.S.C. 78i) is amended 
by adding at the end the following: 
‘‘(j) It shall be unlawful for any person, directly or indirectly, 
by the use of any means or instrumentality of interstate commerce 
or of the mails, or of any facility of any national securities exchange, 
to effect any transaction in, or to induce or attempt to induce 
the purchase or sale of, any security-based swap, in connection 
with which such person engages in any fraudulent, deceptive, or 
manipulative act or practice, makes any fictitious quotation, or 
engages in any transaction, practice, or course of business which 
operates as a fraud or deceit upon any person. The Commission 
Regulations. 
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124 STAT. 1778 
PUBLIC LAW 111–203—JULY 21, 2010 
shall, for the purposes of this subsection, by rules and regulations 
define, and prescribe means reasonably designed to prevent, such 
transactions, acts, practices, and courses of business as are fraudu-
lent, deceptive, or manipulative, and such quotations as are ficti-
tious.’’. 
(h) POSITION LIMITS AND POSITION ACCOUNTABILITY FOR SECU-
RITY-BASED
SWAPS.—The Securities Exchange Act of 1934 is 
amended by inserting after section 10A (15 U.S.C. 78j–1) the fol-
lowing: 
‘‘SEC. 10B. POSITION LIMITS AND POSITION ACCOUNTABILITY FOR 
SECURITY-BASED SWAPS AND LARGE TRADER REPORTING. 
‘‘(a) POSITION LIMITS.—As a means reasonably designed to pre-
vent fraud and manipulation, the Commission shall, by rule or 
regulation, as necessary or appropriate in the public interest or 
for the protection of investors, establish limits (including related 
hedge exemption provisions) on the size of positions in any security- 
based swap that may be held by any person. In establishing such 
limits, the Commission may require any person to aggregate posi-
tions in— 
‘‘(1) any security-based swap and any security or loan or 
group of securities or loans on which such security-based swap 
is based, which such security-based swap references, or to which 
such security-based swap is related as described in paragraph 
(68) of section 3(a), and any other instrument relating to such 
security or loan or group or index of securities or loans; or 
‘‘(2) any security-based swap and— 
‘‘(A) any security or group or index of securities, the 
price, yield, value, or volatility of which, or of which any 
interest therein, is the basis for a material term of such 
security-based swap as described in paragraph (68) of sec-
tion 3(a); and 
‘‘(B) any other instrument relating to the same security 
or group or index of securities described under subpara-
graph (A). 
‘‘(b) EXEMPTIONS.—The Commission, by rule, regulation, or 
order, may conditionally or unconditionally exempt any person or 
class of persons, any security-based swap or class of security-based 
swaps, or any transaction or class of transactions from any require-
ment the Commission may establish under this section with respect 
to position limits. 
‘‘(c) SRO RULES.— 
‘‘(1) IN GENERAL.—As a means reasonably designed to pre-
vent fraud or manipulation, the Commission, by rule, regula-
tion, or order, as necessary or appropriate in the public interest, 
for the protection of investors, or otherwise in furtherance 
of the purposes of this title, may direct a self-regulatory 
organization— 
‘‘(A) to adopt rules regarding the size of positions in 
any security-based swap that may be held by— 
‘‘(i) any member of such self-regulatory organiza-
tion; or 
‘‘(ii) any person for whom a member of such self- 
regulatory organization effects transactions in such 
security-based swap; and 
Fraud. 
Regulations. 
15 USC 78j–2. 
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124 STAT. 1779 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(B) to adopt rules reasonably designed to ensure 
compliance with requirements prescribed by the Commis-
sion under this subsection. 
‘‘(2) REQUIREMENT
TO
AGGREGATE
POSITIONS.—In estab-
lishing the limits under paragraph (1), the self-regulatory 
organization may require such member or person to aggregate 
positions in— 
‘‘(A) any security-based swap and any security or loan 
or group or narrow-based security index of securities or 
loans on which such security-based swap is based, which 
such security-based swap references, or to which such secu-
rity-based swap is related as described in section 3(a)(68), 
and any other instrument relating to such security or loan 
or group or narrow-based security index of securities or 
loans; or 
‘‘(B)(i) any security-based swap; and 
‘‘(ii) any security-based swap and any other instrument 
relating to the same security or group or narrow-based 
security index of securities. 
‘‘(d) LARGE TRADER REPORTING.—The Commission, by rule or 
regulation, may require any person that effects transactions for 
such person’s own account or the account of others in any securities- 
based swap or uncleared security-based swap and any security 
or loan or group or narrow-based security index of securities or 
loans as set forth in paragraphs (1) and (2) of subsection (a) under 
this section to report such information as the Commission may 
prescribe regarding any position or positions in any security-based 
swap or uncleared security-based swap and any security or loan 
or group or narrow-based security index of securities or loans and 
any other instrument relating to such security or loan or group 
or narrow-based security index of securities or loans as set forth 
in paragraphs (1) and (2) of subsection (a) under this section.’’. 
(i) PUBLIC REPORTING AND REPOSITORIES FOR SECURITY-BASED 
SWAPS.—Section 13 of the Securities Exchange Act of 1934 (15 
U.S.C. 78m) is amended by adding at the end the following: 
‘‘(m) PUBLIC AVAILABILITY OF SECURITY-BASED SWAP TRANS-
ACTION DATA.— 
‘‘(1) IN GENERAL.— 
‘‘(A) DEFINITION
OF
REAL-TIME
PUBLIC
REPORTING.— 
In this paragraph, the term ‘real-time public reporting’ 
means to report data relating to a security-based swap 
transaction, including price and volume, as soon as techno-
logically practicable after the time at which the security- 
based swap transaction has been executed. 
‘‘(B) PURPOSE.—The purpose of this subsection is to 
authorize the Commission to make security-based swap 
transaction and pricing data available to the public in 
such form and at such times as the Commission determines 
appropriate to enhance price discovery. 
‘‘(C) GENERAL RULE.—The Commission is authorized 
to provide by rule for the public availability of security- 
based swap transaction, volume, and pricing data as fol-
lows: 
‘‘(i) With respect to those security-based swaps 
that are subject to the mandatory clearing requirement 
described in section 3C(a)(1) (including those security- 
based swaps that are excepted from the requirement 
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124 STAT. 1780 
PUBLIC LAW 111–203—JULY 21, 2010 
pursuant to section 3C(g)), the Commission shall 
require real-time public reporting for such trans-
actions. 
‘‘(ii) With respect to those security-based swaps 
that are not subject to the mandatory clearing require-
ment described in section 3C(a)(1), but are cleared 
at a registered clearing agency, the Commission shall 
require real-time public reporting for such trans-
actions. 
‘‘(iii) With respect to security-based swaps that 
are not cleared at a registered clearing agency and 
which are reported to a security-based swap data 
repository or the Commission under section 3C(a)(6), 
the 
Commission 
shall 
require 
real-time 
public 
reporting for such transactions, in a manner that does 
not disclose the business transactions and market posi-
tions of any person. 
‘‘(iv) With respect to security-based swaps that 
are determined to be required to be cleared under 
section 3C(b) but are not cleared, the Commission shall 
require real-time public reporting for such trans-
actions. 
‘‘(D) REGISTERED ENTITIES AND PUBLIC REPORTING.— 
The Commission may require registered entities to publicly 
disseminate the security-based swap transaction and 
pricing data required to be reported under this paragraph. 
‘‘(E) RULEMAKING REQUIRED.—With respect to the rule 
providing for the public availability of transaction and 
pricing data for security-based swaps described in clauses 
(i) and (ii) of subparagraph (C), the rule promulgated by 
the Commission shall contain provisions— 
‘‘(i) to ensure such information does not identify 
the participants; 
‘‘(ii) to specify the criteria for determining what 
constitutes a large notional security-based swap trans-
action (block trade) for particular markets and con-
tracts; 
‘‘(iii) to specify the appropriate time delay for 
reporting large notional security-based swap trans-
actions (block trades) to the public; and 
‘‘(iv) that take into account whether the public 
disclosure will materially reduce market liquidity. 
‘‘(F) TIMELINESS OF REPORTING.—Parties to a security- 
based swap (including agents of the parties to a security- 
based swap) shall be responsible for reporting security- 
based swap transaction information to the appropriate reg-
istered entity in a timely manner as may be prescribed 
by the Commission. 
‘‘(G) REPORTING OF SWAPS TO REGISTERED SECURITY- 
BASED
SWAP
DATA
REPOSITORIES.—Each security-based 
swap (whether cleared or uncleared) shall be reported to 
a registered security-based swap data repository. 
‘‘(H) REGISTRATION OF CLEARING AGENCIES.—A clearing 
agency may register as a security-based swap data reposi-
tory. 
‘‘(2) SEMIANNUAL AND ANNUAL PUBLIC REPORTING OF AGGRE-
GATE SECURITY-BASED SWAP DATA.— 
Criteria. 
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124 STAT. 1781 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(A) IN GENERAL.—In accordance with subparagraph 
(B), the Commission shall issue a written report on a 
semiannual and annual basis to make available to the 
public information relating to— 
‘‘(i) the trading and clearing in the major security- 
based swap categories; and 
‘‘(ii) the market participants and developments in 
new products. 
‘‘(B) USE; CONSULTATION.—In preparing a report under 
subparagraph (A), the Commission shall— 
‘‘(i) use information from security-based swap data 
repositories and clearing agencies; and 
‘‘(ii) consult with the Office of the Comptroller 
of the Currency, the Bank for International Settle-
ments, and such other regulatory bodies as may be 
necessary. 
‘‘(C) AUTHORITY
OF
COMMISSION.—The Commission 
may, by rule, regulation, or order, delegate the public 
reporting responsibilities of the Commission under this 
paragraph in accordance with such terms and conditions 
as the Commission determines to be appropriate and in 
the public interest. 
‘‘(n) SECURITY-BASED SWAP DATA REPOSITORIES.— 
‘‘(1) REGISTRATION REQUIREMENT.—It shall be unlawful for 
any person, unless registered with the Commission, directly 
or indirectly, to make use of the mails or any means or 
instrumentality of interstate commerce to perform the functions 
of a security-based swap data repository. 
‘‘(2) INSPECTION AND EXAMINATION.—Each registered secu-
rity-based swap data repository shall be subject to inspection 
and examination by any representative of the Commission. 
‘‘(3) COMPLIANCE WITH CORE PRINCIPLES.— 
‘‘(A) IN GENERAL.—To be registered, and maintain reg-
istration, as a security-based swap data repository, the 
security-based swap data repository shall comply with— 
‘‘(i) the requirements and core principles described 
in this subsection; and 
‘‘(ii) any requirement that the Commission may 
impose by rule or regulation. 
‘‘(B) REASONABLE DISCRETION OF SECURITY-BASED SWAP 
DATA
REPOSITORY.—Unless otherwise determined by the 
Commission, by rule or regulation, a security-based swap 
data repository described in subparagraph (A) shall have 
reasonable discretion in establishing the manner in which 
the security-based swap data repository complies with the 
core principles described in this subsection. 
‘‘(4) STANDARD SETTING.— 
‘‘(A) DATA IDENTIFICATION.— 
‘‘(i) IN GENERAL.—In accordance with clause (ii), 
the Commission shall prescribe standards that specify 
the data elements for each security-based swap that 
shall be collected and maintained by each registered 
security-based swap data repository. 
‘‘(ii) REQUIREMENT.—In carrying out clause (i), the 
Commission shall prescribe consistent data element 
standards 
applicable 
to 
registered 
entities 
and 
reporting counterparties. 
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124 STAT. 1782 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(B) 
DATA
COLLECTION
AND
MAINTENANCE.—The 
Commission shall prescribe data collection and data 
maintenance standards for security-based swap data reposi-
tories. 
‘‘(C) COMPARABILITY.—The standards prescribed by the 
Commission under this subsection shall be comparable to 
the data standards imposed by the Commission on clearing 
agencies in connection with their clearing of security-based 
swaps. 
‘‘(5) DUTIES.—A security-based swap data repository shall— 
‘‘(A) accept data prescribed by the Commission for each 
security-based swap under subsection (b); 
‘‘(B) confirm with both counterparties to the security- 
based swap the accuracy of the data that was submitted; 
‘‘(C) maintain the data described in subparagraph (A) 
in such form, in such manner, and for such period as 
may be required by the Commission; 
‘‘(D)(i) provide direct electronic access to the Commis-
sion (or any designee of the Commission, including another 
registered entity); and 
‘‘(ii) provide the information described in subparagraph 
(A) in such form and at such frequency as the Commission 
may require to comply with the public reporting require-
ments set forth in subsection (m); 
‘‘(E) at the direction of the Commission, establish auto-
mated systems for monitoring, screening, and analyzing 
security-based swap data; 
‘‘(F) maintain the privacy of any and all security-based 
swap transaction information that the security-based swap 
data repository receives from a security-based swap dealer, 
counterparty, or any other registered entity; and 
‘‘(G) on a confidential basis pursuant to section 24, 
upon request, and after notifying the Commission of the 
request, make available all data obtained by the security- 
based 
swap 
data 
repository, 
including 
individual 
counterparty trade and position data, to— 
‘‘(i) each appropriate prudential regulator; 
‘‘(ii) the Financial Stability Oversight Council; 
‘‘(iii) the Commodity Futures Trading Commission; 
‘‘(iv) the Department of Justice; and 
‘‘(v) any other person that the Commission deter-
mines to be appropriate, including— 
‘‘(I) foreign financial supervisors (including for-
eign futures authorities); 
‘‘(II) foreign central banks; and 
‘‘(III) foreign ministries. 
‘‘(H) CONFIDENTIALITY
AND
INDEMNIFICATION
AGREE-
MENT.—Before the security-based swap data repository may 
share information with any entity described in subpara-
graph (G)— 
‘‘(i) the security-based swap data repository shall 
receive a written agreement from each entity stating 
that the entity shall abide by the confidentiality 
requirements described in section 24 relating to the 
information on security-based swap transactions that 
is provided; and 
Confidentiality. 
Notification. 
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124 STAT. 1783 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(ii) each entity shall agree to indemnify the secu-
rity-based swap data repository and the Commission 
for any expenses arising from litigation relating to 
the information provided under section 24. 
‘‘(6) DESIGNATION OF CHIEF COMPLIANCE OFFICER.— 
‘‘(A) IN
GENERAL.—Each security-based swap data 
repository shall designate an individual to serve as a chief 
compliance officer. 
‘‘(B) DUTIES.—The chief compliance officer shall— 
‘‘(i) report directly to the board or to the senior 
officer of the security-based swap data repository; 
‘‘(ii) review the compliance of the security-based 
swap data repository with respect to the requirements 
and core principles described in this subsection; 
‘‘(iii) in consultation with the board of the security- 
based swap data repository, a body performing a func-
tion similar to the board of the security-based swap 
data repository, or the senior officer of the security- 
based swap data repository, resolve any conflicts of 
interest that may arise; 
‘‘(iv) be responsible for administering each policy 
and procedure that is required to be established pursu-
ant to this section; 
‘‘(v) ensure compliance with this title (including 
regulations) relating to agreements, contracts, or trans-
actions, including each rule prescribed by the Commis-
sion under this section; 
‘‘(vi) establish procedures for the remediation of 
noncompliance issues identified by the chief compliance 
officer through any— 
‘‘(I) compliance office review; 
‘‘(II) look-back; 
‘‘(III) internal or external audit finding; 
‘‘(IV) self-reported error; or 
‘‘(V) validated complaint; and 
‘‘(vii) establish and follow appropriate procedures 
for the handling, management response, remediation, 
retesting, and closing of noncompliance issues. 
‘‘(C) ANNUAL REPORTS.— 
‘‘(i) IN GENERAL.—In accordance with rules pre-
scribed by the Commission, the chief compliance officer 
shall annually prepare and sign a report that contains 
a description of— 
‘‘(I) the compliance of the security-based swap 
data repository of the chief compliance officer with 
respect to this title (including regulations); and 
‘‘(II) each policy and procedure of the security- 
based swap data repository of the chief compliance 
officer (including the code of ethics and conflict 
of interest policies of the security-based swap data 
repository). 
‘‘(ii) REQUIREMENTS.—A compliance report under 
clause (i) shall— 
‘‘(I) accompany each appropriate financial 
report of the security-based swap data repository 
that is required to be furnished to the Commission 
pursuant to this section; and 
Regulations. 
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124 STAT. 1784 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(II) include a certification that, under penalty 
of law, the compliance report is accurate and com-
plete. 
‘‘(7) CORE PRINCIPLES APPLICABLE TO SECURITY-BASED SWAP 
DATA REPOSITORIES.— 
‘‘(A) ANTITRUST CONSIDERATIONS.—Unless necessary or 
appropriate to achieve the purposes of this title, the swap 
data repository shall not— 
‘‘(i) adopt any rule or take any action that results 
in any unreasonable restraint of trade; or 
‘‘(ii) impose any material anticompetitive burden 
on the trading, clearing, or reporting of transactions. 
‘‘(B) GOVERNANCE
ARRANGEMENTS.—Each security- 
based swap data repository shall establish governance 
arrangements that are transparent— 
‘‘(i) to fulfill public interest requirements; and 
‘‘(ii) to support the objectives of the Federal 
Government, owners, and participants. 
‘‘(C) CONFLICTS
OF
INTEREST.—Each security-based 
swap data repository shall— 
‘‘(i) establish and enforce rules to minimize con-
flicts of interest in the decision-making process of the 
security-based swap data repository; and 
‘‘(ii) establish a process for resolving any conflicts 
of interest described in clause (i). 
‘‘(D) ADDITIONAL DUTIES DEVELOPED BY COMMISSION.— 
‘‘(i) IN GENERAL.—The Commission may develop 
1 or more additional duties applicable to security-based 
swap data repositories. 
‘‘(ii) CONSIDERATION OF EVOLVING STANDARDS.—In 
developing additional duties under subparagraph (A), 
the Commission may take into consideration any 
evolving standard of the United States or the inter-
national community. 
‘‘(iii) ADDITIONAL
DUTIES
FOR
COMMISSION
DES-
IGNEES.—The Commission shall establish additional 
duties 
for 
any 
registrant 
described 
in 
section 
13(m)(2)(C) in order to minimize conflicts of interest, 
protect data, ensure compliance, and guarantee the 
safety and security of the security-based swap data 
repository. 
‘‘(8) REQUIRED
REGISTRATION
FOR
SECURITY-BASED
SWAP 
DATA REPOSITORIES.—Any person that is required to be reg-
istered as a security-based swap data repository under this 
subsection shall register with the Commission, regardless of 
whether that person is also licensed under the Commodity 
Exchange Act as a swap data repository. 
‘‘(9) RULES.—The Commission shall adopt rules governing 
persons that are registered under this subsection.’’. 
SEC. 764. REGISTRATION AND REGULATION OF SECURITY-BASED SWAP 
DEALERS AND MAJOR SECURITY-BASED SWAP PARTICI-
PANTS. 
(a) IN GENERAL.—The Securities Exchange Act of 1934 (15 
U.S.C. 78a et seq.) is amended by inserting after section 15E 
(15 U.S.C. 78o–7) the following: 
Process. 
Regulations. 
Certification. 
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124 STAT. 1785 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘SEC. 15F. REGISTRATION AND REGULATION OF SECURITY-BASED 
SWAP DEALERS AND MAJOR SECURITY-BASED SWAP 
PARTICIPANTS. 
‘‘(a) REGISTRATION.— 
‘‘(1) SECURITY-BASED SWAP DEALERS.—It shall be unlawful 
for any person to act as a security-based swap dealer unless 
the person is registered as a security-based swap dealer with 
the Commission. 
‘‘(2) MAJOR SECURITY-BASED SWAP PARTICIPANTS.—It shall 
be unlawful for any person to act as a major security-based 
swap participant unless the person is registered as a major 
security-based swap participant with the Commission. 
‘‘(b) REQUIREMENTS.— 
‘‘(1) IN GENERAL.—A person shall register as a security- 
based swap dealer or major security-based swap participant 
by filing a registration application with the Commission. 
‘‘(2) CONTENTS.— 
‘‘(A) IN GENERAL.—The application shall be made in 
such form and manner as prescribed by the Commission, 
and shall contain such information, as the Commission 
considers necessary concerning the business in which the 
applicant is or will be engaged. 
‘‘(B) CONTINUAL
REPORTING.—A person that is reg-
istered as a security-based swap dealer or major security- 
based swap participant shall continue to submit to the 
Commission reports that contain such information per-
taining to the business of the person as the Commission 
may require. 
‘‘(3) EXPIRATION.—Each registration under this section shall 
expire at such time as the Commission may prescribe by rule 
or regulation. 
‘‘(4) RULES.—Except as provided in subsections (d) and 
(e), the Commission may prescribe rules applicable to security- 
based swap dealers and major security-based swap participants, 
including rules that limit the activities of non-bank security- 
based swap dealers and major security-based swap participants. 
‘‘(5) TRANSITION.—Not later than 1 year after the date 
of enactment of the Wall Street Transparency and Account-
ability Act of 2010, the Commission shall issue rules under 
this section to provide for the registration of security-based 
swap dealers and major security-based swap participants. 
‘‘(6) STATUTORY DISQUALIFICATION.—Except to the extent 
otherwise specifically provided by rule, regulation, or order 
of the Commission, it shall be unlawful for a security-based 
swap dealer or a major security-based swap participant to 
permit any person associated with a security-based swap dealer 
or a major security-based swap participant who is subject to 
a statutory disqualification to effect or be involved in effecting 
security-based swaps on behalf of the security-based swap 
dealer or major security-based swap participant, if the security- 
based swap dealer or major security-based swap participant 
knew, or in the exercise of reasonable care should have known, 
of the statutory disqualification. 
‘‘(c) DUAL REGISTRATION.— 
‘‘(1) SECURITY-BASED SWAP DEALER.—Any person that is 
required to be registered as a security-based swap dealer under 
this section shall register with the Commission, regardless 
Deadline. 
15 USC 78o–8. 
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124 STAT. 1786 
PUBLIC LAW 111–203—JULY 21, 2010 
of whether the person also is registered with the Commodity 
Futures Trading Commission as a swap dealer. 
‘‘(2) MAJOR SECURITY-BASED SWAP PARTICIPANT.—Any per-
son that is required to be registered as a major security-based 
swap participant under this section shall register with the 
Commission, regardless of whether the person also is registered 
with the Commodity Futures Trading Commission as a major 
swap participant. 
‘‘(d) RULEMAKING.— 
‘‘(1) IN GENERAL.—The Commission shall adopt rules for 
persons that are registered as security-based swap dealers or 
major security-based swap participants under this section. 
‘‘(2) EXCEPTION FOR PRUDENTIAL REQUIREMENTS.— 
‘‘(A) IN GENERAL.—The Commission may not prescribe 
rules imposing prudential requirements on security-based 
swap dealers or major security-based swap participants 
for which there is a prudential regulator. 
‘‘(B) APPLICABILITY.—Subparagraph (A) does not limit 
the authority of the Commission to prescribe rules as 
directed under this section. 
‘‘(e) CAPITAL AND MARGIN REQUIREMENTS.— 
‘‘(1) IN GENERAL.— 
‘‘(A) SECURITY-BASED SWAP DEALERS AND MAJOR SECU-
RITY-BASED
SWAP
PARTICIPANTS
THAT
ARE
BANKS.—Each 
registered security-based swap dealer and major security- 
based swap participant for which there is not a prudential 
regulator shall meet such minimum capital requirements 
and minimum initial and variation margin requirements 
as the prudential regulator shall by rule or regulation 
prescribe under paragraph (2)(A). 
‘‘(B) SECURITY-BASED SWAP DEALERS AND MAJOR SECU-
RITY-BASED
SWAP
PARTICIPANTS
THAT
ARE
NOT
BANKS.— 
Each registered security-based swap dealer and major secu-
rity-based swap participant for which there is not a pruden-
tial regulator shall meet such minimum capital require-
ments and minimum initial and variation margin require-
ments as the Commission shall by rule or regulation pre-
scribe under paragraph (2)(B). 
‘‘(2) RULES.— 
‘‘(A) SECURITY-BASED SWAP DEALERS AND MAJOR SECU-
RITY-BASED
SWAP
PARTICIPANTS
THAT
ARE
BANKS.—The 
prudential regulators, in consultation with the Commission 
and the Commodity Futures Trading Commission, shall 
adopt rules for security-based swap dealers and major secu-
rity-based swap participants, with respect to their activities 
as a swap dealer or major swap participant, for which 
there is a prudential regulator imposing— 
‘‘(i) capital requirements; and 
‘‘(ii) both initial and variation margin requirements 
on all security-based swaps that are not cleared by 
a registered clearing agency. 
‘‘(B) SECURITY-BASED SWAP DEALERS AND MAJOR SECU-
RITY-BASED
SWAP
PARTICIPANTS
THAT
ARE
NOT
BANKS.— 
The Commission shall adopt rules for security-based swap 
dealers and major security-based swap participants, with 
respect to their activities as a swap dealer or major swap 
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124 STAT. 1787 
PUBLIC LAW 111–203—JULY 21, 2010 
participant, for which there is not a prudential regulator 
imposing— 
‘‘(i) capital requirements; and 
‘‘(ii) both initial and variation margin requirements 
on all swaps that are not cleared by a registered 
clearing agency. 
‘‘(C) CAPITAL.—In setting capital requirements for a 
person that is designated as a security-based swap dealer 
or a major security-based swap participant for a single 
type or single class or category of security-based swap 
or activities, the prudential regulator and the Commission 
shall take into account the risks associated with other 
types of security-based swaps or classes of security-based 
swaps or categories of security-based swaps engaged in 
and the other activities conducted by that person that 
are not otherwise subject to regulation applicable to that 
person by virtue of the status of the person. 
‘‘(3) STANDARDS FOR CAPITAL AND MARGIN.— 
‘‘(A) IN GENERAL.—To offset the greater risk to the 
security-based swap dealer or major security-based swap 
participant and the financial system arising from the use 
of security-based swaps that are not cleared, the require-
ments imposed under paragraph (2) shall — 
‘‘(i) help ensure the safety and soundness of the 
security-based swap dealer or major security-based 
swap participant; and 
‘‘(ii) be appropriate for the risk associated with 
the non-cleared security-based swaps held as a secu-
rity-based swap dealer or major security-based swap 
participant. 
‘‘(B) RULE OF CONSTRUCTION.— 
‘‘(i) IN
GENERAL.—Nothing in this section shall 
limit, or be construed to limit, the authority— 
‘‘(I) of the Commission to set financial respon-
sibility rules for a broker or dealer registered 
pursuant to section 15(b) (except for section 
15(b)(11) thereof) in accordance with section 
15(c)(3); or 
‘‘(II) of the Commodity Futures Trading 
Commission to set financial responsibility rules 
for a futures commission merchant or introducing 
broker registered pursuant to section 4f(a) of the 
Commodity Exchange Act (except for section 
4f(a)(3) thereof) in accordance with section 4f(b) 
of the Commodity Exchange Act. 
‘‘(ii) FUTURES COMMISSION MERCHANTS AND OTHER 
DEALERS.—A futures commission merchant, intro-
ducing broker, broker, or dealer shall maintain suffi-
cient capital to comply with the stricter of any 
applicable capital requirements to which such futures 
commission merchant, introducing broker, broker, or 
dealer is subject to under this title or the Commodity 
Exchange Act. 
‘‘(C) MARGIN
REQUIREMENTS.—In prescribing margin 
requirements under this subsection, the prudential regu-
lator with respect to security-based swap dealers and major 
security-based swap participants that are depository 
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124 STAT. 1788 
PUBLIC LAW 111–203—JULY 21, 2010 
institutions, and the Commission with respect to security- 
based swap dealers and major security-based swap partici-
pants that are not depository institutions shall permit the 
use of noncash collateral, as the regulator or the Commis-
sion determines to be consistent with— 
‘‘(i) preserving the financial integrity of markets 
trading security-based swaps; and 
‘‘(ii) preserving the stability of the United States 
financial system. 
‘‘(D) COMPARABILITY OF CAPITAL AND MARGIN REQUIRE-
MENTS.— 
‘‘(i) IN GENERAL.—The prudential regulators, the 
Commission, 
and 
the 
Securities 
and 
Exchange 
Commission shall periodically (but not less frequently 
than annually) consult on minimum capital require-
ments and minimum initial and variation margin 
requirements. 
‘‘(ii) COMPARABILITY.—The entities described in 
clause (i) shall, to the maximum extent practicable, 
establish and maintain comparable minimum capital 
requirements and minimum initial and variation 
margin requirements, including the use of noncash 
collateral, for— 
‘‘(I) security-based swap dealers; and 
‘‘(II) major security-based swap participants. 
‘‘(f) REPORTING AND RECORDKEEPING.— 
‘‘(1) IN
GENERAL.—Each registered security-based swap 
dealer and major security-based swap participant— 
‘‘(A) shall make such reports as are required by the 
Commission, by rule or regulation, regarding the trans-
actions and positions and financial condition of the reg-
istered security-based swap dealer or major security-based 
swap participant; 
‘‘(B)(i) for which there is a prudential regulator, shall 
keep books and records of all activities related to the busi-
ness as a security-based swap dealer or major security- 
based swap participant in such form and manner and for 
such period as may be prescribed by the Commission by 
rule or regulation; and 
‘‘(ii) for which there is no prudential regulator, shall 
keep books and records in such form and manner and 
for such period as may be prescribed by the Commission 
by rule or regulation; and 
‘‘(C) shall keep books and records described in subpara-
graph (B) open to inspection and examination by any rep-
resentative of the Commission. 
‘‘(2) RULES.—The Commission shall adopt rules governing 
reporting and recordkeeping for security-based swap dealers 
and major security-based swap participants. 
‘‘(g) DAILY TRADING RECORDS.— 
‘‘(1) IN
GENERAL.—Each registered security-based swap 
dealer and major security-based swap participant shall main-
tain daily trading records of the security-based swaps of the 
registered security-based swap dealer and major security-based 
swap participant and all related records (including related cash 
or 
forward 
transactions) 
and 
recorded 
communications, 
including electronic mail, instant messages, and recordings of 
Deadline. 
Consultation. 
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124 STAT. 1789 
PUBLIC LAW 111–203—JULY 21, 2010 
telephone calls, for such period as may be required by the 
Commission by rule or regulation. 
‘‘(2) INFORMATION
REQUIREMENTS.—The daily trading 
records shall include such information as the Commission shall 
require by rule or regulation. 
‘‘(3) COUNTERPARTY
RECORDS.—Each registered security- 
based swap dealer and major security-based swap participant 
shall maintain daily trading records for each counterparty in 
a manner and form that is identifiable with each security- 
based swap transaction. 
‘‘(4) AUDIT
TRAIL.—Each registered security-based swap 
dealer and major security-based swap participant shall main-
tain a complete audit trail for conducting comprehensive and 
accurate trade reconstructions. 
‘‘(5) RULES.—The Commission shall adopt rules governing 
daily trading records for security-based swap dealers and major 
security-based swap participants. 
‘‘(h) BUSINESS CONDUCT STANDARDS.— 
‘‘(1) IN
GENERAL.—Each registered security-based swap 
dealer and major security-based swap participant shall conform 
with such business conduct standards as prescribed in para-
graph (3) and as may be prescribed by the Commission by 
rule or regulation that relate to— 
‘‘(A) fraud, manipulation, and other abusive practices 
involving security-based swaps (including security-based 
swaps that are offered but not entered into); 
‘‘(B) diligent supervision of the business of the reg-
istered security-based swap dealer and major security- 
based swap participant; 
‘‘(C) adherence to all applicable position limits; and 
‘‘(D) such other matters as the Commission determines 
to be appropriate. 
‘‘(2) RESPONSIBILITIES WITH RESPECT TO SPECIAL ENTITIES.— 
‘‘(A) ADVISING
SPECIAL
ENTITIES.—A security-based 
swap dealer or major security-based swap participant that 
acts as an advisor to special entity regarding a security- 
based swap shall comply with the requirements of para-
graph (4) with respect to such special entity. 
‘‘(B) 
ENTERING
OF
SECURITY-BASED
SWAPS
WITH 
RESPECT
TO
SPECIAL
ENTITIES.—A security-based swap 
dealer that enters into or offers to enter into security- 
based swap with a special entity shall comply with the 
requirements of paragraph (5) with respect to such special 
entity. 
‘‘(C) SPECIAL ENTITY DEFINED.—For purposes of this 
subsection, the term ‘special entity’ means— 
‘‘(i) a Federal agency; 
‘‘(ii) a State, State agency, city, county, munici-
pality, or other political subdivision of a State or; 
‘‘(iii) any employee benefit plan, as defined in sec-
tion 3 of the Employee Retirement Income Security 
Act of 1974 (29 U.S.C. 1002); 
‘‘(iv) any governmental plan, as defined in section 
3 of the Employee Retirement Income Security Act 
of 1974 (29 U.S.C. 1002); or 
Compliance. 
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124 STAT. 1790 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(v) any endowment, including an endowment that 
is an organization described in section 501(c)(3) of the 
Internal Revenue Code of 1986. 
‘‘(3) BUSINESS CONDUCT REQUIREMENTS.—Business conduct 
requirements adopted by the Commission shall— 
‘‘(A) establish a duty for a security-based swap dealer 
or major security-based swap participant to verify that 
any counterparty meets the eligibility standards for an 
eligible contract participant; 
‘‘(B) require disclosure by the security-based swap 
dealer or major security-based swap participant to any 
counterparty to the transaction (other than a security- 
based swap dealer, major security-based swap participant, 
security-based swap dealer, or major security-based swap 
participant) of— 
‘‘(i) information about the material risks and 
characteristics of the security-based swap; 
‘‘(ii) any material incentives or conflicts of interest 
that the security-based swap dealer or major security- 
based swap participant may have in connection with 
the security-based swap; and 
‘‘(iii)(I) for cleared security-based swaps, upon the 
request of the counterparty, receipt of the daily mark 
of the transaction from the appropriate derivatives 
clearing organization; and 
‘‘(II) for uncleared security-based swaps, receipt 
of the daily mark of the transaction from the security- 
based swap dealer or the major security-based swap 
participant; 
‘‘(C) establish a duty for a security-based swap dealer 
or major security-based swap participant to communicate 
in a fair and balanced manner based on principles of fair 
dealing and good faith; and 
‘‘(D) establish such other standards and requirements 
as the Commission may determine are appropriate in the 
public interest, for the protection of investors, or otherwise 
in furtherance of the purposes of this Act. 
‘‘(4) SPECIAL
REQUIREMENTS
FOR
SECURITY-BASED
SWAP 
DEALERS ACTING AS ADVISORS.— 
‘‘(A) IN GENERAL.—It shall be unlawful for a security- 
based swap dealer or major security-based swap partici-
pant— 
‘‘(i) to employ any device, scheme, or artifice to 
defraud any special entity or prospective customer who 
is a special entity; 
‘‘(ii) to engage in any transaction, practice, or 
course of business that operates as a fraud or deceit 
on any special entity or prospective customer who is 
a special entity; or 
‘‘(iii) to engage in any act, practice, or course of 
business that is fraudulent, deceptive, or manipulative. 
‘‘(B) DUTY.—Any security-based swap dealer that acts 
as an advisor to a special entity shall have a duty to 
act in the best interests of the special entity. 
‘‘(C) REASONABLE EFFORTS.—Any security-based swap 
dealer that acts as an advisor to a special entity shall 
make reasonable efforts to obtain such information as is 
Verification. 
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124 STAT. 1791 
PUBLIC LAW 111–203—JULY 21, 2010 
necessary to make a reasonable determination that any 
security-based swap recommended by the security-based 
swap dealer is in the best interests of the special entity, 
including information relating to— 
‘‘(i) the financial status of the special entity; 
‘‘(ii) the tax status of the special entity; 
‘‘(iii) the investment or financing objectives of the 
special entity; and 
‘‘(iv) any other information that the Commission 
may prescribe by rule or regulation. 
‘‘(5) SPECIAL
REQUIREMENTS
FOR
SECURITY-BASED
SWAP 
DEALERS AS COUNTERPARTIES TO SPECIAL ENTITIES.— 
‘‘(A) IN GENERAL.—Any security-based swap dealer or 
major security-based swap participant that offers to or 
enters into a security-based swap with a special entity 
shall— 
‘‘(i) comply with any duty established by the 
Commission for a security-based swap dealer or major 
security-based swap participant, with respect to a 
counterparty that is an eligible contract participant 
within the meaning of subclause (I) or (II) of clause 
(vii) of section 1a(18) of the Commodity Exchange Act, 
that requires the security-based swap dealer or major 
security-based swap participant to have a reasonable 
basis to believe that the counterparty that is a special 
entity has an independent representative that— 
‘‘(I) has sufficient knowledge to evaluate the 
transaction and risks; 
‘‘(II) is not subject to a statutory disqualifica-
tion; 
‘‘(III) is independent of the security-based 
swap dealer or major security-based swap partici-
pant; 
‘‘(IV) undertakes a duty to act in the best 
interests of the counterparty it represents; 
‘‘(V) makes appropriate disclosures; 
‘‘(VI) will provide written representations to 
the special entity regarding fair pricing and the 
appropriateness of the transaction; and 
‘‘(VII) in the case of employee benefit plans 
subject to the Employee Retirement Income Secu-
rity act of 1974, is a fiduciary as defined in section 
3 of that Act (29 U.S.C. 1002); and 
‘‘(ii) before the initiation of the transaction, disclose 
to the special entity in writing the capacity in which 
the security-based swap dealer is acting. 
‘‘(B) COMMISSION AUTHORITY.—The Commission may 
establish such other standards and requirements under 
this paragraph as the Commission may determine are 
appropriate in the public interest, for the protection of 
investors, or otherwise in furtherance of the purposes of 
this Act. 
‘‘(6) RULES.—The Commission shall prescribe rules under 
this subsection governing business conduct standards for secu-
rity-based swap dealers and major security-based swap partici-
pants. 
Compliance. 
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124 STAT. 1792 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(7) APPLICABILITY.—This subsection shall not apply with 
respect to a transaction that is— 
‘‘(A) initiated by a special entity on an exchange or 
security-based swaps execution facility; and 
‘‘(B) the security-based swap dealer or major security- 
based swap participant does not know the identity of the 
counterparty to the transaction.’’ 
‘‘(i) DOCUMENTATION STANDARDS.— 
‘‘(1) IN
GENERAL.—Each registered security-based swap 
dealer and major security-based swap participant shall conform 
with such standards as may be prescribed by the Commission, 
by rule or regulation, that relate to timely and accurate con-
firmation, processing, netting, documentation, and valuation 
of all security-based swaps. 
‘‘(2) RULES.—The Commission shall adopt rules governing 
documentation standards for security-based swap dealers and 
major security-based swap participants. 
‘‘(j) DUTIES.—Each registered security-based swap dealer and 
major security-based swap participant shall, at all times, comply 
with the following requirements: 
‘‘(1) MONITORING OF TRADING.—The security-based swap 
dealer or major security-based swap participant shall monitor 
its trading in security-based swaps to prevent violations of 
applicable position limits. 
‘‘(2) RISK MANAGEMENT PROCEDURES.—The security-based 
swap dealer or major security-based swap participant shall 
establish robust and professional risk management systems 
adequate for managing the day-to-day business of the security- 
based swap dealer or major security-based swap participant. 
‘‘(3) DISCLOSURE OF GENERAL INFORMATION.—The security- 
based swap dealer or major security-based swap participant 
shall disclose to the Commission and to the prudential regulator 
for the security-based swap dealer or major security-based swap 
participant, as applicable, information concerning— 
‘‘(A) terms and conditions of its security-based swaps; 
‘‘(B) security-based swap trading operations, mecha-
nisms, and practices; 
‘‘(C) financial integrity protections relating to security- 
based swaps; and 
‘‘(D) other information relevant to its trading in secu-
rity-based swaps. 
‘‘(4) ABILITY TO OBTAIN INFORMATION.—The security-based 
swap dealer or major security-based swap participant shall— 
‘‘(A) establish and enforce internal systems and proce-
dures to obtain any necessary information to perform any 
of the functions described in this section; and 
‘‘(B) provide the information to the Commission and 
to the prudential regulator for the security-based swap 
dealer or major security-based swap participant, as 
applicable, on request. 
‘‘(5) CONFLICTS
OF
INTEREST.—The security-based swap 
dealer and major security-based swap participant shall imple-
ment conflict-of-interest systems and procedures that— 
‘‘(A) establish structural and institutional safeguards 
to ensure that the activities of any person within the firm 
relating to research or analysis of the price or market 
for any security-based swap or acting in a role of providing 
Procedures. 
Compliance. 
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124 STAT. 1793 
PUBLIC LAW 111–203—JULY 21, 2010 
clearing activities or making determinations as to accepting 
clearing customers are separated by appropriate informa-
tional partitions within the firm from the review, pressure, 
or oversight of persons whose involvement in pricing, 
trading, or clearing activities might potentially bias their 
judgment or supervision and contravene the core principles 
of open access and the business conduct standards 
described in this title; and 
‘‘(B) address such other issues as the Commission 
determines to be appropriate. 
‘‘(6) ANTITRUST
CONSIDERATIONS.—Unless necessary or 
appropriate to achieve the purposes of this title, the security- 
based swap dealer or major security-based swap participant 
shall not— 
‘‘(A) adopt any process or take any action that results 
in any unreasonable restraint of trade; or 
‘‘(B) impose any material anticompetitive burden on 
trading or clearing. 
‘‘(7) RULES.—The Commission shall prescribe rules under 
this subsection governing duties of security-based swap dealers 
and major security-based swap participants. 
‘‘(k) DESIGNATION OF CHIEF COMPLIANCE OFFICER.— 
‘‘(1) IN GENERAL.—Each security-based swap dealer and 
major security-based swap participant shall designate an indi-
vidual to serve as a chief compliance officer. 
‘‘(2) DUTIES.—The chief compliance officer shall— 
‘‘(A) report directly to the board or to the senior officer 
of the security-based swap dealer or major security-based 
swap participant; 
‘‘(B) review the compliance of the security-based swap 
dealer or major security-based swap participant with 
respect to the security-based swap dealer and major secu-
rity-based swap participant requirements described in this 
section; 
‘‘(C) in consultation with the board of directors, a body 
performing a function similar to the board, or the senior 
officer of the organization, resolve any conflicts of interest 
that may arise; 
‘‘(D) be responsible for administering each policy and 
procedure that is required to be established pursuant to 
this section; 
‘‘(E) ensure compliance with this title (including regula-
tions) relating to security-based swaps, including each rule 
prescribed by the Commission under this section; 
‘‘(F) establish procedures for the remediation of non-
compliance issues identified by the chief compliance officer 
through any— 
‘‘(i) compliance office review; 
‘‘(ii) look-back; 
‘‘(iii) internal or external audit finding; 
‘‘(iv) self-reported error; or 
‘‘(v) validated complaint; and 
‘‘(G) establish and follow appropriate procedures for 
the handling, management response, remediation, re-
testing, and closing of noncompliance issues. 
‘‘(3) ANNUAL REPORTS.— 
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124 STAT. 1794 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(A) IN GENERAL.—In accordance with rules prescribed 
by the Commission, the chief compliance officer shall 
annually prepare and sign a report that contains a descrip-
tion of— 
‘‘(i) the compliance of the security-based swap 
dealer or major swap participant with respect to this 
title (including regulations); and 
‘‘(ii) each policy and procedure of the security- 
based swap dealer or major security-based swap 
participant of the chief compliance officer (including 
the code of ethics and conflict of interest policies). 
‘‘(B) REQUIREMENTS.—A compliance report under 
subparagraph (A) shall— 
‘‘(i) accompany each appropriate financial report 
of the security-based swap dealer or major security- 
based swap participant that is required to be furnished 
to the Commission pursuant to this section; and 
‘‘(ii) include a certification that, under penalty of 
law, the compliance report is accurate and complete. 
‘‘(l) 
ENFORCEMENT
AND
ADMINISTRATIVE
PROCEEDING 
AUTHORITY.— 
‘‘(1) PRIMARY ENFORCEMENT AUTHORITY.— 
‘‘(A) SECURITIES AND EXCHANGE COMMISSION.—Except 
as provided in subparagraph (B), (C), or (D), the Commis-
sion shall have primary authority to enforce subtitle B, 
and the amendments made by subtitle B of the Wall Street 
Transparency and Accountability Act of 2010, with respect 
to any person. 
‘‘(B) PRUDENTIAL REGULATORS.—The prudential regu-
lators shall have exclusive authority to enforce the provi-
sions of subsection (e) and other prudential requirements 
of this title (including risk management standards), with 
respect to security-based swap dealers or major security- 
based swap participants for which they are the prudential 
regulator. 
‘‘(C) REFERRAL.— 
‘‘(i) VIOLATIONS
OF
NONPRUDENTIAL
REQUIRE-
MENTS.—If the appropriate Federal banking agency for 
security-based swap dealers or major security-based 
swap participants that are depository institutions has 
cause to believe that such security-based swap dealer 
or major security-based swap participant may have 
engaged in conduct that constitutes a violation of the 
nonprudential requirements of this section or rules 
adopted by the Commission thereunder, the agency 
may recommend in writing to the Commission that 
the Commission initiate an enforcement proceeding as 
authorized under this title. The recommendation shall 
be accompanied by a written explanation of the con-
cerns giving rise to the recommendation. 
‘‘(ii) VIOLATIONS OF PRUDENTIAL REQUIREMENTS.— 
If the Commission has cause to believe that a securi-
ties-based swap dealer or major securities-based swap 
participant that has a prudential regulator may have 
engaged in conduct that constitute a violation of the 
prudential requirements of subsection (e) or rules 
adopted thereunder, the Commission may recommend 
Certification. 
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124 STAT. 1795 
PUBLIC LAW 111–203—JULY 21, 2010 
in writing to the prudential regulator that the pruden-
tial regulator initiate an enforcement proceeding as 
authorized under this title. The recommendation shall 
be accompanied by a written explanation of the con-
cerns giving rise to the recommendation. 
‘‘(D) BACKSTOP ENFORCEMENT AUTHORITY.— 
‘‘(i) INITIATION OF ENFORCEMENT PROCEEDING BY 
PRUDENTIAL REGULATOR.—If the Commission does not 
initiate an enforcement proceeding before the end of 
the 90-day period beginning on the date on which 
the Commission receives a written report under sub-
section (C)(i), the prudential regulator may initiate 
an enforcement proceeding. 
‘‘(ii) INITIATION OF ENFORCEMENT PROCEEDING BY 
COMMISSION.—If the prudential regulator does not ini-
tiate an enforcement proceeding before the end of the 
90-day period beginning on the date on which the 
prudential regulator receives a written report under 
subsection (C)(ii), the Commission may initiate an 
enforcement proceeding. 
‘‘(2) CENSURE, DENIAL, SUSPENSION; NOTICE AND HEARING.— 
The Commission, by order, shall censure, place limitations on 
the activities, functions, or operations of, or revoke the registra-
tion of any security-based swap dealer or major security-based 
swap participant that has registered with the Commission 
pursuant to subsection (b) if the Commission finds, on the 
record after notice and opportunity for hearing, that such cen-
sure, placing of limitations, or revocation is in the public 
interest and that such security-based swap dealer or major 
security-based swap participant, or any person associated with 
such security-based swap dealer or major security-based swap 
participant effecting or involved in effecting transactions in 
security-based swaps on behalf of such security-based swap 
dealer or major security-based swap participant, whether prior 
or subsequent to becoming 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 paragraph (4) within 10 years 
of the commencement of the proceedings under this sub-
section; 
‘‘(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), respectively, of such paragraph 
(4); or 
‘‘(E) has been found by a foreign financial regulatory 
authority to have committed or omitted any act, or violated 
any foreign statute or regulation, enumerated in subpara-
graph (G) of such paragraph (4). 
‘‘(3) ASSOCIATED PERSONS.—With respect to any person who 
is associated, who is seeking to become associated, or, at the 
time of the alleged misconduct, who was associated or was 
seeking to become associated with a security-based swap dealer 
or major security-based swap participant for the purpose of 
effecting or being involved in effecting security-based swaps 
Time period. 
Time period. 
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124 STAT. 1796 
PUBLIC LAW 111–203—JULY 21, 2010 
on behalf of such security-based swap dealer or major security- 
based swap participant, the Commission, by order, shall cen-
sure, place limitations on the activities or functions of such 
person, 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 hearing, that such censure, placing of limitations, suspen-
sion, 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 paragraph (4) within 10 years 
of the commencement of the proceedings under this sub-
section; 
‘‘(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), respectively, of such paragraph 
(4); or 
‘‘(E) has been found by a foreign financial regulatory 
authority to have committed or omitted any act, or violated 
any foreign statute or regulation, enumerated in subpara-
graph (G) of such paragraph (4). 
‘‘(4) UNLAWFUL CONDUCT.—It shall be unlawful— 
‘‘(A) for any person as to whom an order under para-
graph (3) is in effect, without the consent of the Commis-
sion, willfully to become, or to be, associated with a secu-
rity-based swap dealer or major security-based swap 
participant in contravention of such order; or 
‘‘(B) for any security-based swap dealer or major secu-
rity-based swap participant to permit such a person, with-
out the consent of the Commission, to become or remain 
a person associated with the security-based swap dealer 
or major security-based swap participant in contravention 
of such order, if such security-based swap dealer or major 
security-based swap participant knew, or in the exercise 
of reasonable care should have known, of such order.’’. 
(b) SAVINGS CLAUSE.—Notwithstanding any other provision of 
this title, nothing in this subtitle shall be construed as divesting 
any appropriate Federal banking agency of any authority it may 
have to establish or enforce, with respect to a person for which 
such agency is the appropriate Federal banking agency, prudential 
or other standards pursuant to authority by Federal law other 
than this title. 
SEC. 765. RULEMAKING ON CONFLICT OF INTEREST. 
(a) IN GENERAL.—In order to mitigate conflicts of interest, 
not later than 180 days after the date of enactment of the Wall 
Street Transparency and Accountability Act of 2010, the Securities 
and Exchange Commission shall adopt rules which may include 
numerical limits on the control of, or the voting rights with respect 
to, any clearing agency that clears security-based swaps, or on 
the control of any security-based swap execution facility or national 
securities exchange that posts or makes available for trading secu-
rity-based swaps, by a bank holding company (as defined in section 
Deadline. 
15 USC 8343. 
15 USC 8342. 
Deadline. 
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124 STAT. 1797 
PUBLIC LAW 111–203—JULY 21, 2010 
2 of the Bank Holding Company Act of 1956 (12 U.S.C. 1841)) 
with total consolidated assets of $50,000,000,000 or more, a nonbank 
financial company (as defined in section 102) supervised by the 
Board of Governors of the Federal Reserve System, affiliate of 
such a bank holding company or nonbank financial company, a 
security-based swap dealer, major security-based swap participant, 
or person associated with a security-based swap dealer or major 
security-based swap participant. 
(b) PURPOSES.—The Securities and Exchange Commission shall 
adopt rules if the Commission determines, after the review 
described in subsection (a), that such rules are necessary or appro-
priate to improve the governance of, or to mitigate systemic risk, 
promote competition, or mitigate conflicts of interest in connection 
with a security-based swap dealer or major security-based swap 
participant’s conduct of business with, a clearing agency, national 
securities exchange, or security-based swap execution facility that 
clears, posts, or makes available for trading security-based swaps 
and in which such security-based swap dealer or major security- 
based swap participant has a material debt or equity investment. 
(c) CONSIDERATIONS.—In adopting rules pursuant to this sec-
tion, the Securities and Exchange Commission shall consider any 
conflicts of interest arising from the amount of equity owned by 
a single investor, the ability to vote, cause the vote of, or withhold 
votes entitled to be cast on any matters by the holders of the 
ownership interest, and the governance arrangements of any deriva-
tives clearing organization that clears swaps, or swap execution 
facility or board of trade designated as a contract market that 
posts swaps or makes swaps available for trading. 
SEC. 766. REPORTING AND RECORDKEEPING. 
(a) IN GENERAL.—The Securities Exchange Act of 1934 (15 
U.S.C. 78a et seq.) is amended by inserting after section 13 the 
following: 
‘‘SEC. 13A. REPORTING AND RECORDKEEPING FOR CERTAIN SECU-
RITY-BASED SWAPS. 
‘‘(a) REQUIRED REPORTING
OF SECURITY-BASED SWAPS NOT 
ACCEPTED BY ANY CLEARING AGENCY OR DERIVATIVES CLEARING 
ORGANIZATION.— 
‘‘(1) IN GENERAL.—Each security-based swap that is not 
accepted for clearing by any clearing agency or derivatives 
clearing organization shall be reported to— 
‘‘(A) a security-based swap data repository described 
in section 13(n); or 
‘‘(B) in the case in which there is no security-based 
swap data repository that would accept the security-based 
swap, to the Commission pursuant to this section within 
such time period as the Commission may by rule or regula-
tion prescribe. 
‘‘(2) TRANSITION RULE FOR PREENACTMENT SECURITY-BASED 
SWAPS.— 
‘‘(A) SECURITY-BASED SWAPS ENTERED INTO BEFORE THE 
DATE OF ENACTMENT OF THE WALL STREET TRANSPARENCY 
AND
ACCOUNTABILITY
ACT
OF
2010.—Each security-based 
swap entered into before the date of enactment of the 
Wall Street Transparency and Accountability Act of 2010, 
the terms of which have not expired as of the date of 
enactment of that Act, shall be reported to a registered 
15 USC 78m–1. 
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124 STAT. 1798 
PUBLIC LAW 111–203—JULY 21, 2010 
security-based swap data repository or the Commission 
by a date that is not later than— 
‘‘(i) 30 days after issuance of the interim final 
rule; or 
‘‘(ii) such other period as the Commission deter-
mines to be appropriate. 
‘‘(B) COMMISSION RULEMAKING.—The Commission shall 
promulgate an interim final rule within 90 days of the 
date of enactment of this section providing for the reporting 
of each security-based swap entered into before the date 
of enactment as referenced in subparagraph (A). 
‘‘(C) 
EFFECTIVE
DATE.—The 
reporting 
provisions 
described in this section shall be effective upon the date 
of the enactment of this section. 
‘‘(3) REPORTING OBLIGATIONS.— 
‘‘(A) 
SECURITY-BASED
SWAPS
IN
WHICH
ONLY
1 
COUNTERPARTY
IS
A
SECURITY-BASED
SWAP
DEALER
OR 
MAJOR SECURITY-BASED SWAP PARTICIPANT.—With respect 
to a security-based swap in which only 1 counterparty 
is a security-based swap dealer or major security-based 
swap participant, the security-based swap dealer or major 
security-based swap participant shall report the security- 
based swap as required under paragraphs (1) and (2). 
‘‘(B) SECURITY-BASED SWAPS IN WHICH 1 COUNTERPARTY 
IS A SECURITY-BASED SWAP DEALER AND THE OTHER A MAJOR 
SECURITY-BASED
SWAP
PARTICIPANT.—With respect to a 
security-based swap in which 1 counterparty is a security- 
based swap dealer and the other a major security-based 
swap participant, the security-based swap dealer shall 
report the security-based swap as required under para-
graphs (1) and (2). 
‘‘(C) OTHER SECURITY-BASED SWAPS.—With respect to 
any other security-based swap not described in subpara-
graph (A) or (B), the counterparties to the security-based 
swap shall select a counterparty to report the security- 
based swap as required under paragraphs (1) and (2). 
‘‘(b) DUTIES OF CERTAIN INDIVIDUALS.—Any individual or entity 
that enters into a security-based swap shall meet each requirement 
described in subsection (c) if the individual or entity did not— 
‘‘(1) clear the security-based swap in accordance with sec-
tion 3C(a)(1); or 
‘‘(2) have the data regarding the security-based swap 
accepted by a security-based swap data repository in accordance 
with rules (including timeframes) adopted by the Commission 
under this title. 
‘‘(c) REQUIREMENTS.—An individual or entity described in sub-
section (b) shall— 
‘‘(1) upon written request from the Commission, provide 
reports regarding the security-based swaps held by the indi-
vidual or entity to the Commission in such form and in such 
manner as the Commission may request; and 
‘‘(2) maintain books and records pertaining to the security- 
based swaps held by the individual or entity in such form, 
in such manner, and for such period as the Commission may 
require, which shall be open to inspection by— 
‘‘(A) any representative of the Commission; 
‘‘(B) an appropriate prudential regulator; 
VerDate Mar 15 2010 
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124 STAT. 1799 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(C) the Commodity Futures Trading Commission; 
‘‘(D) the Financial Stability Oversight Council; and 
‘‘(E) the Department of Justice. 
‘‘(d) IDENTICAL DATA.—In prescribing rules under this section, 
the Commission shall require individuals and entities described 
in subsection (b) to submit to the Commission a report that contains 
data that is not less comprehensive than the data required to 
be collected by security-based swap data repositories under this 
title.’’. 
(b) BENEFICIAL OWNERSHIP REPORTING.—Section 13 of the Secu-
rities Exchange Act of 1934 (15 U.S.C. 78m) is amended— 
(1) in subsection (d)(1), by inserting ‘‘or otherwise becomes 
or is deemed to become a beneficial owner of any of the foregoing 
upon the purchase or sale of a security-based swap that the 
Commission may define by rule, and’’ after ‘‘Alaska Native 
Claims Settlement Act,’’; and 
(2) in subsection (g)(1), by inserting ‘‘or otherwise becomes 
or is deemed to become a beneficial owner of any security 
of a class described in subsection (d)(1) upon the purchase 
or sale of a security-based swap that the Commission may 
define by rule’’ after ‘‘subsection (d)(1) of this section’’. 
(c) REPORTS BY INSTITUTIONAL INVESTMENT MANAGERS.—Sec-
tion 13(f)(1) of the Securities Exchange Act of 1934 (15 U.S.C. 
78m(f)(1)) is amended by inserting ‘‘or otherwise becomes or is 
deemed to become a beneficial owner of any security of a class 
described in subsection (d)(1) upon the purchase or sale of a secu-
rity-based swap that the Commission may define by rule,’’ after 
‘‘subsection (d)(1) of this section’’. 
(d) ADMINISTRATIVE PROCEEDING AUTHORITY.—Section 15(b)(4) 
of the Securities Exchange Act of 1934 (15 U.S.C. 78o(b)(4)) is 
amended— 
(1) in subparagraph (C), by inserting ‘‘security-based swap 
dealer, major security-based swap participant,’’ after ‘‘govern-
ment securities dealer,’’; and 
(2) in subparagraph (F), by striking ‘‘broker or dealer’’ 
and inserting ‘‘broker, dealer, security-based swap dealer, or 
a major security-based swap participant’’. 
(e) SECURITY-BASED SWAP 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, 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 class of security-based swap, 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 
class of security-based swap, be deemed the acquisition of beneficial 
ownership of the equity security.’’. 
SEC. 767. 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) LIMITATION ON JUDGMENTS.— 
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124 STAT. 1800 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(1) IN GENERAL.—No person permitted to maintain a suit 
for damages under the provisions of this title shall recover, 
through satisfaction of judgment in 1 or more actions, a total 
amount in excess of the actual damages to that person on 
account of the act complained of. Except as otherwise specifi-
cally 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 conflict with 
the provisions of this title or the rules and regulations under 
this title. 
‘‘(2) RULE OF CONSTRUCTION.—Except as provided in sub-
section (f), the rights and remedies provided by this title shall 
be in addition to any and all other rights and remedies that 
may exist at law or in equity. 
‘‘(3) STATE BUCKET SHOP LAWS.—No State law which pro-
hibits or regulates the making or promoting of wagering or 
gaming contracts, or the operation of ‘bucket shops’ or other 
similar or related activities, shall invalidate— 
‘‘(A) 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; 
‘‘(B) any security-based swap between eligible contract 
participants; or 
‘‘(C) any security-based swap effected on a national 
securities exchange registered pursuant to section 6(b). 
‘‘(4) OTHER STATE PROVISIONS.—No provision of State law 
regarding the offer, sale, or distribution of securities shall apply 
to any transaction in a security-based swap or a security futures 
product, except that this paragraph may not be construed as 
limiting any State antifraud law of general applicability. A 
security-based swap may not be regulated as an insurance 
contract under any provision of State law.’’. 
SEC. 768. 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 underwriter, 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 in section 1a of the Commodity Exchange 
Act (7 U.S.C. 1a). 
‘‘(18) The terms ‘purchase’ or ‘sale’ of a security-based swap 
shall be deemed to mean the execution, termination (prior 
to its scheduled maturity date), assignment, exchange, or 
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124 STAT. 1801 
PUBLIC LAW 111–203—JULY 21, 2010 
similar transfer or conveyance of, or extinguishing of rights 
or obligations under, a security-based swap, as the context 
may require.’’. 
(b) 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 4, unless 
a registration statement meeting the requirements of section 10(a) 
is in effect as to a security-based swap, it shall be unlawful for 
any person, directly or indirectly, to make use of any means or 
instruments of transportation or communication in interstate com-
merce or of the mails to offer to sell, offer to buy or purchase 
or sell a security-based swap to any person who is not an eligible 
contract participant as defined in section 1a(18) of the Commodity 
Exchange Act (7 U.S.C. 1a(18)).’’. 
SEC. 769. DEFINITIONS UNDER THE INVESTMENT COMPANY ACT OF 
1940. 
Section 2(a) of the Investment Company Act of 1940 (15 U.S.C. 
80a–2) is amended by adding at the end the following: 
‘‘(54) The terms ‘commodity pool’, ‘commodity pool operator’, 
‘commodity trading advisor’, ‘major swap participant’, ‘swap’, 
‘swap dealer’, and ‘swap execution facility’ have the same 
meanings as in section 1a of the Commodity Exchange Act 
(7 U.S.C. 1a).’’. 
SEC. 770. DEFINITIONS UNDER THE INVESTMENT ADVISERS ACT OF 
1940. 
Section 202(a) of the Investment Advisers Act of 1940 (15 
U.S.C. 80b–2) is amended by adding at the end the following: 
‘‘(29) The terms ‘commodity pool’, ‘commodity pool operator’, 
‘commodity trading advisor’, ‘major swap participant’, ‘swap’, 
‘swap dealer’, and ‘swap execution facility’ have the same 
meanings as in section 1a of the Commodity Exchange Act 
(7 U.S.C. 1a).’’. 
SEC. 771. OTHER AUTHORITY. 
Unless otherwise provided by its terms, this subtitle does not 
divest any appropriate Federal banking agency, the Securities and 
Exchange Commission, the Commodity Futures Trading Commis-
sion, or any other Federal or State agency, of any authority derived 
from any other provision of applicable law. 
SEC. 772. JURISDICTION. 
(a) IN GENERAL.—Section 36 of the Securities Exchange Act 
of 1934 (15 U.S.C. 78mm) is amended by adding at the end the 
following: 
‘‘(c) DERIVATIVES.—Unless the Commission is expressly author-
ized by any provision described in this subsection to grant exemp-
tions, the Commission shall not grant exemptions, with respect 
to amendments made by subtitle B of the Wall Street Transparency 
and Accountability Act of 2010, with respect to paragraphs (65), 
(66), (68), (69), (70), (71), (72), (73), (74), (75), (76), and (79) of 
section 3(a), and sections 10B(a), 10B(b), 10B(c), 13A, 15F, 17A(g), 
17A(h), 17A(i), 17A(j), 17A(k), and 17A(l); provided that the Commis-
sion shall have exemptive authority under this title with respect 
to security-based swaps as to the same matters that the Commodity 
15 USC 8344. 
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124 STAT. 1802 
PUBLIC LAW 111–203—JULY 21, 2010 
Futures Trading Commission has under the Wall Street Trans-
parency and Accountability Act of 2010 with respect to swaps, 
including under section 4(c) of the Commodity Exchange Act.’’. 
(b) RULE
OF CONSTRUCTION.—Section 30 of the Securities 
Exchange Act of 1934 (15 U.S.C. 78dd) is amended by adding 
at the end the following: 
‘‘(c) RULE OF CONSTRUCTION.—No provision of this title that 
was added by the Wall Street Transparency and Accountability 
Act of 2010, or any rule or regulation thereunder, shall apply 
to any person insofar as such person transacts a business in secu-
rity-based swaps without the jurisdiction of the United States, 
unless such person transacts such business in contravention of 
such rules and regulations as the Commission may prescribe as 
necessary or appropriate to prevent the evasion of any provision 
of this title that was added by the Wall Street Transparency and 
Accountability Act of 2010. This subsection shall not be construed 
to limit the jurisdiction of the Commission under any provision 
of this title, as in effect prior to the date of enactment of the 
Wall Street Transparency and Accountability Act of 2010.’’. 
SEC. 773. CIVIL PENALTIES. 
Section 21B of the Securities Exchange Act of 1934 (15 U.S.C. 
78p-2) is amended by adding at the end the following: 
‘‘(f) SECURITY-BASED SWAPS.— 
‘‘(1) CLEARING AGENCY.—Any clearing agency that know-
ingly or recklessly evades or participates in or facilitates an 
evasion of the requirements of section 3C shall be liable for 
a civil money penalty in twice the amount otherwise available 
for a violation of section 3C. 
‘‘(2) SECURITY-BASED
SWAP
DEALER
OR
MAJOR
SECURITY- 
BASED SWAP PARTICIPANT.—Any security-based swap dealer or 
major security-based swap participant that knowingly or reck-
lessly evades or participates in or facilitates an evasion of 
the requirements of section 3C shall be liable for a civil money 
penalty in twice the amount otherwise available for a violation 
of section 3C.’’. 
SEC. 774. EFFECTIVE DATE. 
Unless otherwise provided, the provisions of this subtitle shall 
take effect on the later of 360 days after the date of the enactment 
of this subtitle or, to the extent a provision of this subtitle requires 
a rulemaking, not less than 60 days after publication of the final 
rule or regulation implementing such provision of this subtitle. 
TITLE VIII—PAYMENT, CLEARING, AND 
SETTLEMENT SUPERVISION 
SEC. 801. SHORT TITLE. 
This title may be cited as the ‘‘Payment, Clearing, and Settle-
ment Supervision Act of 2010’’. 
SEC. 802. FINDINGS AND PURPOSES. 
(a) FINDINGS.—Congress finds the following: 
(1) The proper functioning of the financial markets is 
dependent upon safe and efficient arrangements for the clearing 
12 USC 5461. 
12 USC 5301 
note. 
Payment, 
Clearing, and 
Settlement 
Supervision Act 
of 2010. 
15 USC 77b note. 
15 USC 78u–2. 
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124 STAT. 1803 
PUBLIC LAW 111–203—JULY 21, 2010 
and settlement of payment, securities, and other financial trans-
actions. 
(2) Financial market utilities that conduct or support multi-
lateral payment, clearing, or settlement activities may reduce 
risks for their participants and the broader financial system, 
but such utilities may also concentrate and create new risks 
and thus must be well designed and operated in a safe and 
sound manner. 
(3) Payment, clearing, and settlement activities conducted 
by financial institutions also present important risks to the 
participating financial institutions and to the financial system. 
(4) Enhancements to the regulation and supervision of 
systemically important financial market utilities and the con-
duct of systemically important payment, clearing, and settle-
ment activities by financial institutions are necessary— 
(A) to provide consistency; 
(B) to promote robust risk management and safety 
and soundness; 
(C) to reduce systemic risks; and 
(D) to support the stability of the broader financial 
system. 
(b) PURPOSE.—The purpose of this title is to mitigate systemic 
risk in the financial system and promote financial stability by— 
(1) authorizing the Board of Governors to promote uniform 
standards for the— 
(A) management of risks by systemically important 
financial market utilities; and 
(B) conduct of systemically important payment, 
clearing, and settlement activities by financial institutions; 
(2) providing the Board of Governors an enhanced role 
in the supervision of risk management standards for system-
ically important financial market utilities; 
(3) strengthening the liquidity of systemically important 
financial market utilities; and 
(4) providing the Board of Governors an enhanced role 
in the supervision of risk management standards for system-
ically important payment, clearing, and settlement activities 
by financial institutions. 
SEC. 803. DEFINITIONS. 
In this title, the following definitions shall apply: 
(1) APPROPRIATE FINANCIAL REGULATOR.—The term ‘‘appro-
priate financial regulator’’ means— 
(A) the primary financial regulatory agency, as defined 
in section 2 of this Act; 
(B) the National Credit Union Administration, with 
respect to any insured credit union under the Federal 
Credit Union Act (12 U.S.C. 1751 et seq.); and 
(C) the Board of Governors, with respect to organiza-
tions operating under section 25A of the Federal Reserve 
Act (12 U.S.C. 611), and any other financial institution 
engaged in a designated activity. 
(2) DESIGNATED ACTIVITY.—The term ‘‘designated activity’’ 
means a payment, clearing, or settlement activity that the 
Council has designated as systemically important under section 
804. 
12 USC 5462. 
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124 STAT. 1804 
PUBLIC LAW 111–203—JULY 21, 2010 
(3) DESIGNATED CLEARING ENTITY.—The term ‘‘designated 
clearing entity’’ means a designated financial market utility 
that is a derivatives clearing organization registered under 
section 5b of the Commodity Exchange Act (7 U.S.C. 7a-1) 
or a clearing agency registered with the Securities and 
Exchange Commission under section 17A of the Securities 
Exchange Act of 1934 (15 U.S.C. 78q-1). 
(4) DESIGNATED
FINANCIAL
MARKET
UTILITY.—The term 
‘‘designated financial market utility’’ means a financial market 
utility that the Council has designated as systemically impor-
tant under section 804. 
(5) FINANCIAL INSTITUTION.— 
(A) IN
GENERAL.—The term ‘‘financial institution’’ 
means— 
(i) a depository institution, as defined in section 
3 of the Federal Deposit Insurance Act (12 U.S.C. 
1813); 
(ii) a branch or agency of a foreign bank, as defined 
in section 1(b) of the International Banking Act of 
1978 (12 U.S.C. 3101); 
(iii) an organization operating under section 25 
or 25A of the Federal Reserve Act (12 U.S.C. 601– 
604a and 611 through 631); 
(iv) a credit union, as defined in section 101 of 
the Federal Credit Union Act (12 U.S.C. 1752); 
(v) a broker or dealer, as defined in section 3 
of the Securities Exchange Act of 1934 (15 U.S.C. 78c); 
(vi) an investment company, as defined in section 
3 of the Investment Company Act of 1940 (15 U.S.C. 
80a–3); 
(vii) an insurance company, as defined in section 
2 of the Investment Company Act of 1940 (15 U.S.C. 
80a–2); 
(viii) an investment adviser, as defined in section 
202 of the Investment Advisers Act of 1940 (15 U.S.C. 
80b–2); 
(ix) a futures commission merchant, commodity 
trading advisor, or commodity pool operator, as defined 
in section 1a of the Commodity Exchange Act (7 U.S.C. 
1a); and 
(x) any company engaged in activities that are 
financial in nature or incidental to a financial activity, 
as described in section 4 of the Bank Holding Company 
Act of 1956 (12 U.S.C. 1843(k)). 
(B) EXCLUSIONS.—The term ‘‘financial institution’’ does 
not include designated contract markets, registered futures 
associations, swap data repositories, and swap execution 
facilities registered under the Commodity Exchange Act 
(7 U.S.C. 1 et seq.), or national securities exchanges, 
national securities associations, alternative trading sys-
tems, securities information processors solely with respect 
to the activities of the entity as a securities information 
processor, security-based swap data repositories, and swap 
execution 
facilities 
registered 
under 
the 
Securities 
Exchange Act of 1934 (15 U.S.C. 78a et seq.), or designated 
clearing entities, provided that the exclusions in this 
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124 STAT. 1805 
PUBLIC LAW 111–203—JULY 21, 2010 
subparagraph apply only with respect to the activities that 
require the entity to be so registered. 
(6) FINANCIAL MARKET UTILITY.— 
(A) INCLUSION.—The term ‘‘financial market utility’’ 
means any person that manages or operates a multilateral 
system for the purpose of transferring, clearing, or settling 
payments, securities, or other financial transactions among 
financial institutions or between financial institutions and 
the person. 
(B) EXCLUSIONS.—The term ‘‘financial market utility’’ 
does not include— 
(i) designated contract markets, registered futures 
associations, swap data repositories, and swap execu-
tion 
facilities 
registered 
under 
the 
Commodity 
Exchange Act (7 U.S.C. 1 et seq.), or national securities 
exchanges, national securities associations, alternative 
trading systems, security-based swap data repositories, 
and swap execution facilities registered under the Secu-
rities Exchange Act of 1934 (15 U.S.C. 78a et seq.), 
solely by reason of their providing facilities for compari-
son of data respecting the terms of settlement of securi-
ties or futures transactions effected on such exchange 
or by means of any electronic system operated or con-
trolled by such entities, provided that the exclusions 
in this clause apply only with respect to the activities 
that require the entity to be so registered; and 
(ii) any broker, dealer, transfer agent, or invest-
ment company, or any futures commission merchant, 
introducing broker, commodity trading advisor, or com-
modity pool operator, solely by reason of functions 
performed by such institution as part of brokerage, 
dealing, transfer agency, or investment company activi-
ties, or solely by reason of acting on behalf of a finan-
cial market utility or a participant therein in connec-
tion with the furnishing by the financial market utility 
of services to its participants or the use of services 
of the financial market utility by its participants, pro-
vided that services performed by such institution do 
not constitute critical risk management or processing 
functions of the financial market utility. 
(7) PAYMENT, CLEARING, OR SETTLEMENT ACTIVITY.— 
(A) IN
GENERAL.—The term ‘‘payment, clearing, or 
settlement activity’’ means an activity carried out by 1 
or more financial institutions to facilitate the completion 
of financial transactions, but shall not include any offer 
or sale of a security under the Securities Act of 1933 
(15 U.S.C. 77a et seq.), or any quotation, order entry, 
negotiation, or other pre-trade activity or execution activity. 
(B) FINANCIAL
TRANSACTION.—For the purposes of 
subparagraph 
(A), 
the 
term 
‘‘financial 
transaction’’ 
includes— 
(i) funds transfers; 
(ii) securities contracts; 
(iii) contracts of sale of a commodity for future 
delivery; 
(iv) forward contracts; 
(v) repurchase agreements; 
Applicability. 
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124 STAT. 1806 
PUBLIC LAW 111–203—JULY 21, 2010 
(vi) swaps; 
(vii) security-based swaps; 
(viii) swap agreements; 
(ix) security-based swap agreements; 
(x) foreign exchange contracts; 
(xi) financial derivatives contracts; and 
(xii) any similar transaction that the Council deter-
mines to be a financial transaction for purposes of 
this title. 
(C) INCLUDED
ACTIVITIES.—When conducted with 
respect to a financial transaction, payment, clearing, and 
settlement activities may include— 
(i) the calculation and communication of unsettled 
financial transactions between counterparties; 
(ii) the netting of transactions; 
(iii) provision and maintenance of trade, contract, 
or instrument information; 
(iv) the management of risks and activities associ-
ated with continuing financial transactions; 
(v) transmittal and storage of payment instruc-
tions; 
(vi) the movement of funds; 
(vii) the final settlement of financial transactions; 
and 
(viii) other similar functions that the Council may 
determine. 
(D) EXCLUSION.—Payment, clearing, and settlement 
activities shall not include public reporting of swap trans-
action data under section 727 or 763(i) of the Wall Street 
Transparency and Accountability Act of 2010. 
(8) SUPERVISORY AGENCY.— 
(A) IN
GENERAL.—The term ‘‘Supervisory Agency’’ 
means the Federal agency that has primary jurisdiction 
over a designated financial market utility under Federal 
banking, securities, or commodity futures laws, as follows: 
(i) The Securities and Exchange Commission, with 
respect to a designated financial market utility that 
is a clearing agency registered with the Securities and 
Exchange Commission. 
(ii) The Commodity Futures Trading Commission, 
with respect to a designated financial market utility 
that is a derivatives clearing organization registered 
with the Commodity Futures Trading Commission. 
(iii) The appropriate Federal banking agency, with 
respect to a designated financial market utility that 
is an institution described in section 3(q) of the Federal 
Deposit Insurance Act. 
(iv) The Board of Governors, with respect to a 
designated financial market utility that is otherwise 
not subject to the jurisdiction of any agency listed 
in clauses (i), (ii), and (iii). 
(B) MULTIPLE AGENCY JURISDICTION.—If a designated 
financial market utility is subject to the jurisdictional 
supervision of more than 1 agency listed in subparagraph 
(A), then such agencies should agree on 1 agency to act 
as the Supervisory Agency, and if such agencies cannot 
agree on which agency has primary jurisdiction, the Council 
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124 STAT. 1807 
PUBLIC LAW 111–203—JULY 21, 2010 
shall decide which agency is the Supervisory Agency for 
purposes of this title. 
(9) SYSTEMICALLY IMPORTANT AND SYSTEMIC IMPORTANCE.— 
The terms ‘‘systemically important’’ and ‘‘systemic importance’’ 
mean a situation where the failure of or a disruption to the 
functioning of a financial market utility or the conduct of a 
payment, clearing, or settlement activity could create, or 
increase, the risk of significant liquidity or credit problems 
spreading among financial institutions or markets and thereby 
threaten the stability of the financial system of the United 
States. 
SEC. 804. DESIGNATION OF SYSTEMIC IMPORTANCE. 
(a) DESIGNATION.— 
(1) FINANCIAL STABILITY OVERSIGHT COUNCIL.—The Council, 
on a nondelegable basis and by a vote of not fewer than 2⁄3 
of members then serving, including an affirmative vote by 
the Chairperson of the Council, shall designate those financial 
market utilities or payment, clearing, or settlement activities 
that the Council determines are, or are likely to become, 
systemically important. 
(2) CONSIDERATIONS.—In determining whether a financial 
market utility or payment, clearing, or settlement activity is, 
or is likely to become, systemically important, the Council 
shall take into consideration the following: 
(A) The aggregate monetary value of transactions proc-
essed by the financial market utility or carried out through 
the payment, clearing, or settlement activity. 
(B) The aggregate exposure of the financial market 
utility or a financial institution engaged in payment, 
clearing, or settlement activities to its counterparties. 
(C) The relationship, interdependencies, or other inter-
actions of the financial market utility or payment, clearing, 
or settlement activity with other financial market utilities 
or payment, clearing, or settlement activities. 
(D) The effect that the failure of or a disruption to 
the financial market utility or payment, clearing, or settle-
ment activity would have on critical markets, financial 
institutions, or the broader financial system. 
(E) Any other factors that the Council deems appro-
priate. 
(b) RESCISSION OF DESIGNATION.— 
(1) IN
GENERAL.—The Council, on a nondelegable basis 
and by a vote of not fewer than 2⁄3 of members then serving, 
including an affirmative vote by the Chairperson of the Council, 
shall rescind a designation of systemic importance for a des-
ignated financial market utility or designated activity if the 
Council determines that the utility or activity no longer meets 
the standards for systemic importance. 
(2) EFFECT OF RESCISSION.—Upon rescission, the financial 
market utility or financial institutions conducting the activity 
will no longer be subject to the provisions of this title or 
any rules or orders prescribed under this title. 
(c) 
CONSULTATION
AND
NOTICE
AND
OPPORTUNITY
FOR 
HEARING.— 
12 USC 5463. 
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124 STAT. 1808 
PUBLIC LAW 111–203—JULY 21, 2010 
(1) CONSULTATION.—Before making any determination 
under subsection (a) or (b), the Council shall consult with 
the relevant Supervisory Agency and the Board of Governors. 
(2) ADVANCE NOTICE AND OPPORTUNITY FOR HEARING.— 
(A) IN
GENERAL.—Before making any determination 
under subsection (a) or (b), the Council shall provide the 
financial market utility or, in the case of a payment, 
clearing, or settlement activity, financial institutions with 
advance notice of the proposed determination of the 
Council. 
(B) NOTICE IN FEDERAL REGISTER.—The Council shall 
provide such advance notice to financial institutions by 
publishing a notice in the Federal Register. 
(C) REQUESTS FOR HEARING.—Within 30 days from the 
date of any notice of the proposed determination of the 
Council, the financial market utility or, in the case of 
a payment, clearing, or settlement activity, a financial 
institution engaged in the designated activity may request, 
in writing, an opportunity for a written or oral hearing 
before the Council to demonstrate that the proposed des-
ignation or rescission of designation is not supported by 
substantial evidence. 
(D) WRITTEN SUBMISSIONS.—Upon receipt of a timely 
request, the Council shall fix a time, not more than 30 
days after receipt of the request, unless extended at the 
request of the financial market utility or financial institu-
tion, and place at which the financial market utility or 
financial institution may appear, personally or through 
counsel, to submit written materials, or, at the sole discre-
tion of the Council, oral testimony or oral argument. 
(3) EMERGENCY EXCEPTION.— 
(A) WAIVER
OR
MODIFICATION
BY
VOTE
OF
THE 
COUNCIL.—The Council may waive or modify the require-
ments of paragraph (2) if the Council determines, by an 
affirmative vote of not fewer than 2⁄3 of members then 
serving, including an affirmative vote by the Chairperson 
of the Council, that the waiver or modification is necessary 
to prevent or mitigate an immediate threat to the financial 
system posed by the financial market utility or the pay-
ment, clearing, or settlement activity. 
(B) NOTICE OF WAIVER OR MODIFICATION.—The Council 
shall provide notice of the waiver or modification to the 
financial market utility concerned or, in the case of a 
payment, clearing, or settlement activity, to financial 
institutions, as soon as practicable, which shall be no later 
than 24 hours after the waiver or modification in the 
case of a financial market utility and 3 business days 
in the case of financial institutions. The Council shall pro-
vide the notice to financial institutions by posting a notice 
on the website of the Council and by publishing a notice 
in the Federal Register. 
(d) NOTIFICATION OF FINAL DETERMINATION.— 
(1) AFTER HEARING.—Within 60 days of any hearing under 
subsection (c)(2), the Council shall notify the financial market 
utility or financial institutions of the final determination of 
the Council in writing, which shall include findings of fact 
upon which the determination of the Council is based. 
Deadlines. 
Web posting. 
Federal Register, 
publication. 
Deadlines. 
Deadline. 
Deadline. 
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124 STAT. 1809 
PUBLIC LAW 111–203—JULY 21, 2010 
(2) WHEN NO HEARING REQUESTED.—If the Council does 
not receive a timely request for a hearing under subsection 
(c)(2), the Council shall notify the financial market utility or 
financial institutions of the final determination of the Council 
in writing not later than 30 days after the expiration of the 
date by which a financial market utility or a financial institu-
tion could have requested a hearing. All notices to financial 
institutions under this subsection shall be published in the 
Federal Register. 
(e) EXTENSION
OF TIME PERIODS.—The Council may extend 
the time periods established in subsections (c) and (d) as the Council 
determines to be necessary or appropriate. 
SEC. 805. STANDARDS FOR SYSTEMICALLY IMPORTANT FINANCIAL 
MARKET UTILITIES AND PAYMENT, CLEARING, OR SETTLE-
MENT ACTIVITIES. 
(a) AUTHORITY TO PRESCRIBE STANDARDS.— 
(1) BOARD OF GOVERNORS.—Except as provided in para-
graph (2), the Board of Governors, by rule or order, and in 
consultation with the Council and the Supervisory Agencies, 
shall prescribe risk management standards, taking into consid-
eration relevant international standards and existing pruden-
tial requirements, governing— 
(A) the operations related to the payment, clearing, 
and settlement activities of designated financial market 
utilities; and 
(B) the conduct of designated activities by financial 
institutions. 
(2) SPECIAL PROCEDURES FOR DESIGNATED CLEARING ENTI-
TIES AND DESIGNATED ACTIVITIES OF CERTAIN FINANCIAL INSTITU-
TIONS.— 
(A) CFTC AND COMMISSION.—The Commodity Futures 
Trading Commission and the Commission may each pre-
scribe regulations, in consultation with the Council and 
the Board of Governors, containing risk management stand-
ards, taking into consideration relevant international 
standards and existing prudential requirements, for those 
designated clearing entities and financial institutions 
engaged in designated activities for which each is the 
Supervisory Agency or the appropriate financial regulator, 
governing— 
(i) the operations related to payment, clearing, and 
settlement activities of such designated clearing enti-
ties; and 
(ii) the conduct of designated activities by such 
financial institutions. 
(B) REVIEW AND DETERMINATION.—The Board of Gov-
ernors may determine that existing prudential require-
ments of the Commodity Futures Trading Commission, the 
Commission, or both (including requirements prescribed 
pursuant to subparagraph (A)) with respect to designated 
clearing entities and financial institutions engaged in des-
ignated activities for which the Commission or the Com-
modity Futures Trading Commission is the Supervisory 
Agency or the appropriate financial regulator are insuffi-
cient to prevent or mitigate significant liquidity, credit, 
12 USC 5464. 
Federal Register, 
publication. 
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124 STAT. 1810 
PUBLIC LAW 111–203—JULY 21, 2010 
operational, or other risks to the financial markets or to 
the financial stability of the United States. 
(C) WRITTEN DETERMINATION.—Any determination by 
the Board of Governors under subparagraph (B) shall be 
provided in writing to the Commodity Futures Trading 
Commission or the Commission, as applicable, and the 
Council, and shall explain why existing prudential require-
ments, considered as a whole, are insufficient to ensure 
that the operations and activities of the designated clearing 
entities or the activities of financial institutions described 
in subparagraph (B) will not pose significant liquidity, 
credit, operational, or other risks to the financial markets 
or to the financial stability of the United States. The Board 
of Governors’ determination shall contain a detailed anal-
ysis supporting its findings and identify the specific pruden-
tial requirements that are insufficient. 
(D) CFTC AND
COMMISSION
RESPONSE.—The Com-
modity Futures Trading Commission or the Commission, 
as applicable, shall within 60 days either object to the 
Board of Governors’ determination with a detailed analysis 
as to why existing prudential requirements are sufficient, 
or submit an explanation to the Council and the Board 
of Governors describing the actions to be taken in response 
to the Board of Governors’ determination. 
(E) AUTHORIZATION.—Upon an affirmative vote by not 
fewer than 2/3 of members then serving on the Council, 
the Council shall either find that the response submitted 
under subparagraph (D) is sufficient, or require the Com-
modity Futures Trading Commission, or the Commission, 
as applicable, to prescribe such risk management standards 
as the Council determines is necessary to address the spe-
cific prudential requirements that are determined to be 
insufficient.’’ 
(b) OBJECTIVES AND PRINCIPLES.—The objectives and principles 
for the risk management standards prescribed under subsection 
(a) shall be to— 
(1) promote robust risk management; 
(2) promote safety and soundness; 
(3) reduce systemic risks; and 
(4) support the stability of the broader financial system. 
(c) SCOPE.—The standards prescribed under subsection (a) may 
address areas such as— 
(1) risk management policies and procedures; 
(2) margin and collateral requirements; 
(3) participant or counterparty default policies and proce-
dures; 
(4) the ability to complete timely clearing and settlement 
of financial transactions; 
(5) capital and financial resource requirements for des-
ignated financial market utilities; and 
(6) other areas that are necessary to achieve the objectives 
and principles in subsection (b). 
(d) LIMITATION ON SCOPE.—Except as provided in subsections 
(e) and (f) of section 807, nothing in this title shall be construed 
to permit the Council or the Board of Governors to take any action 
or exercise any authority granted to the Commodity Futures 
Trading Commission under section 2(h) of the Commodity Exchange 
Deadline. 
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124 STAT. 1811 
PUBLIC LAW 111–203—JULY 21, 2010 
Act or the Securities and Exchange Commission under section 3C(a) 
of the Securities Exchange Act of 1934, including— 
(1) the approval of, disapproval of, or stay of the clearing 
requirement for any group, category, type, or class of swaps 
that a designated clearing entity may accept for clearing; 
(2) the determination that any group, category, type, or 
class of swaps shall be subject to the mandatory clearing 
requirement of section 2(h)(1) of the Commodity Exchange Act 
or section 3C(a)(1) of the Securities Exchange Act of 1934; 
(3) the determination that any person is exempt from the 
mandatory clearing requirement of section 2(h)(1) of the Com-
modity Exchange Act or section 3C(a)(1) of the Securities 
Exchange Act of 1934; or 
(4) any authority granted to the Commodity Futures 
Trading Commission or the Securities and Exchange Commis-
sion with respect to transaction reporting or trade execution. 
(e) THRESHOLD LEVEL.—The standards prescribed under sub-
section (a) governing the conduct of designated activities by financial 
institutions shall, where appropriate, establish a threshold as to 
the level or significance of engagement in the activity at which 
a financial institution will become subject to the standards with 
respect to that activity. 
(f) COMPLIANCE REQUIRED.—Designated financial market utili-
ties and financial institutions subject to the standards prescribed 
under subsection (a) for a designated activity shall conduct their 
operations in compliance with the applicable risk management 
standards. 
SEC. 806. OPERATIONS OF DESIGNATED FINANCIAL MARKET UTILI-
TIES. 
(a) FEDERAL RESERVE ACCOUNT
AND SERVICES.—The Board 
of Governors may authorize a Federal Reserve Bank to establish 
and maintain an account for a designated financial market utility 
and provide the services listed in section 11A(b) of the Federal 
Reserve Act (12 U.S.C. 248a(b)) and deposit accounts under the 
first undesignated paragraph of section 13 of the Federal Reserve 
Act (12 U.S.C. 342) to the designated financial market utility that 
the Federal Reserve Bank is authorized under the Federal Reserve 
Act to provide to a depository institution, subject to any applicable 
rules, orders, standards, or guidelines prescribed by the Board 
of Governors. 
(b) ADVANCES.—The Board of Governors may authorize a Fed-
eral Reserve bank under section 10B of the Federal Reserve Act 
(12 U.S.C. 347b) to provide to a designated financial market utility 
discount and borrowing privileges only in unusual or exigent cir-
cumstances, upon the affirmative vote of a majority of the Board 
of Governors then serving (or such other number in accordance 
with the provisions of section 11(r)(2) of the Federal Reserve Act 
(12 U.S.C. 248(r)(2)) after consultation with the Secretary, and 
upon a showing by the designated financial market utility that 
it is unable to secure adequate credit accommodations from other 
banking institutions. All such discounts and borrowing privileges 
shall be subject to such other limitations, restrictions, and regula-
tions as the Board of Governors may prescribe. Access to discount 
and borrowing privileges under section 10B of the Federal Reserve 
Act as authorized in this section does not require a designated 
12 USC 5465. 
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124 STAT. 1812 
PUBLIC LAW 111–203—JULY 21, 2010 
financial market utility to be or become a bank or bank holding 
company. 
(c) EARNINGS
ON FEDERAL RESERVE BALANCES.—A Federal 
Reserve Bank may pay earnings on balances maintained by or 
on behalf of a designated financial market utility in the same 
manner and to the same extent as the Federal Reserve Bank 
may pay earnings to a depository institution under the Federal 
Reserve Act, subject to any applicable rules, orders, standards, 
or guidelines prescribed by the Board of Governors. 
(d) RESERVE REQUIREMENTS.—The Board of Governors may 
exempt a designated financial market utility from, or modify any, 
reserve requirements under section 19 of the Federal Reserve Act 
(12 U.S.C. 461) applicable to a designated financial market utility. 
(e) CHANGES TO RULES, PROCEDURES, OR OPERATIONS.— 
(1) ADVANCE NOTICE.— 
(A) 
ADVANCE
NOTICE
OF
PROPOSED
CHANGES 
REQUIRED.—A designated financial market utility shall pro-
vide notice 60 days in advance notice to its Supervisory 
Agency of any proposed change to its rules, procedures, 
or operations that could, as defined in rules of each Super-
visory Agency, materially affect, the nature or level of 
risks presented by the designated financial market utility. 
(B) TERMS AND STANDARDS PRESCRIBED BY THE SUPER-
VISORY AGENCIES.—Each Supervisory Agency, in consulta-
tion with the Board of Governors, shall prescribe regula-
tions that define and describe the standards for deter-
mining when notice is required to be provided under 
subparagraph (A). 
(C) CONTENTS OF NOTICE.—The notice of a proposed 
change shall describe— 
(i) the nature of the change and expected effects 
on risks to the designated financial market utility, 
its participants, or the market; and 
(ii) how the designated financial market utility 
plans to manage any identified risks. 
(D) 
ADDITIONAL
INFORMATION.—The 
Supervisory 
Agency may require a designated financial market utility 
to provide any information necessary to assess the effect 
the proposed change would have on the nature or level 
of risks associated with the designated financial market 
utility’s payment, clearing, or settlement activities and the 
sufficiency of any proposed risk management techniques. 
(E) NOTICE OF OBJECTION.—The Supervisory Agency 
shall notify the designated financial market utility of any 
objection regarding the proposed change within 60 days 
from the later of— 
(i) the date that the notice of the proposed change 
is received; or 
(ii) the date any further information requested 
for consideration of the notice is received. 
(F) CHANGE NOT ALLOWED IF OBJECTION.—A designated 
financial market utility shall not implement a change to 
which the Supervisory Agency has an objection. 
(G) CHANGE
ALLOWED
IF
NO
OBJECTION
WITHIN
60 
DAYS.—A designated financial market utility may imple-
ment a change if it has not received an objection to the 
proposed change within 60 days of the later of— 
Deadline. 
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124 STAT. 1813 
PUBLIC LAW 111–203—JULY 21, 2010 
(i) the date that the Supervisory Agency receives 
the notice of proposed change; or 
(ii) the date the Supervisory Agency receives any 
further information it requests for consideration of the 
notice. 
(H) REVIEW
EXTENSION
FOR
NOVEL
OR
COMPLEX 
ISSUES.—The Supervisory Agency may, during the 60-day 
review period, extend the review period for an additional 
60 days for proposed changes that raise novel or complex 
issues, subject to the Supervisory Agency providing the 
designated financial market utility with prompt written 
notice of the extension. Any extension under this subpara-
graph will extend the time periods under subparagraphs 
(E) and (G). 
(I) CHANGE ALLOWED EARLIER IF NOTIFIED OF NO OBJEC-
TION.—A designated financial market utility may imple-
ment a change in less than 60 days from the date of 
receipt of the notice of proposed change by the Supervisory 
Agency, or the date the Supervisory Agency receives any 
further information it requested, if the Supervisory Agency 
notifies the designated financial market utility in writing 
that it does not object to the proposed change and author-
izes the designated financial market utility to implement 
the change on an earlier date, subject to any conditions 
imposed by the Supervisory Agency. 
(2) EMERGENCY CHANGES.— 
(A) IN GENERAL.—A designated financial market utility 
may implement a change that would otherwise require 
advance notice under this subsection if it determines that— 
(i) an emergency exists; and 
(ii) immediate implementation of the change is 
necessary for the designated financial market utility 
to continue to provide its services in a safe and sound 
manner. 
(B) NOTICE
REQUIRED
WITHIN
24
HOURS.—The des-
ignated financial market utility shall provide notice of any 
such emergency change to its Supervisory Agency, as soon 
as practicable, which shall be no later than 24 hours after 
implementation of the change. 
(C) CONTENTS OF EMERGENCY NOTICE.—In addition to 
the information required for changes requiring advance 
notice, the notice of an emergency change shall describe— 
(i) the nature of the emergency; and 
(ii) the reason the change was necessary for the 
designated financial market utility to continue to pro-
vide its services in a safe and sound manner. 
(D) MODIFICATION OR RESCISSION OF CHANGE MAY BE 
REQUIRED.—The Supervisory Agency may require modifica-
tion or rescission of the change if it finds that the change 
is not consistent with the purposes of this Act or any 
applicable rules, orders, or standards prescribed under sec-
tion 805(a). 
(3) COPYING THE BOARD OF GOVERNORS.—The Supervisory 
Agency shall provide the Board of Governors concurrently with 
a complete copy of any notice, request, or other information 
it issues, submits, or receives under this subsection. 
Time period. 
Time period. 
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124 STAT. 1814 
PUBLIC LAW 111–203—JULY 21, 2010 
(4) CONSULTATION
WITH
BOARD
OF
GOVERNORS.—Before 
taking any action on, or completing its review of, a change 
proposed by a designated financial market utility, the Super-
visory Agency shall consult with the Board of Governors. 
SEC. 807. EXAMINATION OF AND ENFORCEMENT ACTIONS AGAINST 
DESIGNATED FINANCIAL MARKET UTILITIES. 
(a) EXAMINATION.—Notwithstanding any other provision of law 
and subject to subsection (d), the Supervisory Agency shall conduct 
examinations of a designated financial market utility at least once 
annually in order to determine the following: 
(1) The nature of the operations of, and the risks borne 
by, the designated financial market utility. 
(2) The financial and operational risks presented by the 
designated financial market utility to financial institutions, 
critical markets, or the broader financial system. 
(3) The resources and capabilities of the designated finan-
cial market utility to monitor and control such risks. 
(4) The safety and soundness of the designated financial 
market utility. 
(5) The designated financial market utility’s compliance 
with— 
(A) this title; and 
(B) the rules and orders prescribed under this title. 
(b) SERVICE PROVIDERS.—Whenever a service integral to the 
operation of a designated financial market utility is performed 
for the designated financial market utility by another entity, 
whether an affiliate or non-affiliate and whether on or off the 
premises of the designated financial market utility, the Supervisory 
Agency may examine whether the provision of that service is in 
compliance with applicable law, rules, orders, and standards to 
the same extent as if the designated financial market utility were 
performing the service on its own premises. 
(c) ENFORCEMENT.—For purposes of enforcing the provisions 
of this title, a designated financial market utility shall be subject 
to, and the appropriate Supervisory Agency shall have authority 
under the provisions of subsections (b) through (n) of section 8 
of the Federal Deposit Insurance Act (12 U.S.C. 1818) in the same 
manner and to the same extent as if the designated financial 
market utility was an insured depository institution and the Super-
visory Agency was the appropriate Federal banking agency for 
such insured depository institution. 
(d) BOARD OF GOVERNORS INVOLVEMENT IN EXAMINATIONS.— 
(1) BOARD OF GOVERNORS CONSULTATION ON EXAMINATION 
PLANNING.—The Supervisory Agency shall consult annually 
with the Board of Governors regarding the scope and method-
ology of any examination conducted under subsections (a) and 
(b). The Supervisory Agency shall lead all examinations con-
ducted under subsections (a) and (b) 
(2) BOARD OF GOVERNORS PARTICIPATION IN EXAMINATION.— 
The Board of Governors may, in its discretion, participate in 
any examination led by a Supervisory Agency and conducted 
under subsections (a) and (b). 
(e) BOARD OF GOVERNORS ENFORCEMENT RECOMMENDATIONS.— 
(1) RECOMMENDATION.—The Board of Governors may, after 
consulting with the Council and the Supervisory Agency, at 
any time recommend to the Supervisory Agency that such 
Deadline. 
12 USC 5466. 
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124 STAT. 1815 
PUBLIC LAW 111–203—JULY 21, 2010 
agency take enforcement action against a designated financial 
market utility in order to prevent or mitigate significant 
liquidity, credit, operational, or other risks to the financial 
markets or to the financial stability of the United States. Any 
such recommendation for enforcement action shall provide a 
detailed analysis supporting the recommendation of the Board 
of Governors. 
(2) CONSIDERATION.—The Supervisory Agency shall con-
sider the recommendation of the Board of Governors and submit 
a response to the Board of Governors within 60 days. 
(3) BINDING
ARBITRATION.—If the Supervisory Agency 
rejects, in whole or in part, the recommendation of the Board 
of Governors, the Board of Governors may refer the rec-
ommendation to the Council for a binding decision on whether 
an enforcement action is warranted. 
(4) ENFORCEMENT ACTION.—Upon an affirmative vote by 
a majority of the Council in favor of the Board of Governors’ 
recommendation under paragraph (3), the Council may require 
the Supervisory Agency to— 
(A) exercise the enforcement authority referenced in 
subsection (c); and 
(B) take enforcement action against the designated 
financial market utility. 
(f) EMERGENCY ENFORCEMENT ACTIONS BY THE BOARD OF GOV-
ERNORS.— 
(1) IMMINENT RISK OF SUBSTANTIAL HARM.—The Board of 
Governors may, after consulting with the Supervisory Agency 
and upon an affirmative vote by a majority the Council, take 
enforcement action against a designated financial market utility 
if the Board of Governors has reasonable cause to conclude 
that— 
(A) either— 
(i) an action engaged in, or contemplated by, a 
designated financial market utility (including any 
change proposed by the designated financial market 
utility to its rules, procedures, or operations that would 
otherwise be subject to section 806(e)) poses an 
imminent risk of substantial harm to financial institu-
tions, critical markets, or the broader financial system 
of the United States; or 
(ii) the condition of a designated financial market 
utility poses an imminent risk of substantial harm 
to financial institutions, critical markets, or the 
broader financial system; and 
(B) the imminent risk of substantial harm precludes 
the Board of Governors’ use of the procedures in subsection 
(e). 
(2) ENFORCEMENT
AUTHORITY.—For purposes of taking 
enforcement action under paragraph (1), a designated financial 
market utility shall be subject to, and the Board of Governors 
shall have authority under the provisions of subsections (b) 
through (n) of section 8 of the Federal Deposit Insurance Act 
(12 U.S.C. 1818) in the same manner and to the same extent 
as if the designated financial market utility was an insured 
depository institution and the Board of Governors was the 
appropriate Federal banking agency for such insured depository 
institution. 
Deadline. 
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124 STAT. 1816 
PUBLIC LAW 111–203—JULY 21, 2010 
SEC. 808. EXAMINATION OF AND ENFORCEMENT ACTIONS AGAINST 
FINANCIAL INSTITUTIONS SUBJECT TO STANDARDS FOR 
DESIGNATED ACTIVITIES. 
(a) EXAMINATION.—The appropriate financial regulator is 
authorized to examine a financial institution subject to the stand-
ards prescribed under section 805(a) for a designated activity in 
order to determine the following: 
(1) The nature and scope of the designated activities 
engaged in by the financial institution. 
(2) The financial and operational risks the designated 
activities engaged in by the financial institution may pose 
to the safety and soundness of the financial institution. 
(3) The financial and operational risks the designated 
activities engaged in by the financial institution may pose 
to other financial institutions, critical markets, or the broader 
financial system. 
(4) The resources available to and the capabilities of the 
financial institution to monitor and control the risks described 
in paragraphs (2) and (3). 
(5) The financial institution’s compliance with this title 
and the rules and orders prescribed under section 805(a). 
(b) ENFORCEMENT.—For purposes of enforcing the provisions 
of this title, and the rules and orders prescribed under this section, 
a financial institution subject to the standards prescribed under 
section 805(a) for a designated activity shall be subject to, and 
the appropriate financial regulator shall have authority under the 
provisions of subsections (b) through (n) of section 8 of the Federal 
Deposit Insurance Act (12 U.S.C. 1818) in the same manner and 
to the same extent as if the financial institution was an insured 
depository institution and the appropriate financial regulator was 
the appropriate Federal banking agency for such insured depository 
institution. 
(c) TECHNICAL ASSISTANCE.—The Board of Governors shall con-
sult with and provide such technical assistance as may be required 
by the appropriate financial regulators to ensure that the rules 
and orders prescribed under this title are interpreted and applied 
in as consistent and uniform a manner as practicable. 
(d) DELEGATION.— 
(1) EXAMINATION.— 
(A) REQUEST TO BOARD OF GOVERNORS.—The appro-
priate financial regulator may request the Board of Gov-
ernors to conduct or participate in an examination of a 
financial institution subject to the standards prescribed 
under section 805(a) for a designated activity in order 
to assess the compliance of such financial institution with— 
(i) this title; or 
(ii) the rules or orders prescribed under this title. 
(B) EXAMINATION
BY
BOARD
OF
GOVERNORS.—Upon 
receipt of an appropriate written request, the Board of 
Governors will conduct the examination under such terms 
and conditions to which the Board of Governors and the 
appropriate financial regulator mutually agree. 
(2) ENFORCEMENT.— 
(A) REQUEST TO BOARD OF GOVERNORS.—The appro-
priate financial regulator may request the Board of Gov-
ernors to enforce this title or the rules or orders prescribed 
Consultation. 
12 USC 5467. 
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124 STAT. 1817 
PUBLIC LAW 111–203—JULY 21, 2010 
under this title against a financial institution that is sub-
ject to the standards prescribed under section 805(a) for 
a designated activity. 
(B) ENFORCEMENT
BY
BOARD
OF
GOVERNORS.—Upon 
receipt of an appropriate written request, the Board of 
Governors shall determine whether an enforcement action 
is warranted, and, if so, it shall enforce compliance with 
this title or the rules or orders prescribed under this title 
and, if so, the financial institution shall be subject to, 
and the Board of Governors shall have authority under 
the provisions of subsections (b) through (n) of section 
8 of the Federal Deposit Insurance Act (12 U.S.C. 1818) 
in the same manner and to the same extent as if the 
financial institution was an insured depository institution 
and the Board of Governors was the appropriate Federal 
banking agency for such insured depository institution. 
(e) BACK-UP AUTHORITY OF THE BOARD OF GOVERNORS.— 
(1) EXAMINATION
AND
ENFORCEMENT.—Notwithstanding 
any other provision of law, the Board of Governors may— 
(A) conduct an examination of the type described in 
subsection (a) of any financial institution that is subject 
to the standards prescribed under section 805(a) for a des-
ignated activity; and 
(B) enforce the provisions of this title or any rules 
or orders prescribed under this title against any financial 
institution that is subject to the standards prescribed under 
section 805(a) for a designated activity. 
(2) LIMITATIONS.— 
(A) EXAMINATION.—The Board of Governors may exer-
cise the authority described in paragraph (1)(A) only if 
the Board of Governors has— 
(i) reasonable cause to believe that a financial 
institution is not in compliance with this title or the 
rules or orders prescribed under this title with respect 
to a designated activity; 
(ii) notified, in writing, the appropriate financial 
regulator and the Council of its belief under clause 
(i) with supporting documentation included; 
(iii) requested the appropriate financial regulator 
to conduct a prompt examination of the financial 
institution; 
(iv) either— 
(I) not been afforded a reasonable opportunity 
to participate in an examination of the financial 
institution by the appropriate financial regulator 
within 30 days after the date of the Board’s 
notification under clause (ii); or 
(II) reasonable cause to believe that the finan-
cial institution’s noncompliance with this title or 
the rules or orders prescribed under this title poses 
a substantial risk to other financial institutions, 
critical markets, or the broader financial system, 
subject to the Board of Governors affording the 
appropriate financial regulator a reasonable oppor-
tunity to participate in the examination; and 
(v) obtained the approval of the Council upon an 
affirmative vote by a majority of the Council. 
Deadline. 
Notification. 
Determination. 
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124 STAT. 1818 
PUBLIC LAW 111–203—JULY 21, 2010 
(B) ENFORCEMENT.—The Board of Governors may exer-
cise the authority described in paragraph (1)(B) only if 
the Board of Governors has— 
(i) reasonable cause to believe that a financial 
institution is not in compliance with this title or the 
rules or orders prescribed under this title with respect 
to a designated activity; 
(ii) notified, in writing, the appropriate financial 
regulator and the Council of its belief under clause 
(i) with supporting documentation included and with 
a recommendation that the appropriate financial regu-
lator take 1 or more specific enforcement actions 
against the financial institution; 
(iii) either— 
(I) not been notified, in writing, by the appro-
priate financial regulator of the commencement 
of an enforcement action recommended by the 
Board of Governors against the financial institu-
tion within 60 days from the date of the notifica-
tion under clause (ii); or 
(II) reasonable cause to believe that the finan-
cial institution’s noncompliance with this title or 
the rules or orders prescribed under this title poses 
significant liquidity, credit, operational, or other 
risks to the financial markets or to the financial 
stability of the United States, subject to the Board 
of Governors notifying the appropriate financial 
regulator of the Board’s enforcement action; and 
(iv) obtained the approval of the Council upon 
an affirmative vote by a majority of the Council. 
(3) ENFORCEMENT
PROVISIONS.—For purposes of taking 
enforcement action under paragraph (1), the financial institu-
tion shall be subject to, and the Board of Governors shall 
have authority under the provisions of subsections (b) through 
(n) of section 8 of the Federal Deposit Insurance Act (12 U.S.C. 
1818) in the same manner and to the same extent as if the 
financial institution was an insured depository institution and 
the Board of Governors was the appropriate Federal banking 
agency for such insured depository institution. 
SEC. 809. REQUESTS FOR INFORMATION, REPORTS, OR RECORDS. 
(a) INFORMATION TO ASSESS SYSTEMIC IMPORTANCE.— 
(1) FINANCIAL MARKET UTILITIES.—The Council is author-
ized to require any financial market utility to submit such 
information as the Council may require for the sole purpose 
of assessing whether that financial market utility is system-
ically important, but only if the Council has reasonable cause 
to believe that the financial market utility meets the standards 
for systemic importance set forth in section 804. 
(2) 
FINANCIAL
INSTITUTIONS
ENGAGED
IN
PAYMENT, 
CLEARING, OR SETTLEMENT ACTIVITIES.—The Council is author-
ized to require any financial institution to submit such informa-
tion as the Council may require for the sole purpose of assessing 
whether any payment, clearing, or settlement activity engaged 
in or supported by a financial institution is systemically impor-
tant, but only if the Council has reasonable cause to believe 
12 USC 5468. 
Deadline. 
Notification. 
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124 STAT. 1819 
PUBLIC LAW 111–203—JULY 21, 2010 
that the activity meets the standards for systemic importance 
set forth in section 804. 
(b) REPORTING AFTER DESIGNATION.— 
(1) DESIGNATED FINANCIAL MARKET UTILITIES.—The Board 
of Governors and the Council may each require a designated 
financial market utility to submit reports or data to the Board 
of Governors and the Council in such frequency and form 
as deemed necessary by the Board of Governors or the Council 
in order to assess the safety and soundness of the utility 
and the systemic risk that the utility’s operations pose to the 
financial system. 
(2) FINANCIAL INSTITUTIONS SUBJECT TO STANDARDS FOR 
DESIGNATED
ACTIVITIES.—The Board of Governors and the 
Council may each require 1 or more financial institutions sub-
ject to the standards prescribed under section 805(a) for a 
designated activity to submit, in such frequency and form as 
deemed necessary by the Board of Governors or the Council, 
reports and data to the Board of Governors and the Council 
solely with respect to the conduct of the designated activity 
and solely to assess whether— 
(A) the rules, orders, or standards prescribed under 
section 805(a) with respect to the designated activity appro-
priately address the risks to the financial system presented 
by such activity; and 
(B) the financial institutions are in compliance with 
this title and the rules and orders prescribed under section 
805(a) with respect to the designated activity. 
(3) LIMITATION.—The Board of Governors may, upon an 
affirmative vote by a majority of the Council, prescribe regula-
tions under this section that impose a recordkeeping or 
reporting requirement on designated clearing entities or finan-
cial institutions engaged in designated activities that are sub-
ject to standards that have been prescribed under section 
805(a)(2). 
(c) COORDINATION WITH APPROPRIATE FEDERAL SUPERVISORY 
AGENCY.— 
(1) ADVANCE COORDINATION.—Before requesting any mate-
rial information from, or imposing reporting or recordkeeping 
requirements on, any financial market utility or any financial 
institution engaged in a payment, clearing, or settlement 
activity, the Board of Governors or the Council shall coordinate 
with the Supervisory Agency for a financial market utility 
or the appropriate financial regulator for a financial institution 
to determine if the information is available from or may be 
obtained by the agency in the form, format, or detail required 
by the Board of Governors or the Council. 
(2) SUPERVISORY
REPORTS.—Notwithstanding any other 
provision of law, the Supervisory Agency, the appropriate finan-
cial regulator, and the Board of Governors are authorized to 
disclose to each other and the Council copies of its examination 
reports or similar reports regarding any financial market utility 
or any financial institution engaged in payment, clearing, or 
settlement activities. 
(d) TIMING OF RESPONSE FROM APPROPRIATE FEDERAL SUPER-
VISORY
AGENCY.—If the information, report, records, or data 
requested by the Board of Governors or the Council under sub-
section (c)(1) are not provided in full by the Supervisory Agency 
Deadline. 
Notice. 
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124 STAT. 1820 
PUBLIC LAW 111–203—JULY 21, 2010 
or the appropriate financial regulator in less than 15 days after 
the date on which the material is requested, the Board of Governors 
or the Council may request the information or impose recordkeeping 
or reporting requirements directly on such persons as provided 
in subsections (a) and (b) with notice to the agency. 
(e) SHARING OF INFORMATION.— 
(1) MATERIAL
CONCERNS.—Notwithstanding any other 
provision of law, the Board of Governors, the Council, the 
appropriate financial regulator, and any Supervisory Agency 
are authorized to— 
(A) promptly notify each other of material concerns 
about a designated financial market utility or any financial 
institution engaged in designated activities; and 
(B) share appropriate reports, information, or data 
relating to such concerns. 
(2) OTHER
INFORMATION.—Notwithstanding any other 
provision of law, the Board of Governors, the Council, the 
appropriate financial regulator, or any Supervisory Agency may, 
under such terms and conditions as it deems appropriate, pro-
vide confidential supervisory information and other information 
obtained under this title to each other, and to the Secretary, 
Federal Reserve Banks, State financial institution supervisory 
agencies, foreign financial supervisors, foreign central banks, 
and foreign finance ministries, subject to reasonable assurances 
of confidentiality, provided, however, that no person or entity 
receiving information pursuant to this section may disseminate 
such information to entities or persons other than those listed 
in this paragraph without complying with applicable law, 
including section 8 of the Commodity Exchange Act (7 U.S.C. 
12). 
(f) PRIVILEGE
MAINTAINED.—The Board of Governors, the 
Council, the appropriate financial regulator, and any Supervisory 
Agency providing reports or data under this section shall not be 
deemed to have waived any privilege applicable to those reports 
or data, or any portion thereof, by providing the reports or data 
to the other party or by permitting the reports or data, or any 
copies thereof, to be used by the other party. 
(g) DISCLOSURE
EXEMPTION.—Information obtained by the 
Board of Governors, the Supervisory Agencies, or the Council under 
this section and any materials prepared by the Board of Governors, 
the Supervisory Agencies, or the Council regarding their assessment 
of the systemic importance of financial market utilities or any 
payment, clearing, or settlement activities engaged in by financial 
institutions, and in connection with their supervision of designated 
financial market utilities and designated activities, shall be con-
fidential supervisory information exempt from disclosure under sec-
tion 552 of title 5, United States Code. For purposes of such section 
552, this subsection shall be considered a statute described in 
subsection (b)(3) of such section 552. 
SEC. 810. RULEMAKING. 
The Board of Governors, the Supervisory Agencies, and the 
Council are authorized to prescribe such rules and issue such orders 
as may be necessary to administer and carry out their respective 
authorities and duties granted under this title and prevent evasions 
thereof. 
12 USC 5469. 
Notification. 
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124 STAT. 1821 
PUBLIC LAW 111–203—JULY 21, 2010 
SEC. 811. OTHER AUTHORITY. 
Unless otherwise provided by its terms, this title does not 
divest any appropriate financial regulator, any Supervisory Agency, 
or any other Federal or State agency, of any authority derived 
from any other applicable law, except that any standards prescribed 
by the Board of Governors under section 805 shall supersede any 
less stringent requirements established under other authority to 
the extent of any conflict. 
SEC. 812. CONSULTATION. 
(a) CFTC.—The Commodity Futures Trading Commission shall 
consult with the Board of Governors— 
(1) prior to exercising its authorities under sections 
2(h)(2)(C), 2(h)(3)(A), 2(h)(3)(C), 2(h)(4)(A), and 2(h)(4)(B) of 
the Commodity Exchange Act, as amended by the Wall Street 
Transparency and Accountability Act of 2010; 
(2) with respect to any rule or rule amendment of a deriva-
tives clearing organization for which a stay of certification 
has been issued under section 745(b)(3) of the Wall Street 
Transparency and Accountability Act of 2010; and 
(3) prior to exercising its rulemaking authorities under 
section 728 of the Wall Street Transparency and Accountability 
Act of 2010. 
(b) SEC.—The Commission shall consult with the Board of 
Governors— 
(1) prior to exercising its authorities under sections 
3C(a)(2)(C), 3C(a)(3)(A), 3C(a)(3)(C), 3C(a)(4)(A), and 3C(a)(4)(B) 
of the Securities Exchange Act of 1934, as amended by the 
Wall Street Transparency and Accountability Act of 2010; 
(2) with respect to any proposed rule change of a clearing 
agency for which an extension of the time for review has 
been designated under section 19(b)(2) of the Securities 
Exchange Act of 1934; and 
(3) prior to exercising its rulemaking authorities under 
section 13(n) of the Securities Exchange Act of 1934, as added 
by section 763(i) of the Wall Street Transparency and Account-
ability Act of 2010. 
SEC. 813. COMMON FRAMEWORK FOR DESIGNATED CLEARING ENTITY 
RISK MANAGEMENT. 
The Commodity Futures Trading Commission and the Commis-
sion shall coordinate with the Board of Governors to jointly develop 
risk management supervision programs for designated clearing enti-
ties. Not later than 1 year after the date of enactment of this 
Act, the Commodity Futures Trading Commission, the Commission, 
and the Board of Governors shall submit a joint report to the 
Committee on Banking, Housing, and Urban Affairs and the Com-
mittee on Agriculture, Nutrition, and Forestry of the Senate, and 
the Committee on Financial Services and the Committee on Agri-
culture of the House of Representatives recommendations for— 
(1) improving consistency in the designated clearing entity 
oversight programs of the Commission and the Commodity 
Futures Trading Commission; 
(2) promoting robust risk management by designated 
clearing entities; 
(3) promoting robust risk management oversight by regu-
lators of designated clearing entities; and 
Deadline. 
Reports. 
12 USC 5472. 
12 USC 5471. 
12 USC 5470. 
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124 STAT. 1822 
PUBLIC LAW 111–203—JULY 21, 2010 
(4) improving regulators’ ability to monitor the potential 
effects of designated clearing entity risk management on the 
stability of the financial system of the United States. 
SEC. 814. EFFECTIVE DATE. 
This title is effective as of the date of enactment of this Act. 
TITLE 
IX—INVESTOR 
PROTECTIONS 
AND IMPROVEMENTS TO THE REGU-
LATION OF SECURITIES 
SEC. 901. SHORT TITLE. 
This title may be cited as the ‘‘Investor Protection and Securi-
ties Reform Act of 2010’’. 
Subtitle A—Increasing Investor Protection 
SEC. 911. INVESTOR ADVISORY COMMITTEE ESTABLISHED. 
Title I of the Securities Exchange Act of 1934 (15 U.S.C. 78a 
et seq.) is amended by adding at the end the following: 
‘‘SEC. 39. INVESTOR ADVISORY COMMITTEE. 
‘‘(a) ESTABLISHMENT AND PURPOSE.— 
‘‘(1) ESTABLISHMENT.—There is established within the 
Commission the Investor Advisory Committee (referred to in 
this section as the ‘Committee’). 
‘‘(2) PURPOSE.—The Committee shall— 
‘‘(A) advise and consult with the Commission on— 
‘‘(i) regulatory priorities of the Commission; 
‘‘(ii) issues relating to the regulation of securities 
products, trading strategies, and fee structures, and 
the effectiveness of disclosure; 
‘‘(iii) initiatives to protect investor interest; and 
‘‘(iv) initiatives to promote investor confidence and 
the integrity of the securities marketplace; and 
‘‘(B) submit to the Commission such findings and rec-
ommendations as the Committee determines are appro-
priate, including recommendations for proposed legislative 
changes. 
‘‘(b) MEMBERSHIP.— 
‘‘(1) IN GENERAL.—The members of the Committee shall 
be— 
‘‘(A) the Investor Advocate; 
‘‘(B) a representative of State securities commissions; 
‘‘(C) a representative of the interests of senior citizens; 
and 
‘‘(D) not fewer than 10, and not more than 20, members 
appointed by the Commission, from among individuals 
who— 
‘‘(i) represent the interests of individual equity 
and debt investors, including investors in mutual 
funds; 
‘‘(ii) represent the interests of institutional inves-
tors, including the interests of pension funds and reg-
istered investment companies; 
15 USC 78pp. 
15 USC 78a note. 
Investor 
Protection and 
Securities 
Reform Act of 
2010. 
12 USC 5461 
note. 
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124 STAT. 1823 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(iii) are knowledgeable about investment issues 
and decisions; and 
‘‘(iv) have reputations of integrity. 
‘‘(2) TERM.—Each member of the Committee appointed 
under paragraph (1)(B) shall serve for a term of 4 years. 
‘‘(3) MEMBERS
NOT
COMMISSION
EMPLOYEES.—Members 
appointed under paragraph (1)(B) shall not be deemed to be 
employees or agents of the Commission solely because of mem-
bership on the Committee. 
‘‘(c) CHAIRMAN; VICE CHAIRMAN; SECRETARY; ASSISTANT SEC-
RETARY.— 
‘‘(1) IN GENERAL.—The members of the Committee shall 
elect, from among the members of the Committee— 
‘‘(A) a chairman, who may not be employed by an 
issuer; 
‘‘(B) a vice chairman, who may not be employed by 
an issuer; 
‘‘(C) a secretary; and 
‘‘(D) an assistant secretary. 
‘‘(2) TERM.—Each member elected under paragraph (1) 
shall serve for a term of 3 years in the capacity for which 
the member was elected under paragraph (1). 
‘‘(d) MEETINGS.— 
‘‘(1) FREQUENCY
OF
MEETINGS.—The Committee shall 
meet— 
‘‘(A) not less frequently than twice annually, at the 
call of the chairman of the Committee; and 
‘‘(B) from time to time, at the call of the Commission. 
‘‘(2) NOTICE.—The chairman of the Committee shall give 
the members of the Committee written notice of each meeting, 
not later than 2 weeks before the date of the meeting. 
‘‘(e) COMPENSATION AND TRAVEL EXPENSES.—Each member of 
the Committee who is not a full-time employee of the United States 
shall— 
‘‘(1) be entitled to receive compensation at a rate not to 
exceed the daily equivalent of the annual rate of basic pay 
in effect for a position at level V of the Executive Schedule 
under section 5316 of title 5, United States Code, for each 
day during which the member is engaged in the actual perform-
ance of the duties of the Committee; and 
‘‘(2) while away from the home or regular place of business 
of the member in the performance of services for the Committee, 
be allowed travel expenses, including per diem in lieu of subsist-
ence, in the same manner as persons employed intermittently 
in the Government service are allowed expenses under section 
5703(b) of title 5, United States Code. 
‘‘(f) STAFF.—The Commission shall make available to the Com-
mittee such staff as the chairman of the Committee determines 
are necessary to carry out this section. 
‘‘(g) REVIEW BY COMMISSION.—The Commission shall— 
‘‘(1) review the findings and recommendations of the Com-
mittee; and 
‘‘(2) each time the Committee submits a finding or rec-
ommendation to the Commission, promptly issue a public state-
ment— 
‘‘(A) assessing the finding or recommendation of the 
Committee; and 
Deadline. 
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124 STAT. 1824 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(B) disclosing the action, if any, the Commission 
intends to take with respect to the finding or recommenda-
tion. 
‘‘(h) COMMITTEE
FINDINGS.—Nothing in this section shall 
require the Commission to agree to or act upon any finding or 
recommendation of the Committee. 
‘‘(i) FEDERAL ADVISORY COMMITTEE ACT.—The Federal Advisory 
Committee Act (5 U.S.C. App.) shall not apply with respect to 
the Committee and its activities. 
‘‘(j) AUTHORIZATION OF APPROPRIATIONS.—There is authorized 
to be appropriated to the Commission such sums as are necessary 
to carry out this section.’’. 
SEC. 912. CLARIFICATION OF AUTHORITY OF THE COMMISSION TO 
ENGAGE IN INVESTOR TESTING. 
Section 19 of the Securities Act of 1933 (15 U.S.C. 77s) is 
amended by adding at the end the following: 
‘‘(e) EVALUATION OF RULES OR PROGRAMS.—For the purpose 
of evaluating any rule or program of the Commission issued or 
carried out under any provision of the securities laws, as defined 
in section 3 of the Securities Exchange Act of 1934 (15 U.S.C. 
78c), and the purposes of considering, proposing, adopting, or 
engaging in any such rule or program or developing new rules 
or programs, the Commission may— 
‘‘(1) gather information from and communicate with inves-
tors or other members of the public; 
‘‘(2) engage in such temporary investor testing programs 
as the Commission determines are in the public interest or 
would protect investors; and 
‘‘(3) consult with academics and consultants, as necessary 
to carry out this subsection. 
‘‘(f) RULE OF CONSTRUCTION.—For purposes of the Paperwork 
Reduction Act (44 U.S.C. 3501 et seq.), any action taken under 
subsection (e) shall not be construed to be a collection of informa-
tion.’’. 
SEC. 913. STUDY AND RULEMAKING REGARDING OBLIGATIONS OF 
BROKERS, DEALERS, AND INVESTMENT ADVISERS. 
(a) DEFINITION.—For purposes of this section, the term ‘‘retail 
customer’’ means a natural person, or the legal representative of 
such natural person, who— 
(1) receives personalized investment advice about securities 
from a broker or dealer or investment adviser; and 
(2) uses such advice primarily for personal, family, or 
household purposes. 
(b) STUDY.—The Commission shall conduct a study to 
evaluate— 
(1) the effectiveness of existing legal or regulatory stand-
ards of care for brokers, dealers, investment advisers, persons 
associated with brokers or dealers, and persons associated with 
investment advisers for providing personalized investment 
advice and recommendations about securities to retail cus-
tomers imposed by the Commission and a national securities 
association, and other Federal and State legal or regulatory 
standards; and 
(2) whether there are legal or regulatory gaps, short-
comings, or overlaps in legal or regulatory standards in the 
protection of retail customers relating to the standards of care 
15 USC 78o note. 
15 USC 78o note. 
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124 STAT. 1825 
PUBLIC LAW 111–203—JULY 21, 2010 
for brokers, dealers, investment advisers, persons associated 
with brokers or dealers, and persons associated with investment 
advisers for providing personalized investment advice about 
securities to retail customers that should be addressed by rule 
or statute. 
(c) CONSIDERATIONS.—In conducting the study required under 
subsection (b), the Commission shall consider— 
(1) the effectiveness of existing legal or regulatory stand-
ards of care for brokers, dealers, investment advisers, persons 
associated with brokers or dealers, and persons associated with 
investment advisers for providing personalized investment 
advice and recommendations about securities to retail cus-
tomers imposed by the Commission and a national securities 
association, and other Federal and State legal or regulatory 
standards; 
(2) whether there are legal or regulatory gaps, short-
comings, or overlaps in legal or regulatory standards in the 
protection of retail customers relating to the standards of care 
for brokers, dealers, investment advisers, persons associated 
with brokers or dealers, and persons associated with investment 
advisers for providing personalized investment advice about 
securities to retail customers that should be addressed by rule 
or statute; 
(3) whether retail customers understand that there are 
different standards of care applicable to brokers, dealers, invest-
ment advisers, persons associated with brokers or dealers, and 
persons associated with investment advisers in the provision 
of personalized investment advice about securities to retail 
customers; 
(4) whether the existence of different standards of care 
applicable to brokers, dealers, investment advisers, persons 
associated with brokers or dealers, and persons associated with 
investment advisers is a source of confusion for retail customers 
regarding the quality of personalized investment advice that 
retail customers receive; 
(5) the regulatory, examination, and enforcement resources 
devoted to, and activities of, the Commission, the States, and 
a national securities association to enforce the standards of 
care for brokers, dealers, investment advisers, persons associ-
ated with brokers or dealers, and persons associated with 
investment advisers when providing personalized investment 
advice and recommendations about securities to retail cus-
tomers, including— 
(A) the effectiveness of the examinations of brokers, 
dealers, and investment advisers in determining compli-
ance with regulations; 
(B) the frequency of the examinations; and 
(C) the length of time of the examinations; 
(6) the substantive differences in the regulation of brokers, 
dealers, and investment advisers, when providing personalized 
investment advice and recommendations about securities to 
retail customers; 
(7) the specific instances related to the provision of 
personalized investment advice about securities in which— 
(A) the regulation and oversight of investment advisers 
provide greater protection to retail customers than the 
regulation and oversight of brokers and dealers; and 
15 USC 78o note. 
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124 STAT. 1826 
PUBLIC LAW 111–203—JULY 21, 2010 
(B) the regulation and oversight of brokers and dealers 
provide greater protection to retail customers than the 
regulation and oversight of investment advisers; 
(8) the existing legal or regulatory standards of State secu-
rities regulators and other regulators intended to protect retail 
customers; 
(9) the potential impact on retail customers, including the 
potential impact on access of retail customers to the range 
of products and services offered by brokers and dealers, of 
imposing upon brokers, dealers, and persons associated with 
brokers or dealers— 
(A) the standard of care applied under the Investment 
Advisers Act of 1940 (15 U.S.C. 80b–1 et seq.) for providing 
personalized investment advice about securities to retail 
customers of investment advisers, as interpreted by the 
Commission and the courts; and 
(B) other requirements of the Investment Advisers Act 
of 1940 (15 U.S.C. 80b–1 et seq.); 
(10) the potential impact of eliminating the broker and 
dealer exclusion from the definition of ‘‘investment adviser’’ 
under section 202(a)(11)(C) of the Investment Advisers Act 
of 1940 (15 U.S.C. 80b–2(a)(11)(C)), in terms of— 
(A) the impact and potential benefits and harm to 
retail customers that could result from such a change, 
including any potential impact on access to personalized 
investment advice and recommendations about securities 
to retail customers or the availability of such advice and 
recommendations; 
(B) the number of additional entities and individuals 
that would be required to register under, or become subject 
to, the Investment Advisers Act of 1940 (15 U.S.C. 80b– 
1 et seq.), and the additional requirements to which bro-
kers, dealers, and persons associated with brokers and 
dealers would become subject, including— 
(i) any potential additional associated person 
licensing, registration, and examination requirements; 
and 
(ii) the additional costs, if any, to the additional 
entities and individuals; and 
(C) the impact on Commission and State resources 
to— 
(i) conduct examinations of registered investment 
advisers and the representatives of registered invest-
ment advisers, including the impact on the examina-
tion cycle; and 
(ii) enforce the standard of care and other 
applicable requirements imposed under the Investment 
Advisers Act of 1940 (15 U.S.C. 80b–1 et seq.); 
(11) the varying level of services provided by brokers, 
dealers, investment advisers, persons associated with brokers 
or dealers, and persons associated with investment advisers 
to retail customers and the varying scope and terms of retail 
customer relationships of brokers, dealers, investment advisers, 
persons associated with brokers or dealers, and persons associ-
ated with investment advisers with such retail customers; 
(12) the potential impact upon retail customers that could 
result from potential changes in the regulatory requirements 
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124 STAT. 1827 
PUBLIC LAW 111–203—JULY 21, 2010 
or legal standards of care affecting brokers, dealers, investment 
advisers, persons associated with brokers or dealers, and per-
sons associated with investment advisers relating to their 
obligations to retail customers regarding the provision of invest-
ment advice, including any potential impact on— 
(A) protection from fraud; 
(B) access to personalized investment advice, and rec-
ommendations about securities to retail customers; or 
(C) the availability of such advice and recommenda-
tions; 
(13) the potential additional costs and expenses to— 
(A) retail customers regarding and the potential impact 
on the profitability of their investment decisions; and 
(B) brokers, dealers, and investment advisers resulting 
from potential changes in the regulatory requirements or 
legal standards affecting brokers, dealers, investment 
advisers, persons associated with brokers or dealers, and 
persons associated with investment advisers relating to 
their obligations, including duty of care, to retail customers; 
and 
(14) any other consideration that the Commission considers 
necessary and appropriate in determining whether to conduct 
a rulemaking under subsection (f). 
(d) REPORT.— 
(1) IN GENERAL.—Not later than 6 months after the date 
of enactment of this Act, the Commission shall submit a report 
on the study required under subsection (b) to— 
(A) the Committee on Banking, Housing, and Urban 
Affairs of the Senate; and 
(B) the Committee on Financial Services of the House 
of Representatives. 
(2) CONTENT REQUIREMENTS.—The report required under 
paragraph (1) shall describe the findings, conclusions, and rec-
ommendations of the Commission from the study required 
under subsection (b), including— 
(A) a description of the considerations, analysis, and 
public and industry input that the Commission considered, 
as required under subsection (b), to make such findings, 
conclusions, and policy recommendations; and 
(B) an analysis of whether any identified legal or regu-
latory gaps, shortcomings, or overlap in legal or regulatory 
standards in the protection of retail customers relating 
to the standards of care for brokers, dealers, investment 
advisers, persons associated with brokers or dealers, and 
persons associated with investment advisers for providing 
personalized investment advice about securities to retail 
customers. 
(e) PUBLIC COMMENT.—The Commission shall seek and consider 
public input, comments, and data in order to prepare the report 
required under subsection (d). 
(f) RULEMAKING.—The Commission may commence a rule-
making, as necessary or appropriate in the public interest and 
for the protection of retail customers (and such other customers 
as the Commission may by rule provide), to address the legal 
or regulatory standards of care for brokers, dealers, investment 
advisers, persons associated with brokers or dealers, and persons 
associated with investment advisers for providing personalized 
15 USC 78o note. 
15 USC 78o note. 
15 USC 78o note. 
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124 STAT. 1828 
PUBLIC LAW 111–203—JULY 21, 2010 
investment advice about securities to such retail customers. The 
Commission shall consider the findings conclusions, and rec-
ommendations of the study required under subsection (b). 
(g) AUTHORITY TO ESTABLISH A FIDUCIARY DUTY FOR BROKERS 
AND DEALERS.— 
(1) SECURITIES EXCHANGE ACT OF 1934.—Section 15 of the 
Securities Exchange Act of 1934 (15 U.S.C. 78o) is amended 
by adding at the end the following: 
‘‘(k) STANDARD OF CONDUCT.— 
‘‘(1) IN GENERAL.—Notwithstanding any other provision of 
this Act or the Investment Advisers Act of 1940, the Commis-
sion may promulgate rules to provide that, with respect to 
a broker or dealer, when providing personalized investment 
advice about securities to a retail customer (and such other 
customers as the Commission may by rule provide), the 
standard of conduct for such broker or dealer with respect 
to such customer shall be the same as the standard of conduct 
applicable to an investment adviser under section 211 of the 
Investment Advisers Act of 1940. The receipt of compensation 
based on commission or other standard compensation for the 
sale of securities shall not, in and of itself, be considered 
a violation of such standard applied to a broker or dealer. 
Nothing in this section shall require a broker or dealer or 
registered representative to have a continuing duty of care 
or loyalty to the customer after providing personalized invest-
ment advice about securities. 
‘‘(2) DISCLOSURE OF RANGE OF PRODUCTS OFFERED.—Where 
a broker or dealer sells only proprietary or other limited range 
of products, as determined by the Commission, the Commission 
may by rule require that such broker or dealer provide notice 
to each retail customer and obtain the consent or acknowledg-
ment of the customer. The sale of only proprietary or other 
limited range of products by a broker or dealer shall not, 
in and of itself, be considered a violation of the standard set 
forth in paragraph (1). 
‘‘(l) OTHER MATTERS.—The Commission shall— 
‘‘(1) facilitate the provision of simple and clear disclosures 
to investors regarding the terms of their relationships with 
brokers, dealers, and investment advisers, including any mate-
rial conflicts of interest; and 
‘‘(2) examine and, where appropriate, promulgate rules 
prohibiting or restricting certain sales practices, conflicts of 
interest, and compensation schemes for brokers, dealers, and 
investment advisers that the Commission deems contrary to 
the public interest and the protection of investors.’’. 
(2) INVESTMENT ADVISERS ACT OF 1940.—Section 211 of the 
Investment Advisers Act of 1940, is further amended by adding 
at the end the following new subsections: 
‘‘(g) STANDARD OF CONDUCT.— 
‘‘(1) IN GENERAL.—The Commission may promulgate rules 
to provide that the standard of conduct for all brokers, dealers, 
and investment advisers, when providing personalized invest-
ment advice about securities to retail customers (and such 
other customers as the Commission may by rule provide), shall 
be to act in the best interest of the customer without regard 
to the financial or other interest of the broker, dealer, or invest-
ment adviser providing the advice. In accordance with such 
15 USC 80b–11. 
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124 STAT. 1829 
PUBLIC LAW 111–203—JULY 21, 2010 
rules, any material conflicts of interest shall be disclosed and 
may be consented to by the customer. Such rules shall provide 
that such standard of conduct shall be no less stringent than 
the standard applicable to investment advisers under section 
206(1) and (2) of this Act when providing personalized invest-
ment advice about securities, except the Commission shall not 
ascribe a meaning to the term ‘customer’ that would include 
an investor in a private fund managed by an investment 
adviser, where such private fund has entered into an advisory 
contract with such adviser. The receipt of compensation based 
on commission or fees shall not, in and of itself, be considered 
a violation of such standard applied to a broker, dealer, or 
investment adviser. 
‘‘(2) RETAIL CUSTOMER DEFINED.—For purposes of this sub-
section, the term ‘retail customer’ means a natural person, 
or the legal representative of such natural person, who— 
‘‘(A) receives personalized investment advice about 
securities from a broker, dealer, or investment adviser; 
and 
‘‘(B) uses such advice primarily for personal, family, 
or household purposes. 
‘‘(h) OTHER MATTERS.—The Commission shall— 
‘‘(1) facilitate the provision of simple and clear disclosures 
to investors regarding the terms of their relationships with 
brokers, dealers, and investment advisers, including any mate-
rial conflicts of interest; and 
‘‘(2) examine and, where appropriate, promulgate rules 
prohibiting or restricting certain sales practices, conflicts of 
interest, and compensation schemes for brokers, dealers, and 
investment advisers that the Commission deems contrary to 
the public interest and the protection of investors.’’. 
(h) HARMONIZATION OF ENFORCEMENT.— 
(1) SECURITIES EXCHANGE ACT OF 1934.—Section 15 of the 
Securities Exchange Act of 1934, as amended by subsection 
(g)(1), is further amended by adding at the end the following 
new subsection: 
‘‘(m) HARMONIZATION
OF
ENFORCEMENT.—The enforcement 
authority of the Commission with respect to violations of the 
standard of conduct applicable to a broker or dealer providing 
personalized investment advice about securities to a retail customer 
shall include— 
‘‘(1) the enforcement authority of the Commission with 
respect to such violations provided under this Act; and 
‘‘(2) the enforcement authority of the Commission with 
respect to violations of the standard of conduct applicable to 
an investment adviser under the Investment Advisers Act of 
1940, including the authority to impose sanctions for such 
violations, and 
the Commission shall seek to prosecute and sanction violators of 
the standard of conduct applicable to a broker or dealer providing 
personalized investment advice about securities to a retail customer 
under this Act to same extent as the Commission prosecutes and 
sanctions violators of the standard of conduct applicable to an 
investment advisor under the Investment Advisers Act of 1940.’’. 
(2) INVESTMENT ADVISERS ACT OF 1940.—Section 211 of the 
Investment Advisers Act of 1940, as amended by subsection 
15 USC 78o. 
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124 STAT. 1830 
PUBLIC LAW 111–203—JULY 21, 2010 
(g)(2), is further amended by adding at the end the following 
new subsection: 
‘‘(i) HARMONIZATION
OF
ENFORCEMENT.—The enforcement 
authority of the Commission with respect to violations of the 
standard of conduct applicable to an investment adviser shall 
include— 
‘‘(1) the enforcement authority of the Commission with 
respect to such violations provided under this Act; and 
‘‘(2) the enforcement authority of the Commission with 
respect to violations of the standard of conduct applicable to 
a broker or dealer providing personalized investment advice 
about securities to a retail customer under the Securities 
Exchange Act of 1934, including the authority to impose sanc-
tions for such violations, and 
the Commission shall seek to prosecute and sanction violators of 
the standard of conduct applicable to an investment adviser under 
this Act to same extent as the Commission prosecutes and sanctions 
violators of the standard of conduct applicable to a broker or dealer 
providing personalized investment advice about securities to a retail 
customer under the Securities Exchange Act of 1934.’’. 
SEC. 914. STUDY ON ENHANCING INVESTMENT ADVISER EXAMINA-
TIONS. 
(a) STUDY REQUIRED.— 
(1) IN GENERAL.—The Commission shall review and analyze 
the need for enhanced examination and enforcement resources 
for investment advisers. 
(2) AREAS OF CONSIDERATION.—The study required by this 
subsection shall examine— 
(A) the number and frequency of examinations of 
investment advisers by the Commission over the 5 years 
preceding the date of the enactment of this subtitle; 
(B) the extent to which having Congress authorize 
the Commission to designate one or more self-regulatory 
organizations to augment the Commission’s efforts in over-
seeing investment advisers would improve the frequency 
of examinations of investment advisers; and 
(C) current and potential approaches to examining the 
investment advisory activities of dually registered broker- 
dealers and investment advisers or affiliated broker-dealers 
and investment advisers. 
(b) REPORT
REQUIRED.—The Commission shall report its 
findings to the Committee on Financial Services of the House of 
Representatives and the Committee on Banking, Housing, and 
Urban Affairs of the Senate, not later than 180 days after the 
date of enactment of this subtitle, and shall use such findings 
to revise its rules and regulations, as necessary. The report shall 
include a discussion of regulatory or legislative steps that are 
recommended or that may be necessary to address concerns identi-
fied in the study. 
SEC. 915. OFFICE OF THE INVESTOR ADVOCATE. 
Section 4 of the Securities Exchange Act of 1934 (15 U.S.C. 
78d) is amended by adding at the end the following: 
‘‘(g) OFFICE OF THE INVESTOR ADVOCATE.— 
‘‘(1) OFFICE ESTABLISHED.—There is established within the 
Commission the Office of the Investor Advocate (in this sub-
section referred to as the ‘Office’). 
Time period. 
Review. 
15 USC 80b–11 
note. 
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124 STAT. 1831 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(2) INVESTOR ADVOCATE.— 
‘‘(A) IN
GENERAL.—The head of the Office shall be 
the Investor Advocate, who shall— 
‘‘(i) report directly to the Chairman; and 
‘‘(ii) be appointed by the Chairman, in consultation 
with the Commission, from among individuals having 
experience in advocating for the interests of investors 
in securities and investor protection issues, from the 
perspective of investors. 
‘‘(B) COMPENSATION.—The annual rate of pay for the 
Investor Advocate shall be equal to the highest rate of 
annual pay for other senior executives who report to the 
Chairman of the Commission. 
‘‘(C) LIMITATION
ON
SERVICE.—An individual who 
serves as the Investor Advocate may not be employed by 
the Commission— 
‘‘(i) during the 2-year period ending on the date 
of appointment as Investor Advocate; or 
‘‘(ii) during the 5-year period beginning on the 
date on which the person ceases to serve as the 
Investor Advocate. 
‘‘(3) STAFF OF OFFICE.—The Investor Advocate, after con-
sultation with the Chairman of the Commission, may retain 
or employ independent counsel, research staff, and service staff, 
as the Investor Advocate deems necessary to carry out the 
functions, powers, and duties of the Office. 
‘‘(4) FUNCTIONS OF THE INVESTOR ADVOCATE.—The Investor 
Advocate shall— 
‘‘(A) assist retail investors in resolving significant prob-
lems such investors may have with the Commission or 
with self-regulatory organizations; 
‘‘(B) identify areas in which investors would benefit 
from changes in the regulations of the Commission or the 
rules of self-regulatory organizations; 
‘‘(C) identify problems that investors have with finan-
cial service providers and investment products; 
‘‘(D) analyze the potential impact on investors of— 
‘‘(i) proposed regulations of the Commission; and 
‘‘(ii) proposed rules of self-regulatory organizations 
registered under this title; and 
‘‘(E) to the extent practicable, propose to the Commis-
sion changes in the regulations or orders of the Commission 
and to Congress any legislative, administrative, or per-
sonnel changes that may be appropriate to mitigate prob-
lems identified under this paragraph and to promote the 
interests of investors. 
‘‘(5) ACCESS TO DOCUMENTS.—The Commission shall ensure 
that the Investor Advocate has full access to the documents 
of the Commission and any self-regulatory organization, as 
necessary to carry out the functions of the Office. 
‘‘(6) ANNUAL REPORTS.— 
‘‘(A) REPORT ON OBJECTIVES.— 
‘‘(i) IN GENERAL.—Not later than June 30 of each 
year after 2010, the Investor Advocate shall submit 
to the Committee on Banking, Housing, and Urban 
Affairs of the Senate and the Committee on Financial 
Services of the House of Representatives a report on 
Time periods. 
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124 STAT. 1832 
PUBLIC LAW 111–203—JULY 21, 2010 
the objectives of the Investor Advocate for the following 
fiscal year. 
‘‘(ii) CONTENTS.—Each report required under 
clause (i) shall contain full and substantive analysis 
and explanation. 
‘‘(B) REPORT ON ACTIVITIES.— 
‘‘(i) IN GENERAL.—Not later than December 31 of 
each year after 2010, the Investor Advocate shall 
submit to the Committee on Banking, Housing, and 
Urban Affairs of the Senate and the Committee on 
Financial Services of the House of Representatives a 
report on the activities of the Investor Advocate during 
the immediately preceding fiscal year. 
‘‘(ii) CONTENTS.—Each report required under 
clause (i) shall include— 
‘‘(I) appropriate statistical information and full 
and substantive analysis; 
‘‘(II) information on steps that the Investor 
Advocate has taken during the reporting period 
to improve investor services and the responsive-
ness of the Commission and self-regulatory 
organizations to investor concerns; 
‘‘(III) a summary of the most serious problems 
encountered by investors during the reporting 
period; 
‘‘(IV) an inventory of the items described in 
subclause (III) that includes— 
‘‘(aa) identification of any action taken by 
the 
Commission 
or 
the 
self-regulatory 
organization and the result of such action; 
‘‘(bb) the length of time that each item 
has remained on such inventory; and 
‘‘(cc) for items on which no action has 
been taken, the reasons for inaction, and an 
identification of any official who is responsible 
for such action; 
‘‘(V) recommendations for such administrative 
and legislative actions as may be appropriate to 
resolve problems encountered by investors; and 
‘‘(VI) any other information, as determined 
appropriate by the Investor Advocate. 
‘‘(iii) INDEPENDENCE.—Each report required under 
this paragraph shall be provided directly to the 
Committees listed in clause (i) without any prior review 
or comment from the Commission, any commissioner, 
any other officer or employee of the Commission, or 
the Office of Management and Budget. 
‘‘(iv) CONFIDENTIALITY.—No report required under 
clause (i) may contain confidential information. 
‘‘(7) REGULATIONS.—The Commission shall, by regulation, 
establish procedures requiring a formal response to all rec-
ommendations submitted to the Commission by the Investor 
Advocate, not later than 3 months after the date of such submis-
sion.’’. 
Procedures. 
Deadline. 
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124 STAT. 1833 
PUBLIC LAW 111–203—JULY 21, 2010 
SEC. 916. STREAMLINING OF FILING PROCEDURES FOR SELF-REGU-
LATORY ORGANIZATIONS. 
(a) FILING
PROCEDURES.—Section 19(b) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78s(b)) is amended by striking 
paragraph (2) (including the undesignated matter immediately fol-
lowing subparagraph (B)) and inserting the following: 
‘‘(2) APPROVAL PROCESS.— 
‘‘(A) APPROVAL PROCESS ESTABLISHED.— 
‘‘(i) IN
GENERAL.—Except as provided in clause 
(ii), not later than 45 days after the date of publication 
of a proposed rule change under paragraph (1), the 
Commission shall— 
‘‘(I) by order, approve or disapprove the pro-
posed rule change; or 
‘‘(II) institute proceedings under subparagraph 
(B) to determine whether the proposed rule change 
should be disapproved. 
‘‘(ii) EXTENSION OF TIME PERIOD.—The Commission 
may extend the period established under clause (i) 
by not more than an additional 45 days, if— 
‘‘(I) the Commission determines that a longer 
period is appropriate and publishes the reasons 
for such determination; or 
‘‘(II) the self-regulatory organization that filed 
the proposed rule change consents to the longer 
period. 
‘‘(B) PROCEEDINGS.— 
‘‘(i) NOTICE AND HEARING.—If the Commission does 
not approve or disapprove a proposed rule change 
under subparagraph (A), the Commission shall provide 
to the self-regulatory organization that filed the pro-
posed rule change— 
‘‘(I) notice of the grounds for disapproval under 
consideration; and 
‘‘(II) opportunity for hearing, to be concluded 
not later than 180 days after the date of publica-
tion of notice of the filing of the proposed rule 
change. 
‘‘(ii) ORDER OF APPROVAL OR DISAPPROVAL.— 
‘‘(I) IN GENERAL.—Except as provided in sub-
clause (II), not later than 180 days after the date 
of publication under paragraph (1), the Commis-
sion shall issue an order approving or disapproving 
the proposed rule change. 
‘‘(II) 
EXTENSION
OF
TIME
PERIOD.—The 
Commission may extend the period for issuance 
under clause (I) by not more than 60 days, if— 
‘‘(aa) the Commission determines that a 
longer period is appropriate and publishes the 
reasons for such determination; or 
‘‘(bb) the self-regulatory organization that 
filed the proposed rule change consents to the 
longer period. 
‘‘(C) STANDARDS FOR APPROVAL AND DISAPPROVAL.— 
‘‘(i) APPROVAL.—The Commission shall approve a 
proposed rule change of a self-regulatory organization 
if it finds that such proposed rule change is consistent 
Publication. 
Publication. 
Deadlines. 
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124 STAT. 1834 
PUBLIC LAW 111–203—JULY 21, 2010 
with the requirements of this title and the rules and 
regulations issued under this title that are applicable 
to such organization. 
‘‘(ii) DISAPPROVAL.—The Commission shall dis-
approve a proposed rule change of a self-regulatory 
organization if it does not make a finding described 
in clause (i). 
‘‘(iii) TIME FOR APPROVAL.—The Commission may 
not approve a proposed rule change earlier than 30 
days after the date of publication under paragraph 
(1), unless the Commission finds good cause for so 
doing and publishes the reason for the finding. 
‘‘(D) RESULT OF FAILURE TO INSTITUTE OR CONCLUDE 
PROCEEDINGS.—A proposed rule change shall be deemed 
to have been approved by the Commission, if— 
‘‘(i) the Commission does not approve or disapprove 
the proposed rule change or begin proceedings under 
subparagraph (B) within the period described in 
subparagraph (A); or 
‘‘(ii) the Commission does not issue an order 
approving or disapproving the proposed rule change 
under subparagraph (B) within the period described 
in subparagraph (B)(ii). 
‘‘(E) PUBLICATION DATE BASED ON FEDERAL REGISTER 
PUBLISHING.—For purposes of this paragraph, if, after filing 
a proposed rule change with the Commission pursuant 
to paragraph (1), a self-regulatory organization publishes 
a notice of the filing of such proposed rule change, together 
with the substantive terms of such proposed rule change, 
on a publicly accessible website, the Commission shall 
thereafter send the notice to the Federal Register for 
publication thereof under paragraph (1) within 15 days 
of the date on which such website publication is made. 
If the Commission fails to send the notice for publication 
thereof within such 15 day period, then the date of publica-
tion shall be deemed to be the date on which such website 
publication was made. 
‘‘(F) RULEMAKING.— 
‘‘(i) IN GENERAL.—Not later than 180 days after 
the date of enactment of the Investor Protection and 
Securities Reform Act of 2010, after consultation with 
other regulatory agencies, the Commission shall 
promulgate rules setting forth the procedural require-
ments of the proceedings required under this para-
graph. 
‘‘(ii) NOTICE AND COMMENT NOT REQUIRED.—The 
rules promulgated by the Commission under clause 
(i) are not required to include republication of proposed 
rule changes or solicitation of public comment.’’. 
(b) CLARIFICATION OF FILING DATE.— 
(1) RULE OF CONSTRUCTION.—Section 19(b) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78s(b)) is amended by adding 
at the end the following: 
‘‘(10) RULE OF CONSTRUCTION RELATING TO FILING DATE 
OF PROPOSED RULE CHANGES.— 
‘‘(A) IN GENERAL.—For purposes of this subsection, the 
date of filing of a proposed rule change shall be deemed 
Deadline. 
Procedures. 
Notice. 
Deadline. 
Web posting. 
Publication. 
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124 STAT. 1835 
PUBLIC LAW 111–203—JULY 21, 2010 
to be the date on which the Commission receives the pro-
posed rule change. 
‘‘(B) EXCEPTION.—A proposed rule change has not been 
received by the Commission for purposes of subparagraph 
(A) if, not later than 7 business days after the date of 
receipt by the Commission, the Commission notifies the 
self-regulatory organization that such proposed rule change 
does not comply with the rules of the Commission relating 
to the required form of a proposed rule change, except 
that if the Commission determines that the proposed rule 
change is unusually lengthy and is complex or raises novel 
regulatory issues, the Commission shall inform the self- 
regulatory organization of such determination not later 
than 7 business days after the date of receipt by the 
Commission and, for the purposes of subparagraph (A), 
a proposed rule change has not been received by the 
Commission, if, not later than 21 days after the date of 
receipt by the Commission, the Commission notifies the 
self-regulatory organization that such proposed rule change 
does not comply with the rules of the Commission relating 
to the required form of a proposed rule change.’’. 
(2) PUBLICATION.—Section 19(b)(1) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78s(b)(1)) is amended by 
striking ‘‘upon’’ and inserting ‘‘as soon as practicable after 
the date of’’. 
(c) EFFECTIVE DATE OF PROPOSED RULES.—Section 19(b)(3) of 
the Securities Exchange Act of 1934 (15 U.S.C. 78s(b)(3)) is 
amended— 
(1) in subparagraph (A)— 
(A) by striking ‘‘may take effect’’ and inserting ‘‘shall 
take effect’’; and 
(B) by inserting ‘‘on any person, whether or not the 
person is a member of the self-regulatory organization’’ 
after ‘‘charge imposed by the self-regulatory organization’’; 
and 
(2) in subparagraph (C)— 
(A) by amending the second sentence to read as follows: 
‘‘At any time within the 60-day period beginning on the 
date of filing of such a proposed rule change in accordance 
with the provisions of paragraph (1), the Commission sum-
marily may temporarily suspend the change in the rules 
of the self-regulatory organization made thereby, if it 
appears to the Commission that such action is necessary 
or appropriate in the public interest, for the protection 
of investors, or otherwise in furtherance of the purposes 
of this title.’’; 
(B) by inserting after the second sentence the following: 
‘‘If the Commission takes such action, the Commission 
shall institute proceedings under paragraph (2)(B) to deter-
mine whether the proposed rule should be approved or 
disapproved.’’; and 
(C) in the third sentence, by striking ‘‘the preceding 
sentence’’ and inserting ‘‘this subparagraph’’. 
(d) CONFORMING CHANGE.—Section 19(b)(4)(D) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78s(b)(4)(D)) is amended to read 
as follows: 
Time period. 
Deadlines. 
Notification. 
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124 STAT. 1836 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(D)(i) The Commission shall order the temporary 
suspension of any change in the rules of a clearing agency 
made by a proposed rule change that has taken effect 
under paragraph (3), if the appropriate regulatory agency 
for the clearing agency notifies the Commission not later 
than 30 days after the date on which the proposed rule 
change was filed of— 
‘‘(I) the determination by the appropriate regu-
latory agency that the rules of such clearing agency, 
as so changed, may be inconsistent with the safe-
guarding of securities or funds in the custody or control 
of such clearing agency or for which it is responsible; 
and 
‘‘(II) the reasons for the determination described 
in subclause (I). 
‘‘(ii) If the Commission takes action under clause (i), 
the Commission shall institute proceedings under para-
graph (2)(B) to determine if the proposed rule change 
should be approved or disapproved.’’. 
SEC. 917. STUDY REGARDING FINANCIAL LITERACY AMONG INVES-
TORS. 
(a) IN GENERAL.—The Commission shall conduct a study to 
identify— 
(1) the existing level of financial literacy among retail 
investors, including subgroups of investors identified by the 
Commission; 
(2) methods to improve the timing, content, and format 
of disclosures to investors with respect to financial inter-
mediaries, investment products, and investment services; 
(3) the most useful and understandable relevant informa-
tion that retail investors need to make informed financial 
decisions before engaging a financial intermediary or pur-
chasing an investment product or service that is typically sold 
to retail investors, including shares of open-end companies, 
as that term is defined in section 5 of the Investment Company 
Act of 1940 (15 U.S.C. 80a–5) that are registered under section 
8 of that Act; 
(4) methods to increase the transparency of expenses and 
conflicts of interests in transactions involving investment serv-
ices and products, including shares of open-end companies 
described in paragraph (3); 
(5) the most effective existing private and public efforts 
to educate investors; and 
(6) in consultation with the Financial Literacy and Edu-
cation Commission, a strategy (including, to the extent prac-
ticable, measurable goals and objectives) to increase the finan-
cial literacy of investors in order to bring about a positive 
change in investor behavior. 
(b) REPORT.—Not later than 2 years after the date of enactment 
of this Act, the Commission shall submit a report on the study 
required under subsection (a) to— 
(1) the Committee on Banking, Housing, and Urban Affairs 
of the Senate; and 
(2) the Committee on Financial Services of the House of 
Representatives. 
Notification. 
Deadline. 
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124 STAT. 1837 
PUBLIC LAW 111–203—JULY 21, 2010 
SEC. 918. STUDY REGARDING MUTUAL FUND ADVERTISING. 
(a) IN GENERAL.—The Comptroller General of the United States 
shall conduct a study on mutual fund advertising to identify— 
(1) existing and proposed regulatory requirements for open- 
end investment company advertisements; 
(2) current marketing practices for the sale of open-end 
investment company shares, including the use of past perform-
ance data, funds that have merged, and incubator funds; 
(3) the impact of such advertising on consumers; and 
(4) recommendations to improve investor protections in 
mutual fund advertising and additional information necessary 
to ensure that investors can make informed financial decisions 
when purchasing shares. 
(b) REPORT.—Not later than 18 months after the date of enact-
ment of this Act, the Comptroller General of the United States 
shall submit a report on the results of the study conducted under 
subsection (a) to— 
(1) the Committee on Banking, Housing, and Urban Affairs 
of the United States Senate; and 
(2) the Committee on Financial Services of the House of 
Representatives. 
SEC. 919. CLARIFICATION OF COMMISSION AUTHORITY TO REQUIRE 
INVESTOR DISCLOSURES BEFORE PURCHASE OF INVEST-
MENT PRODUCTS AND SERVICES. 
Section 15 of the Securities Exchange Act of 1934 (15 U.S.C. 
78o) is amended by adding at the end the following: 
‘‘(n) DISCLOSURES TO RETAIL INVESTORS.— 
‘‘(1) IN GENERAL.—Notwithstanding any other provision of 
the securities laws, the Commission may issue rules designating 
documents or information that shall be provided by a broker 
or dealer to a retail investor before the purchase of an invest-
ment product or service by the retail investor. 
‘‘(2) CONSIDERATIONS.—In developing any rules under para-
graph (1), the Commission shall consider whether the rules 
will promote investor protection, efficiency, competition, and 
capital formation. 
‘‘(3) FORM AND CONTENTS OF DOCUMENTS AND INFORMA-
TION.—Any documents or information designated under a rule 
promulgated under paragraph (1) shall— 
‘‘(A) be in a summary format; and 
‘‘(B) contain clear and concise information about— 
‘‘(i) investment objectives, strategies, costs, and 
risks; and 
‘‘(ii) any compensation or other financial incentive 
received by a broker, dealer, or other intermediary 
in connection with the purchase of retail investment 
products.’’. 
SEC. 919A. STUDY ON CONFLICTS OF INTEREST. 
(a) IN GENERAL.—The Comptroller General of the United States 
shall conduct a study— 
(1) to identify and examine potential conflicts of interest 
that exist between the staffs of the investment banking and 
equity and fixed income securities analyst functions within 
the same firm; and 
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124 STAT. 1838 
PUBLIC LAW 111–203—JULY 21, 2010 
(2) to make recommendations to Congress designed to pro-
tect investors in light of such conflicts. 
(b) CONSIDERATIONS.—In conducting the study under subsection 
(a), the Comptroller General shall— 
(1) consider— 
(A) the potential for investor harm resulting from con-
flicts, including consideration of the forms of misconduct 
engaged in by the several securities firms and individuals 
that entered into the Global Analyst Research Settlements 
in 2003 (also known as the ‘‘Global Settlement’’); 
(B) the nature and benefits of the undertakings to 
which those firms agreed in enforcement proceedings, 
including firewalls between research and investment 
banking, separate reporting lines, dedicated legal and 
compliance staffs, allocation of budget, physical separation, 
compensation, employee performance evaluations, coverage 
decisions, limitations on soliciting investment banking busi-
ness, disclosures, transparency, and other measures; 
(C) whether any such undertakings should be codified 
and applied permanently to securities firms, or whether 
the Commission should adopt rules applying any such 
undertakings to securities firms; and 
(D) whether to recommend regulatory or legislative 
measures designed to mitigate possible adverse con-
sequences to investors arising from the conflicts of interest 
or to enhance investor protection or confidence in the integ-
rity of the securities markets; and 
(2) consult with State attorneys general, State securities 
officials, the Commission, the Financial Industry Regulatory 
Authority (‘‘FINRA’’), NYSE Regulation, investor advocates, 
brokers, dealers, retail investors, institutional investors, and 
academics. 
(c) REPORT.—The Comptroller General shall submit a report 
on the results of the study required by this section to the Committee 
on Banking, Housing, and Urban Affairs of the Senate and the 
Committee on Financial Services of the House of Representatives, 
not later than 18 months after the date of enactment of this Act. 
SEC. 919B. STUDY ON IMPROVED INVESTOR ACCESS TO INFORMATION 
ON INVESTMENT ADVISERS AND BROKER-DEALERS. 
(a) STUDY.— 
(1) IN GENERAL.—Not later than 6 months after the date 
of enactment of this Act, the Commission shall complete a 
study, including recommendations, of ways to improve the 
access of investors to registration information (including dis-
ciplinary actions, regulatory, judicial, and arbitration pro-
ceedings, and other information) about registered and pre-
viously registered investment advisers, associated persons of 
investment advisers, brokers and dealers and their associated 
persons on the existing Central Registration Depository and 
Investment Adviser Registration Depository systems, as well 
as identify additional information that should be made publicly 
available. 
(2) CONTENTS.—The study required by subsection (a) shall 
include an analysis of the advantages and disadvantages of 
further centralizing access to the information contained in the 
2 systems, including— 
Deadlines. 
15 USC 80b–10 
note. 
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124 STAT. 1839 
PUBLIC LAW 111–203—JULY 21, 2010 
(A) identification of those data pertinent to investors; 
and 
(B) the identification of the method and format for 
displaying and publishing such data to enhance accessi-
bility by and utility to investors. 
(b) IMPLEMENTATION.—Not later than 18 months after the date 
of completion of the study required by subsection (a), the Commis-
sion shall implement any recommendations of the study. 
SEC. 919C. STUDY ON FINANCIAL PLANNERS AND THE USE OF FINAN-
CIAL DESIGNATIONS. 
(a) IN GENERAL.—The Comptroller General of the United States 
shall conduct a study to evaluate— 
(1) the effectiveness of State and Federal regulations to 
protect investors and other consumers from individuals who 
hold themselves out as financial planners through the use 
of misleading titles, designations, or marketing materials; 
(2) current State and Federal oversight structure and regu-
lations for financial planners; and 
(3) legal or regulatory gaps in the regulation of financial 
planners and other individuals who provide or offer to provide 
financial planning services to consumers. 
(b) CONSIDERATIONS.—In conducting the study required under 
subsection (a), the Comptroller General shall consider— 
(1) the role of financial planners in providing advice 
regarding the management of financial resources, including 
investment planning, income tax planning, education planning, 
retirement planning, estate planning, and risk management; 
(2) whether current regulations at the State and Federal 
level provide adequate ethical and professional standards for 
financial planners; 
(3) the possible risk posed to investors and other consumers 
by individuals who hold themselves out as financial planners 
or as otherwise providing financial planning services in connec-
tion with the sale of financial products, including insurance 
and securities; 
(4) the possible risk posed to investors and other consumers 
by individuals who otherwise use titles, designations, or mar-
keting materials in a misleading way in connection with the 
delivery of financial advice; 
(6) the ability of investors and other consumers to under-
stand licensing requirements and standards of care that apply 
to individuals who hold themselves out as financial planners 
or as otherwise providing financial planning services; 
(7) the possible benefits to investors and other consumers 
of regulation and professional oversight of financial planners; 
and 
(8) any other consideration that the Comptroller General 
deems necessary or appropriate to effectively execute the study 
required under subsection (a). 
(c) RECOMMENDATIONS.—In providing recommendations for the 
appropriate regulation of financial planners and other individuals 
who provide or offer to provide financial planning services, in order 
to protect investors and other consumers of financial planning serv-
ices, the Comptroller General shall consider— 
Evaluation. 
Regulations. 
Deadlines. 
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124 STAT. 1840 
PUBLIC LAW 111–203—JULY 21, 2010 
(1) the appropriate structure for regulation of financial 
planners and individuals providing financial planning services; 
and 
(2) the appropriate scope of the regulations needed to pro-
tect investors and other consumers, including but not limited 
to the need to establish competency standards, practice stand-
ards, ethical guidelines, disciplinary authority, and trans-
parency to investors and other consumers. 
(d) REPORT.— 
(1) IN GENERAL.—Not later than 180 days after the date 
of enactment of this Act, the Comptroller General shall submit 
a report on the study required under subsection (a) to— 
(A) the Committee on Banking, Housing, and Urban 
Affairs of the Senate; 
(B) the Special Committee on Aging of the Senate; 
and 
(C) the Committee on Financial Services of the House 
of Representatives. 
(2) CONTENT REQUIREMENTS.—The report required under 
paragraph (1) shall describe the findings and determinations 
made by the Comptroller General in carrying out the study 
required under subsection (a), including a description of the 
considerations, analysis, and government, public, industry, non-
profit and consumer input that the Comptroller General consid-
ered to make such findings, conclusions, and legislative, regu-
latory, or other recommendations. 
SEC. 919D. OMBUDSMAN. 
Section 4(g) of the Securities Exchange Act of 1934, as added 
by section 914, is amended by adding at the end the following: 
‘‘(8) OMBUDSMAN.— 
‘‘(A) APPOINTMENT.—Not later than 180 days after the 
date on which the first Investor Advocate is appointed 
under paragraph (2)(A)(i), the Investor Advocate shall 
appoint an Ombudsman, who shall report directly to the 
Investor Advocate. 
‘‘(B) 
DUTIES.—The 
Ombudsman 
appointed 
under 
subparagraph (A) shall— 
‘‘(i) act as a liaison between the Commission and 
any retail investor in resolving problems that retail 
investors may have with the Commission or with self- 
regulatory organizations; 
‘‘(ii) review and make recommendations regarding 
policies and procedures to encourage persons to present 
questions to the Investor Advocate regarding compli-
ance with the securities laws; and 
‘‘(iii) establish safeguards to maintain the confiden-
tiality 
of 
communications 
between 
the 
persons 
described in clause (ii) and the Ombudsman. 
‘‘(C) LIMITATION.—In carrying out the duties of the 
Ombudsman under subparagraph (B), the Ombudsman 
shall utilize personnel of the Commission to the extent 
practicable. Nothing in this paragraph shall be construed 
as replacing, altering, or diminishing the activities of any 
ombudsman or similar office of any other agency. 
‘‘(D) REPORT.—The Ombudsman shall submit a semi-
annual report to the Investor Advocate that describes the 
Deadline. 
15 USC 78d. 
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124 STAT. 1841 
PUBLIC LAW 111–203—JULY 21, 2010 
activities and evaluates the effectiveness of the Ombuds-
man during the preceding year. The Investor Advocate 
shall include the reports required under this section in 
the reports required to be submitted by the Inspector Advo-
cate under paragraph (6).’’. 
Subtitle B—Increasing Regulatory 
Enforcement and Remedies 
SEC. 921. AUTHORITY TO RESTRICT MANDATORY PRE-DISPUTE 
ARBITRATION. 
(a) AMENDMENT TO SECURITIES EXCHANGE ACT OF 1934.—Sec-
tion 15 of the Securities Exchange Act of 1934 (15 U.S.C. 78o), 
as amended by this title, is further amended by adding at the 
end the following new subsection: 
‘‘(o) AUTHORITY TO RESTRICT MANDATORY PRE-DISPUTE ARBITRA-
TION.—The Commission, by rule, may prohibit, or impose conditions 
or limitations on the use of, agreements that require customers 
or clients of any broker, dealer, or municipal securities dealer 
to arbitrate any future dispute between them arising under the 
Federal securities laws, the rules and regulations thereunder, or 
the rules of a self-regulatory organization if it finds that such 
prohibition, imposition of conditions, or limitations are in the public 
interest and for the protection of investors.’’. 
(b) AMENDMENT TO INVESTMENT ADVISERS ACT OF 1940.—Sec-
tion 205 of the Investment Advisers Act of 1940 (15 U.S.C. 80b– 
5) is amended by adding at the end the following new subsection: 
‘‘(f) AUTHORITY TO RESTRICT MANDATORY PRE-DISPUTE ARBITRA-
TION.—The Commission, by rule, may prohibit, or impose conditions 
or limitations on the use of, agreements that require customers 
or clients of any investment adviser to arbitrate any future dispute 
between them arising under the Federal securities laws, the rules 
and regulations thereunder, or the rules of a self-regulatory 
organization if it finds that such prohibition, imposition of condi-
tions, or limitations are in the public interest and for the protection 
of investors.’’. 
SEC. 922. WHISTLEBLOWER PROTECTION. 
(a) IN GENERAL.—The Securities Exchange Act of 1934 (15 
U.S.C. 78a et seq.) is amended by inserting after section 21E 
the following: 
‘‘SEC. 21F. SECURITIES WHISTLEBLOWER INCENTIVES AND PROTEC-
TION. 
‘‘(a) DEFINITIONS.—In this section the following definitions shall 
apply: 
‘‘(1) COVERED JUDICIAL OR ADMINISTRATIVE ACTION.—The 
term ‘covered judicial or administrative action’ means any 
judicial or administrative action brought by the Commission 
under the securities laws that results in monetary sanctions 
exceeding $1,000,000. 
‘‘(2) FUND.—The term ‘Fund’ means the Securities and 
Exchange Commission Investor Protection Fund. 
‘‘(3) ORIGINAL INFORMATION.—The term ‘original informa-
tion’ means information that— 
15 USC 78u–6. 
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124 STAT. 1842 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(A) is derived from the independent knowledge or 
analysis of a whistleblower; 
‘‘(B) is not known to the Commission from any other 
source, unless the whistleblower is the original source of 
the information; and 
‘‘(C) is not exclusively derived from an allegation made 
in a judicial or administrative hearing, in a governmental 
report, hearing, audit, or investigation, or from the news 
media, unless the whistleblower is a source of the informa-
tion. 
‘‘(4) MONETARY SANCTIONS.—The term ‘monetary sanctions’, 
when used with respect to any judicial or administrative action, 
means— 
‘‘(A) any monies, including penalties, disgorgement, 
and interest, ordered to be paid; and 
‘‘(B) any monies deposited into a disgorgement fund 
or other fund pursuant to section 308(b) of the Sarbanes- 
Oxley Act of 2002 (15 U.S.C. 7246(b)), as a result of such 
action or any settlement of such action. 
‘‘(5) RELATED ACTION.—The term ‘related action’, when used 
with respect to any judicial or administrative action brought 
by the Commission under the securities laws, means any 
judicial or administrative action brought by an entity described 
in subclauses (I) through (IV) of subsection (h)(2)(D)(i) that 
is based upon the original information provided by a whistle-
blower pursuant to subsection (a) that led to the successful 
enforcement of the Commission action. 
‘‘(6) WHISTLEBLOWER.—The term ‘whistleblower’ means any 
individual who provides, or 2 or more individuals acting jointly 
who provide, information relating to a violation of the securities 
laws to the Commission, in a manner established, by rule 
or regulation, by the Commission. 
‘‘(b) AWARDS.— 
‘‘(1) IN GENERAL.—In any covered judicial or administrative 
action, or related action, the Commission, under regulations 
prescribed by the Commission and subject to subsection (c), 
shall pay an award or awards to 1 or more whistleblowers 
who voluntarily provided original information to the Commis-
sion that led to the successful enforcement of the covered 
judicial or administrative action, or related action, in an aggre-
gate amount equal to— 
‘‘(A) not less than 10 percent, in total, of what has 
been collected of the monetary sanctions imposed in the 
action or related actions; and 
‘‘(B) not more than 30 percent, in total, of what has 
been collected of the monetary sanctions imposed in the 
action or related actions. 
‘‘(2) PAYMENT OF AWARDS.—Any amount paid under para-
graph (1) shall be paid from the Fund. 
‘‘(c) DETERMINATION
OF
AMOUNT
OF
AWARD; DENIAL
OF 
AWARD.— 
‘‘(1) DETERMINATION OF AMOUNT OF AWARD.— 
‘‘(A) DISCRETION.—The determination of the amount 
of an award made under subsection (b) shall be in the 
discretion of the Commission. 
‘‘(B) CRITERIA.—In determining the amount of an 
award made under subsection (b), the Commission— 
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124 STAT. 1843 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(i) shall take into consideration— 
‘‘(I) the significance of the information pro-
vided by the whistleblower to the success of the 
covered judicial or administrative action; 
‘‘(II) the degree of assistance provided by the 
whistleblower and any legal representative of the 
whistleblower in a covered judicial or administra-
tive action; 
‘‘(III) 
the 
programmatic 
interest 
of 
the 
Commission in deterring violations of the securi-
ties laws by making awards to whistleblowers who 
provide information that lead to the successful 
enforcement of such laws; and 
‘‘(IV) such additional relevant factors as the 
Commission may establish by rule or regulation; 
and 
‘‘(ii) shall not take into consideration the balance 
of the Fund. 
‘‘(2) DENIAL OF AWARD.—No award under subsection (b) 
shall be made— 
‘‘(A) to any whistleblower who is, or was at the time 
the whistleblower acquired the original information sub-
mitted to the Commission, a member, officer, or employee 
of— 
‘‘(i) an appropriate regulatory agency; 
‘‘(ii) the Department of Justice; 
‘‘(iii) a self-regulatory organization; 
‘‘(iv) the Public Company Accounting Oversight 
Board; or 
‘‘(v) a law enforcement organization; 
‘‘(B) to any whistleblower who is convicted of a criminal 
violation related to the judicial or administrative action 
for which the whistleblower otherwise could receive an 
award under this section; 
‘‘(C) to any whistleblower who gains the information 
through the performance of an audit of financial statements 
required under the securities laws and for whom such 
submission would be contrary to the requirements of section 
10A of the Securities Exchange Act of 1934 (15 U.S.C. 
78j–1); or 
‘‘(D) to any whistleblower who fails to submit informa-
tion to the Commission in such form as the Commission 
may, by rule, require. 
‘‘(d) REPRESENTATION.— 
‘‘(1) PERMITTED REPRESENTATION.—Any whistleblower who 
makes a claim for an award under subsection (b) may be 
represented by counsel. 
‘‘(2) REQUIRED REPRESENTATION.— 
‘‘(A) IN
GENERAL.—Any whistleblower who anony-
mously makes a claim for an award under subsection (b) 
shall be represented by counsel if the whistleblower anony-
mously submits the information upon which the claim is 
based. 
‘‘(B) DISCLOSURE OF IDENTITY.—Prior to the payment 
of an award, a whistleblower shall disclose the identity 
of the whistleblower and provide such other information 
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124 STAT. 1844 
PUBLIC LAW 111–203—JULY 21, 2010 
as the Commission may require, directly or through counsel 
for the whistleblower. 
‘‘(e) NO CONTRACT NECESSARY.—No contract with the Commis-
sion is necessary for any whistleblower to receive an award under 
subsection (b), unless otherwise required by the Commission by 
rule or regulation. 
‘‘(f) APPEALS.—Any determination made under this section, 
including whether, to whom, or in what amount to make awards, 
shall be in the discretion of the Commission. Any such determina-
tion, except the determination of the amount of an award if the 
award was made in accordance with subsection (b), may be appealed 
to the appropriate court of appeals of the United States not more 
than 30 days after the determination is issued by the Commission. 
The court shall review the determination made by the Commission 
in accordance with section 706 of title 5, United States Code. 
‘‘(g) INVESTOR PROTECTION FUND.— 
‘‘(1) FUND
ESTABLISHED.—There is established in the 
Treasury of the United States a fund to be known as the 
‘Securities and Exchange Commission Investor Protection 
Fund’. 
‘‘(2) USE OF FUND.—The Fund shall be available to the 
Commission, without further appropriation or fiscal year limita-
tion, for— 
‘‘(A) paying awards to whistleblowers as provided in 
subsection (b); and 
‘‘(B) funding the activities of the Inspector General 
of the Commission under section 4(i). 
‘‘(3) DEPOSITS AND CREDITS.— 
‘‘(A) IN GENERAL.—There shall be deposited into or 
credited to the Fund an amount equal to— 
‘‘(i) any monetary sanction collected by the 
Commission in any judicial or administrative action 
brought by the Commission under the securities laws 
that is not added to a disgorgement fund or other 
fund under section 308 of the Sarbanes-Oxley Act of 
2002 (15 U.S.C. 7246) or otherwise distributed to vic-
tims of a violation of the securities laws, or the rules 
and regulations thereunder, underlying such action, 
unless the balance of the Fund at the time the mone-
tary sanction is collected exceeds $300,000,000; 
‘‘(ii) 
any 
monetary 
sanction 
added 
to 
a 
disgorgement fund or other fund under section 308 
of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7246) 
that is not distributed to the victims for whom the 
Fund was established, unless the balance of the 
disgorgement fund at the time the determination is 
made not to distribute the monetary sanction to such 
victims exceeds $200,000,000; and 
‘‘(iii) all income from investments made under 
paragraph (4). 
‘‘(B) ADDITIONAL AMOUNTS.—If the amounts deposited 
into or credited to the Fund under subparagraph (A) are 
not sufficient to satisfy an award made under subsection 
(b), there shall be deposited into or credited to the Fund 
an amount equal to the unsatisfied portion of the award 
from any monetary sanction collected by the Commission 
Courts. 
Determination. 
Deadline. 
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124 STAT. 1845 
PUBLIC LAW 111–203—JULY 21, 2010 
in the covered judicial or administrative action on which 
the award is based. 
‘‘(4) INVESTMENTS.— 
‘‘(A) AMOUNTS
IN
FUND
MAY
BE
INVESTED.—The 
Commission may request the Secretary of the Treasury 
to invest the portion of the Fund that is not, in the discre-
tion of the Commission, required to meet the current needs 
of the Fund. 
‘‘(B) ELIGIBLE
INVESTMENTS.—Investments shall be 
made by the Secretary of the Treasury in obligations of 
the United States or obligations that are guaranteed as 
to principal and interest by the United States, with matu-
rities suitable to the needs of the Fund as determined 
by the Commission on the record. 
‘‘(C) INTEREST AND PROCEEDS CREDITED.—The interest 
on, and the proceeds from the sale or redemption of, any 
obligations held in the Fund shall be credited to the Fund. 
‘‘(5) REPORTS TO CONGRESS.—Not later than October 30 
of each fiscal year beginning after the date of enactment of 
this subsection, the Commission shall submit to the Committee 
on Banking, Housing, and Urban Affairs of the Senate, and 
the Committee on Financial Services of the House of Represent-
atives a report on— 
‘‘(A) the whistleblower award program, established 
under this section, including— 
‘‘(i) a description of the number of awards granted; 
and 
‘‘(ii) the types of cases in which awards were 
granted during the preceding fiscal year; 
‘‘(B) the balance of the Fund at the beginning of the 
preceding fiscal year; 
‘‘(C) the amounts deposited into or credited to the 
Fund during the preceding fiscal year; 
‘‘(D) the amount of earnings on investments made 
under paragraph (4) during the preceding fiscal year; 
‘‘(E) the amount paid from the Fund during the pre-
ceding fiscal year to whistleblowers pursuant to subsection 
(b); 
‘‘(F) the balance of the Fund at the end of the preceding 
fiscal year; and 
‘‘(G) a complete set of audited financial statements, 
including— 
‘‘(i) a balance sheet; 
‘‘(ii) income statement; and 
‘‘(iii) cash flow analysis. 
‘‘(h) PROTECTION OF WHISTLEBLOWERS.— 
‘‘(1) PROHIBITION AGAINST RETALIATION.— 
‘‘(A) IN
GENERAL.—No employer may discharge, 
demote, suspend, threaten, harass, directly or indirectly, 
or in any other manner discriminate against, a whistle-
blower in the terms and conditions of employment because 
of any lawful act done by the whistleblower— 
‘‘(i) in providing information to the Commission 
in accordance with this section; 
‘‘(ii) in initiating, testifying in, or assisting in any 
investigation or judicial or administrative action of 
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124 STAT. 1846 
PUBLIC LAW 111–203—JULY 21, 2010 
the Commission based upon or related to such informa-
tion; or 
‘‘(iii) in making disclosures that are required or 
protected under the Sarbanes-Oxley Act of 2002 (15 
U.S.C. 7201 et seq.), the Securities Exchange Act of 
1934 (15 U.S.C. 78a et seq.), including section 10A(m) 
of such Act (15 U.S.C. 78f(m)), section 1513(e) of title 
18, United States Code, and any other law, rule, or 
regulation subject to the jurisdiction of the Commis-
sion. 
‘‘(B) ENFORCEMENT.— 
‘‘(i) CAUSE OF ACTION.—An individual who alleges 
discharge or other discrimination in violation of 
subparagraph (A) may bring an action under this sub-
section in the appropriate district court of the United 
States for the relief provided in subparagraph (C). 
‘‘(ii) 
SUBPOENAS.—A 
subpoena 
requiring 
the 
attendance of a witness at a trial or hearing conducted 
under this section may be served at any place in the 
United States. 
‘‘(iii) STATUTE OF LIMITATIONS.— 
‘‘(I) IN GENERAL.—An action under this sub-
section may not be brought— 
‘‘(aa) more than 6 years after the date 
on which the violation of subparagraph (A) 
occurred; or 
‘‘(bb) more than 3 years after the date 
when facts material to the right of action are 
known or reasonably should have been known 
by the employee alleging a violation of 
subparagraph (A). 
‘‘(II) REQUIRED ACTION WITHIN 10 YEARS.—Not-
withstanding subclause (I), an action under this 
subsection may not in any circumstance be brought 
more than 10 years after the date on which the 
violation occurs. 
‘‘(C) RELIEF.—Relief for an individual prevailing in an 
action brought under subparagraph (B) shall include— 
‘‘(i) reinstatement with the same seniority status 
that the individual would have had, but for the 
discrimination; 
‘‘(ii) 2 times the amount of back pay otherwise 
owed to the individual, with interest; and 
‘‘(iii) compensation for litigation costs, expert wit-
ness fees, and reasonable attorneys’ fees. 
‘‘(2) CONFIDENTIALITY.— 
‘‘(A) IN
GENERAL.—Except as provided in subpara-
graphs (B) and (C), the Commission and any officer or 
employee of the Commission shall not disclose any informa-
tion, including information provided by a whistleblower 
to the Commission, which could reasonably be expected 
to reveal the identity of a whistleblower, except in accord-
ance with the provisions of section 552a of title 5, United 
States Code, unless and until required to be disclosed to 
a defendant or respondent in connection with a public 
proceeding instituted by the Commission or any entity 
described in subparagraph (C). For purposes of section 
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124 STAT. 1847 
PUBLIC LAW 111–203—JULY 21, 2010 
552 of title 5, United States Code, this paragraph shall 
be considered a statute described in subsection (b)(3)(B) 
of such section. 
‘‘(B) EXEMPTED STATUTE.—For purposes of section 552 
of title 5, United States Code, this paragraph shall be 
considered a statute described in subsection (b)(3)(B) of 
such section 552. 
‘‘(C) RULE OF CONSTRUCTION.—Nothing in this section 
is intended to limit, or shall be construed to limit, the 
ability of the Attorney General to present such evidence 
to a grand jury or to share such evidence with potential 
witnesses or defendants in the course of an ongoing 
criminal investigation. 
‘‘(D) AVAILABILITY TO GOVERNMENT AGENCIES.— 
‘‘(i) IN GENERAL.—Without the loss of its status 
as confidential in the hands of the Commission, all 
information referred to in subparagraph (A) may, in 
the discretion of the Commission, when determined 
by the Commission to be necessary to accomplish the 
purposes of this Act and to protect investors, be made 
available to— 
‘‘(I) the Attorney General of the United States; 
‘‘(II) an appropriate regulatory authority; 
‘‘(III) a self-regulatory organization; 
‘‘(IV) a State attorney general in connection 
with any criminal investigation; 
‘‘(V) 
any 
appropriate 
State 
regulatory 
authority; 
‘‘(VI) the Public Company Accounting Over-
sight Board; 
‘‘(VII) a foreign securities authority; and 
‘‘(VIII) a foreign law enforcement authority. 
‘‘(ii) CONFIDENTIALITY.— 
‘‘(I) 
IN
GENERAL.—Each 
of 
the 
entities 
described in subclauses (I) through (VI) of clause 
(i) shall maintain such information as confidential 
in accordance with the requirements established 
under subparagraph (A). 
‘‘(II) FOREIGN AUTHORITIES.—Each of the enti-
ties described in subclauses (VII) and (VIII) of 
clause (i) shall maintain such information in 
accordance with such assurances of confidentiality 
as the Commission determines appropriate. 
‘‘(3) RIGHTS RETAINED.—Nothing in this section shall be 
deemed to diminish the rights, privileges, or remedies of any 
whistleblower under any Federal or State law, or under any 
collective bargaining agreement. 
‘‘(i) PROVISION OF FALSE INFORMATION.—A whistleblower shall 
not be entitled to an award under this section if the whistleblower— 
‘‘(1) knowingly and willfully makes any false, fictitious, 
or fraudulent statement or representation; or 
‘‘(2) uses any false writing or document knowing the writing 
or document contains any false, fictitious, or fraudulent state-
ment or entry. 
‘‘(j) RULEMAKING AUTHORITY.—The Commission shall have the 
authority to issue such rules and regulations as may be necessary 
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124 STAT. 1848 
PUBLIC LAW 111–203—JULY 21, 2010 
or appropriate to implement the provisions of this section consistent 
with the purposes of this section.’’. 
(b) PROTECTION FOR EMPLOYEES OF NATIONALLY RECOGNIZED 
STATISTICAL RATING ORGANIZATIONS.—Section 1514A(a) of title 18, 
United States Code, is amended— 
(1) by inserting ‘‘or nationally recognized statistical rating 
organization (as defined in section 3(a) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78c),’’ after ‘‘78o(d)),’’; and 
(2) by inserting ‘‘or nationally recognized statistical rating 
organization’’ after ‘‘such company’’. 
(c) SECTION 1514A OF TITLE 18, UNITED STATES CODE.— 
(1) 
STATUTE
OF
LIMITATIONS; 
JURY
TRIAL.—Section 
1514A(b)(2) of title 18, United States Code, is amended— 
(A) in subparagraph (D)— 
(i) by striking ‘‘90’’ and inserting ‘‘180’’; and 
(ii) by striking the period at the end and inserting 
‘‘, or after the date on which the employee became 
aware of the violation.’’; and 
(B) by adding at the end the following: 
‘‘(E) JURY TRIAL.—A party to an action brought under 
paragraph (1)(B) shall be entitled to trial by jury.’’. 
(2) PRIVATE
SECURITIES
LITIGATION
WITNESSES; 
NON-
ENFORCEABILITY; INFORMATION.—Section 1514A of title 18, 
United States Code, is amended by adding at the end the 
following: 
‘‘(e) NONENFORCEABILITY
OF
CERTAIN
PROVISIONS
WAIVING 
RIGHTS AND REMEDIES OR REQUIRING ARBITRATION OF DISPUTES.— 
‘‘(1) WAIVER OF RIGHTS AND REMEDIES.—The rights and 
remedies provided for in this section may not be waived by 
any agreement, policy form, or condition of employment, 
including by a predispute arbitration agreement. 
‘‘(2) PREDISPUTE ARBITRATION AGREEMENTS.—No predispute 
arbitration agreement shall be valid or enforceable, if the agree-
ment requires arbitration of a dispute arising under this sec-
tion.’’. 
(d) STUDY OF WHISTLEBLOWER PROTECTION PROGRAM.— 
(1) STUDY.—The Inspector General of the Commission shall 
conduct a study of the whistleblower protections established 
under the amendments made by this section, including— 
(A) whether the final rules and regulation issued under 
the amendments made by this section have made the 
whistleblower protection program (referred to in this sub-
section as the ‘‘program’’) clearly defined and user-friendly; 
(B) whether the program is promoted on the website 
of the Commission and has been widely publicized; 
(C) whether the Commission is prompt in— 
(i) responding to— 
(I) information provided by whistleblowers; 
and 
(II) applications for awards filed by whistle-
blowers; 
(ii) updating whistleblowers about the status of 
their applications; and 
(iii) otherwise communicating with the interested 
parties; 
(D) whether the minimum and maximum reward levels 
are adequate to entice whistleblowers to come forward with 
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124 STAT. 1849 
PUBLIC LAW 111–203—JULY 21, 2010 
information and whether the reward levels are so high 
as to encourage illegitimate whistleblower claims; 
(E) whether the appeals process has been unduly 
burdensome for the Commission; 
(F) whether the funding mechanism for the Investor 
Protection Fund is adequate; 
(G) whether, in the interest of protecting investors 
and identifying and preventing fraud, it would be useful 
for Congress to consider empowering whistleblowers or 
other individuals, who have already attempted to pursue 
the case through the Commission, to have a private right 
of action to bring suit based on the facts of the same 
case, on behalf of the Government and themselves, against 
persons who have committee securities fraud; 
(H)(i) whether the exemption under section 552(b)(3) 
of title 5 (known as the Freedom of Information Act) estab-
lished in section 21F(h)(2)(A) of the Securities Exchange 
Act of 1934, as added by this Act, aids whistleblowers 
in disclosing information to the Commission; 
(ii) what impact the exemption described in clause 
(i) has had on the ability of the public to access information 
about the regulation and enforcement by the Commission 
of securities; and 
(iii) any recommendations on whether the exemption 
described in clause (i) should remain in effect; and 
(I) such other matters as the Inspector General deems 
appropriate. 
(2) REPORT.—Not later than 30 months after the date of 
enactment of this Act, the Inspector General shall— 
(A) submit a report on the findings of the study 
required under paragraph (1) to the Committee on Banking, 
Housing, and Urban Affairs of the Senate and the Com-
mittee on Financial Services of the House; and 
(B) make the report described in subparagraph (A) 
available to the public through publication of the report 
on the website of the Commission. 
SEC. 923. CONFORMING AMENDMENTS FOR WHISTLEBLOWER PROTEC-
TION. 
(a) IN GENERAL.— 
(1) SECURITIES ACT OF 1933.—Section 20(d)(3)(A) of the Secu-
rities Act of 1933 (15 U.S.C. 77t(d)(3)(A)) is amended by 
inserting ‘‘and section 21F of the Securities Exchange Act of 
1934’’ after ‘‘the Sarbanes-Oxley Act of 2002’’. 
(2) INVESTMENT COMPANY ACT OF 1940.—Section 42(e)(3)(A) 
of the Investment Company Act of 1940 (15 U.S.C. 80a– 
41(e)(3)(A)) is amended by inserting ‘‘and section 21F of the 
Securities Exchange Act of 1934’’ after ‘‘the Sarbanes-Oxley 
Act of 2002’’. 
(3) INVESTMENT ADVISERS ACT OF 1940.—Section 209(e)(3)(A) 
of the Investment Advisers Act of 1940 (15 U.S.C. 80b– 
9(e)(3)(A)) is amended by inserting ‘‘and section 21F of the 
Securities Exchange Act of 1934’’ after ‘‘the Sarbanes-Oxley 
Act of 2002’’. 
(b) SECURITIES EXCHANGE ACT.— 
(1) SECTION
21.—Section 21(d)(3)(C)(i) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78u(d)(3)(C)(i)) is amended 
Public 
information. 
Web posting. 
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124 STAT. 1850 
PUBLIC LAW 111–203—JULY 21, 2010 
by inserting ‘‘and section 21F of this title’’ after ‘‘the Sarbanes- 
Oxley Act of 2002’’. 
(2) SECTION 21A.—Section 21A of the Securities Exchange 
Act of 1934 (15 U.S.C. 78u–1) is amended— 
(A) in subsection (d)(1) by— 
(i) striking ‘‘(subject to subsection (e))’’; and 
(ii) inserting ‘‘and section 21F of this title’’ after 
‘‘the Sarbanes-Oxley Act of 2002’’; 
(B) by striking subsection (e); and 
(C) by redesignating subsections (f) and (g) as sub-
sections (e) and (f), respectively. 
SEC. 924. IMPLEMENTATION AND TRANSITION PROVISIONS FOR 
WHISTLEBLOWER PROTECTION. 
(a) IMPLEMENTING RULES.—The Commission shall issue final 
regulations implementing the provisions of section 21F of the Secu-
rities Exchange Act of 1934, as added by this subtitle, not later 
than 270 days after the date of enactment of this Act. 
(b) ORIGINAL
INFORMATION.—Information provided to the 
Commission in writing by a whistleblower shall not lose the status 
of original information (as defined in section 21F(a)(3) of the Securi-
ties Exchange Act of 1934, as added by this subtitle) solely because 
the whistleblower provided the information prior to the effective 
date of the regulations, if the information is provided by the whistle-
blower after the date of enactment of this subtitle. 
(c) AWARDS.—A whistleblower may receive an award pursuant 
to section 21F of the Securities Exchange Act of 1934, as added 
by this subtitle, regardless of whether any violation of a provision 
of the securities laws, or a rule or regulation thereunder, underlying 
the judicial or administrative action upon which the award is based, 
occurred prior to the date of enactment of this subtitle. 
(d) ADMINISTRATION AND ENFORCEMENT.—The Securities and 
Exchange Commission shall establish a separate office within the 
Commission to administer and enforce the provisions of section 
21F of the Securities Exchange Act of 1934 (as add by section 
922(a)). Such office shall report annually to the Committee on 
Banking, Housing, and Urban Affairs of the Senate and the Com-
mittee on Financial Services of the House of Representatives on 
its activities, whistleblower complaints, and the response of the 
Commission to such complaints. 
SEC. 925. COLLATERAL BARS. 
(a) SECURITIES EXCHANGE ACT OF 1934.— 
(1) SECTION
15.—Section 15(b)(6)(A) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78o(b)(6)(A)) is amended by 
striking ‘‘12 months, or bar such person from being associated 
with a broker or dealer,’’ and inserting ‘‘12 months, or bar 
any such person from being associated with a broker, dealer, 
investment adviser, municipal securities dealer, municipal 
advisor, transfer agent, or nationally recognized statistical 
rating organization,’’. 
(2) SECTION
15B.—Section 15B(c)(4) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78o–4(c)(4)) is amended by 
striking ‘‘twelve months or bar any such person from being 
associated with a municipal securities dealer,’’ and inserting 
‘‘12 months or bar any such person from being associated with 
a broker, dealer, investment adviser, municipal securities 
Reports. 
Deadline. 
Establishment. 
Deadline. 
15 USC 78u–7. 
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124 STAT. 1851 
PUBLIC LAW 111–203—JULY 21, 2010 
dealer, municipal advisor, transfer agent, or nationally recog-
nized statistical rating organization,’’. 
(3) SECTION
17A.—Section 17A(c)(4)(C) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78q–1(c)(4)(C)) is amended 
by striking ‘‘twelve months or bar any such person from being 
associated with the transfer agent,’’ and inserting ‘‘12 months 
or bar any such person from being associated with any transfer 
agent, broker, dealer, investment adviser, municipal securities 
dealer, municipal advisor, or nationally recognized statistical 
rating organization,’’. 
(b) INVESTMENT ADVISERS ACT OF 1940.—Section 203(f) of the 
Investment Advisers Act of 1940 (15 U.S.C. 80b–3(f)) is amended 
by striking ‘‘twelve months or bar any such person from being 
associated with an investment adviser,’’ and inserting ‘‘12 months 
or bar any such person from being associated with an investment 
adviser, broker, dealer, municipal securities dealer, municipal 
advisor, transfer agent, or nationally recognized statistical rating 
organization,’’. 
SEC. 926. DISQUALIFYING FELONS AND OTHER ‘‘BAD ACTORS’’ FROM 
REGULATION D OFFERINGS. 
Not later than 1 year after the date of enactment of this 
Act, the Commission shall issue rules for the disqualification of 
offerings and sales of securities made under section 230.506 of 
title 17, Code of Federal Regulations, that— 
(1) are substantially similar to the provisions of section 
230.262 of title 17, Code of Federal Regulations, or any suc-
cessor thereto; and 
(2) disqualify any offering or sale of securities by a person 
that— 
(A) is subject to a final order of a State securities 
commission (or an agency or officer of a State performing 
like functions), a State authority that supervises or exam-
ines banks, savings associations, or credit unions, a State 
insurance commission (or an agency or officer of a State 
performing like functions), an appropriate Federal banking 
agency, or the National Credit Union Administration, 
that— 
(i) bars the person from— 
(I) association with an entity regulated by such 
commission, authority, agency, or officer; 
(II) engaging in the business of securities, 
insurance, or banking; or 
(III) engaging in savings association or credit 
union activities; or 
(ii) constitutes a final order based on a violation 
of any law or regulation that prohibits fraudulent, 
manipulative, or deceptive conduct within the 10-year 
period ending on the date of the filing of the offer 
or sale; or 
(B) has been convicted of any felony or misdemeanor 
in connection with the purchase or sale of any security 
or involving the making of any false filing with the Commis-
sion. 
Deadline. 
15 USC 77d note. 
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124 STAT. 1852 
PUBLIC LAW 111–203—JULY 21, 2010 
SEC. 927. EQUAL TREATMENT OF SELF-REGULATORY ORGANIZATION 
RULES. 
Section 29(a) of the Securities Exchange Act of 1934 (15 U.S.C. 
78cc(a)) is amended by striking ‘‘an exchange required thereby’’ 
and inserting ‘‘a self-regulatory organization,’’. 
SEC. 928. CLARIFICATION THAT SECTION 205 OF THE INVESTMENT 
ADVISERS ACT OF 1940 DOES NOT APPLY TO STATE-REG-
ISTERED ADVISERS. 
Section 205(a) of the Investment Advisers Act of 1940 (15 
U.S.C. 80b–5(a)) is amended, in the matter preceding paragraph 
(1)— 
(1) by striking ‘‘, unless exempt from registration pursuant 
to section 203(b),’’ and inserting ‘‘registered or required to be 
registered with the Commission’’; 
(2) by striking ‘‘make use of the mails or any means or 
instrumentality of interstate commerce, directly or indirectly, 
to’’; and 
(3) by striking ‘‘to’’ after ‘‘in any way’’. 
SEC. 929. UNLAWFUL MARGIN LENDING. 
Section 7(c)(1)(A) of the Securities Exchange Act of 1934 (15 
U.S.C. 78g(c)(1)(A)) is amended by striking ‘‘; and’’ and inserting 
‘‘; or’’. 
SEC. 929A. PROTECTION FOR EMPLOYEES OF SUBSIDIARIES AND 
AFFILIATES OF PUBLICLY TRADED COMPANIES. 
Section 1514A of title 18, United States Code, is amended 
by inserting ‘‘including any subsidiary or affiliate whose financial 
information is included in the consolidated financial statements 
of such company’’ after ‘‘the Securities Exchange Act of 1934 (15 
U.S.C. 78o(d))’’. 
SEC. 929B. FAIR FUND AMENDMENTS. 
Section 308 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 
7246(a)) is amended— 
(1) by striking subsection (a) and inserting the following: 
‘‘(a) CIVIL PENALTIES TO BE USED FOR THE RELIEF OF VICTIMS.— 
If, in any judicial or administrative action brought by the Commis-
sion under the securities laws, the Commission obtains a civil 
penalty against any person for a violation of such laws, or such 
person agrees, in settlement of any such action, to such civil penalty, 
the amount of such civil penalty shall, on the motion or at the 
direction of the Commission, be added to and become part of a 
disgorgement fund or other fund established for the benefit of 
the victims of such violation.’’; 
(2) in subsection (b)— 
(A) by striking ‘‘for a disgorgement fund described in 
subsection (a)’’ and inserting ‘‘for a disgorgement fund or 
other fund described in subsection (a)’’; and 
(B) by striking ‘‘in the disgorgement fund’’ and 
inserting ‘‘in such fund’’; and 
(3) by striking subsection (e). 
SEC. 929C. INCREASING THE BORROWING LIMIT ON TREASURY LOANS. 
Section 4(h) of the Securities Investor Protection Act of 1970 
(15 U.S.C. 78ddd(h)) is amended in the first sentence, by striking 
‘‘$1,000,000,000’’ and inserting ‘‘$2,500,000,000’’. 
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124 STAT. 1853 
PUBLIC LAW 111–203—JULY 21, 2010 
SEC. 929D. LOST AND STOLEN SECURITIES. 
Section 17(f)(1) of the Securities Exchange Act of 1934 (15 
U.S.C. 78q(f)(1)) is amended— 
(1) in subparagraph (A), by striking ‘‘missing, lost, counter-
feit, or stolen securities’’ and inserting ‘‘securities that are 
missing, lost, counterfeit, stolen, or cancelled’’; and 
(2) in subparagraph (B), by striking ‘‘or stolen’’ and 
inserting ‘‘stolen, cancelled, or reported in such other manner 
as the Commission, by rule, may prescribe’’. 
SEC. 929E. NATIONWIDE SERVICE OF SUBPOENAS. 
(a) SECURITIES ACT OF 1933.—Section 22(a) of the Securities 
Act of 1933 (15 U.S.C. 77v(a)) is amended by inserting after the 
second sentence the following: ‘‘In any action or proceeding 
instituted by the Commission under this title in a United States 
district court for any judicial district, a subpoena issued to compel 
the attendance of a witness or the production of documents or 
tangible things (or both) at a hearing or trial may be served at 
any place within the United States. Rule 45(c)(3)(A)(ii) of the Fed-
eral Rules of Civil Procedure shall not apply to a subpoena issued 
under the preceding sentence.’’. 
(b) SECURITIES EXCHANGE ACT
OF 1934.—Section 27 of the 
Securities Exchange Act of 1934 (15 U.S.C. 78aa) is amended by 
inserting after the third sentence the following: ‘‘In any action 
or proceeding instituted by the Commission under this title in 
a United States district court for any judicial district, a subpoena 
issued to compel the attendance of a witness or the production 
of documents or tangible things (or both) at a hearing or trial 
may be served at any place within the United States. Rule 
45(c)(3)(A)(ii) of the Federal Rules of Civil Procedure shall not 
apply to a subpoena issued under the preceding sentence.’’. 
(c) INVESTMENT COMPANY ACT
OF 1940.—Section 44 of the 
Investment Company Act of 1940 (15 U.S.C. 80a–43) is amended 
by inserting after the fourth sentence the following: ‘‘In any action 
or proceeding instituted by the Commission under this title in 
a United States district court for any judicial district, a subpoena 
issued to compel the attendance of a witness or the production 
of documents or tangible things (or both) at a hearing or trial 
may be served at any place within the United States. Rule 
45(c)(3)(A)(ii) of the Federal Rules of Civil Procedure shall not 
apply to a subpoena issued under the preceding sentence.’’. 
(d) INVESTMENT ADVISERS ACT OF 1940.—Section 214 of the 
Investment Advisers Act of 1940 (15 U.S.C. 80b–14) is amended 
by inserting after the third sentence the following: ‘‘In any action 
or proceeding instituted by the Commission under this title in 
a United States district court for any judicial district, a subpoena 
issued to compel the attendance of a witness or the production 
of documents or tangible things (or both) at a hearing or trial 
may be served at any place within the United States. Rule 
45(c)(3)(A)(ii) of the Federal Rules of Civil Procedure shall not 
apply to a subpoena issued under the preceding sentence.’’. 
SEC. 929F. FORMERLY ASSOCIATED PERSONS. 
(a) MEMBER OR EMPLOYEE OF THE MUNICIPAL SECURITIES RULE-
MAKING BOARD.—Section 15B(c)(8) of the Securities Exchange Act 
of 1934 (15 U.S.C. 78o–4(c)(8)) is amended by striking ‘‘any member 
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124 STAT. 1854 
PUBLIC LAW 111–203—JULY 21, 2010 
or employee’’ and inserting ‘‘any person who is, or at the time 
of the alleged violation or abuse was, a member or employee’’. 
(b) PERSON ASSOCIATED WITH
A GOVERNMENT SECURITIES 
BROKER OR DEALER.—Section 15C(c) of the Securities Exchange 
Act of 1934 (15 U.S.C. 78o–5(c)) is amended— 
(1) in paragraph (1)(C), by striking ‘‘any person associated, 
or seeking to become associated,’’ and inserting ‘‘any person 
who is, or at the time of the alleged misconduct was, associated 
or seeking to become associated’’; and 
(2) in paragraph (2)— 
(A) in subparagraph (A), by inserting ‘‘, seeking to 
become associated, or, at the time of the alleged misconduct, 
associated or seeking to become associated’’ after ‘‘any per-
son associated’’; and 
(B) in subparagraph (B), by inserting ‘‘, seeking to 
become associated, or, at the time of the alleged misconduct, 
associated or seeking to become associated’’ after ‘‘any per-
son associated’’. 
(c) PERSON ASSOCIATED WITH A MEMBER OF A NATIONAL SECU-
RITIES EXCHANGE OR REGISTERED SECURITIES ASSOCIATION.—Sec-
tion 21(a)(1) of the Securities Exchange Act of 1934 (15 U.S.C. 
78u(a)(1)) is amended, in the first sentence, by inserting ‘‘, or, 
as to any act or practice, or omission to act, while associated 
with a member, formerly associated’’ after ‘‘member or a person 
associated’’. 
(d) PARTICIPANT OF A REGISTERED CLEARING AGENCY.—Section 
21(a)(1) of the Securities Exchange Act of 1934 (15 U.S.C. 78u(a)(1)) 
is amended, in the first sentence, by inserting ‘‘or, as to any act 
or practice, or omission to act, while a participant, was a partici-
pant,’’ after ‘‘in which such person is a participant,’’. 
(e) OFFICER OR DIRECTOR OF A SELF-REGULATORY ORGANIZA-
TION.—Section 19(h)(4) of the Securities Exchange Act of 1934 (15 
U.S.C. 78s(h)(4)) is amended— 
(1) by striking ‘‘any officer or director’’ and inserting ‘‘any 
person who is, or at the time of the alleged misconduct was, 
an officer or director’’; and 
(2) by striking ‘‘such officer or director’’ and inserting ‘‘such 
person’’. 
(f) OFFICER OR DIRECTOR OF AN INVESTMENT COMPANY.—Sec-
tion 36(a) of the Investment Company Act of 1940 (15 U.S.C. 
80a–35(a)) is amended— 
(1) by striking ‘‘a person serving or acting’’ and inserting 
‘‘a person who is, or at the time of the alleged misconduct 
was, serving or acting’’; and 
(2) by striking ‘‘such person so serves or acts’’ and inserting 
‘‘such person so serves or acts, or at the time of the alleged 
misconduct, so served or acted’’. 
(g) PERSON ASSOCIATED WITH A PUBLIC ACCOUNTING FIRM.— 
(1) SARBANES-OXLEY
ACT
OF
2002
AMENDMENT.—Section 
2(a)(9) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7201(9)) 
is amended by adding at the end the following: 
‘‘(C) INVESTIGATIVE AND ENFORCEMENT AUTHORITY.— 
For purposes of sections 3(c), 101(c), 105, and 107(c) and 
the rules of the Board and Commission issued thereunder, 
except to the extent specifically excepted by such rules, 
the terms defined in subparagraph (A) shall include any 
Applicability. 
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124 STAT. 1855 
PUBLIC LAW 111–203—JULY 21, 2010 
person associated, seeking to become associated, or formerly 
associated with a public accounting firm, except that— 
‘‘(i) the authority to conduct an investigation of 
such person under section 105(b) shall apply only with 
respect to any act or practice, or omission to act, by 
the person while such person was associated or seeking 
to 
become 
associated 
with 
a 
registered 
public 
accounting firm; and 
‘‘(ii) the authority to commence a disciplinary pro-
ceeding under section 105(c)(1), or impose sanctions 
under section 105(c)(4), against such person shall apply 
only with respect to— 
‘‘(I) conduct occurring while such person was 
associated or seeking to become associated with 
a registered public accounting firm; or 
‘‘(II) non-cooperation, as described in section 
105(b)(3), with respect to a demand in a Board 
investigation for testimony, documents, or other 
information relating to a period when such person 
was associated or seeking to become associated 
with a registered public accounting firm.’’. 
(2) SECURITIES EXCHANGE ACT OF 1934 AMENDMENT.—Sec-
tion 21(a)(1) of the Securities Exchange Act of 1934 (15 U.S.C. 
78u(a)(1)) is amended by striking ‘‘or a person associated with 
such a firm’’ and inserting ‘‘, a person associated with such 
a firm, or, as to any act, practice, or omission to act, while 
associated with such firm, a person formerly associated with 
such a firm’’. 
(h) SUPERVISORY PERSONNEL
OF
AN AUDIT FIRM.—Section 
105(c)(6) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7215(c)(6)) 
is amended— 
(1) in subparagraph (A), by striking ‘‘the supervisory per-
sonnel’’ and inserting ‘‘any person who is, or at the time of 
the alleged failure reasonably to supervise was, a supervisory 
person’’; and 
(2) in subparagraph (B)— 
(A) by striking ‘‘No associated person’’ and inserting 
‘‘No current or former supervisory person’’; and 
(B) by striking ‘‘any other person’’ and inserting ‘‘any 
associated person’’. 
(i) MEMBER OF THE PUBLIC COMPANY ACCOUNTING OVERSIGHT 
BOARD.—Section 107(d)(3) of the Sarbanes-Oxley Act of 2002 (15 
U.S.C. 7217(d)(3)) is amended by striking ‘‘any member’’ and 
inserting ‘‘any person who is, or at the time of the alleged mis-
conduct was, a member’’. 
SEC. 929G. STREAMLINED HIRING AUTHORITY FOR MARKET SPECIAL-
ISTS. 
(a) APPOINTMENT AUTHORITY.—Section 3114 of title 5, United 
States Code, is amended by striking the section heading and all 
that follows through the end of subsection (a) and inserting the 
following: 
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124 STAT. 1856 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘§ 3114. Appointment of candidates to certain positions in 
the competitive service by the Securities and 
Exchange Commission 
‘‘(a) APPLICABILITY.—This section applies with respect to any 
position of accountant, economist, and securities compliance exam-
iner at the Commission that is in the competitive service, and 
any position at the Commission in the competitive service that 
requires specialized knowledge of financial and capital market 
formation or regulation, financial market structures or surveillance, 
or information technology.’’. 
(b) CLERICAL AMENDMENT.—The table of sections for chapter 
31 of title 5, United States Code, is amended by striking the 
item relating to section 3114 and inserting the following: 
‘‘3114. Appointment of candidates to positions in the competitive service by the Se-
curities and Exchange Commission.’’. 
(c) PAY AUTHORITY.—The Commission may set the rate of pay 
for experts and consultants appointed under the authority of section 
3109 of title 5, United States Code, in the same manner in which 
it sets the rate of pay for employees of the Commission. 
SEC. 929H. SIPC REFORMS. 
(a) INCREASING THE CASH LIMIT OF PROTECTION.—Section 9 
of the Securities Investor Protection Act of 1970 (15 U.S.C. 78fff– 
3) is amended— 
(1) in subsection (a)(1), by striking ‘‘$100,000 for each such 
customer’’ and inserting ‘‘the standard maximum cash advance 
amount for each such customer, as determined in accordance 
with subsection (d)’’; and 
(2) by adding the following new subsections: 
‘‘(d) STANDARD MAXIMUM CASH ADVANCE AMOUNT DEFINED.— 
For purposes of this section, the term ‘standard maximum cash 
advance amount’ means $250,000, as such amount may be adjusted 
after December 31, 2010, as provided under subsection (e). 
‘‘(e) INFLATION ADJUSTMENT.— 
‘‘(1) IN GENERAL.—Not later than January 1, 2011, and 
every 5 years thereafter, and subject to the approval of the 
Commission as provided under section 3(e)(2), the Board of 
Directors of SIPC shall determine whether an inflation adjust-
ment to the standard maximum cash advance amount is appro-
priate. If the Board of Directors of SIPC determines such an 
adjustment is appropriate, then the standard maximum cash 
advance amount shall be an amount equal to— 
‘‘(A) $250,000 multiplied by— 
‘‘(B) the ratio of the annual value of the Personal 
Consumption Expenditures Chain-Type Price Index (or any 
successor index thereto), published by the Department of 
Commerce, for the calendar year preceding the year in 
which such determination is made, to the published annual 
value of such index for the calendar year preceding the 
year in which this subsection was enacted. 
The index values used in calculations under this paragraph 
shall be, as of the date of the calculation, the values most 
recently published by the Department of Commerce. 
‘‘(2) ROUNDING.—If the standard maximum cash advance 
amount determined under paragraph (1) for any period is not 
Deadlines. 
Determination. 
15 USC 78d note. 
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124 STAT. 1857 
PUBLIC LAW 111–203—JULY 21, 2010 
a multiple of $10,000, the amount so determined shall be 
rounded down to the nearest $10,000. 
‘‘(3) PUBLICATION AND REPORT TO THE CONGRESS.—Not later 
than April 5 of any calendar year in which a determination 
is required to be made under paragraph (1)— 
‘‘(A) the Commission shall publish in the Federal Reg-
ister the standard maximum cash advance amount; and 
‘‘(B) the Board of Directors of SIPC shall submit a 
report to the Congress stating the standard maximum cash 
advance amount. 
‘‘(4) IMPLEMENTATION
PERIOD.—Any adjustment to the 
standard maximum cash advance amount shall take effect on 
January 1 of the year immediately succeeding the calendar 
year in which such adjustment is made. 
‘‘(5) INFLATION ADJUSTMENT CONSIDERATIONS.—In making 
any determination under paragraph (1) to increase the standard 
maximum cash advance amount, the Board of Directors of 
SIPC shall consider— 
‘‘(A) the overall state of the fund and the economic 
conditions affecting members of SIPC; 
‘‘(B) the potential problems affecting members of SIPC; 
and 
‘‘(C) such other factors as the Board of Directors of 
SIPC may determine appropriate.’’. 
(b) LIQUIDATION
OF
A
CARRYING
BROKER-DEALER.—Section 
5(a)(3) of the Securities Investor Protection Act of 1970 (15 U.S.C. 
78eee(a)(3)) is amended— 
(1) by striking the undesignated matter immediately fol-
lowing subparagraph (B); 
(2) in subparagraph (A), by striking ‘‘any member of SIPC’’ 
and inserting ‘‘the member’’; 
(3) in subparagraph (B), by striking the comma at the 
end and inserting a period; 
(4) by striking ‘‘If SIPC’’ and inserting the following: 
‘‘(A) IN GENERAL.—SIPC may, upon notice to a member 
of SIPC, file an application for a protective decree with 
any court of competent jurisdiction specified in section 21(e) 
or 27 of the Securities Exchange Act of 1934, except that 
no such application shall be filed with respect to a member, 
the only customers of which are persons whose claims 
could not be satisfied by SIPC advances pursuant to section 
9, if SIPC’’; and 
(5) by adding at the end the following: 
‘‘(B) CONSENT REQUIRED.—No member of SIPC that 
has a customer may enter into an insolvency, receivership, 
or bankruptcy proceeding, under Federal or State law, with-
out the specific consent of SIPC, except as provided in 
title II of the Dodd-Frank Wall Street Reform and Con-
sumer Protection Act.’’. 
SEC. 929I. PROTECTING CONFIDENTIALITY OF MATERIALS SUBMITTED 
TO THE COMMISSION. 
(a) SECURITIES EXCHANGE ACT
OF 1934.—Section 24 of the 
Securities Exchange Act of 1934 (15 U.S.C. 78x) is amended— 
(1) in subsection (d), by striking ‘‘subsection (e)’’ and 
inserting ‘‘subsection (f)’’; 
(2) by redesignating subsection (e) as subsection (f); and 
Effective date. 
Federal Register, 
publication. 
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124 STAT. 1858 
PUBLIC LAW 111–203—JULY 21, 2010 
(3) by inserting after subsection (d) the following: 
‘‘(e) RECORDS OBTAINED FROM REGISTERED PERSONS.— 
‘‘(1) IN
GENERAL.—Except as provided in subsection (f), 
the Commission shall not be compelled to disclose records or 
information obtained pursuant to section 17(b), or records or 
information based upon or derived from such records or 
information, if such records or information have been obtained 
by the Commission for use in furtherance of the purposes 
of this title, including surveillance, risk assessments, or other 
regulatory and oversight activities. 
‘‘(2) TREATMENT OF INFORMATION.—For purposes of section 
552 of title 5, United States Code, this subsection shall be 
considered a statute described in subsection (b)(3)(B) of such 
section 552. Collection of information pursuant to section 17 
shall be an administrative action involving an agency against 
specific individuals or agencies pursuant to section 3518(c)(1) 
of title 44, United States Code.’’. 
(b) INVESTMENT COMPANY ACT
OF 1940.—Section 31 of the 
Investment Company Act of 1940 (15 U.S.C. 80a-30) is amended— 
(1) by striking subsection (c) and inserting the following: 
‘‘(c) LIMITATIONS
ON DISCLOSURE
BY COMMISSION.—Notwith-
standing any other provision of law, the Commission shall not 
be compelled to disclose any records or information provided to 
the Commission under this section, or records or information based 
upon or derived from such records or information, if such records 
or information have been obtained by the Commission for use 
in furtherance of the purposes of this title, including surveillance, 
risk assessments, or other regulatory and oversight activities. 
Nothing in this subsection authorizes the Commission to withhold 
information from the Congress or prevent the Commission from 
complying with a request for information from any other Federal 
department or agency requesting the information for purposes 
within the scope of jurisdiction of that department or agency, or 
complying with an order of a court of the United States in an 
action brought by the United States or the Commission. For pur-
poses of section 552 of title 5, United States Code, this section 
shall be considered a statute described in subsection (b)(3)(B) of 
such section 552. Collection of information pursuant to section 
31 shall be an administrative action involving an agency against 
specific individuals or agencies pursuant to section 3518(c)(1) of 
title 44, United States Code.’’; 
(2) by striking subsection (d); and 
(3) by redesignating subsections (e) and (f) as subsections 
(d) and (e), respectively. 
(c) INVESTMENT ADVISERS ACT OF 1940.—Section 210 of the 
Investment Advisers Act of 1940 (15 U.S.C. 80b-10) is amended 
by adding at the end the following: 
‘‘(d) LIMITATIONS ON DISCLOSURE BY THE COMMISSION.—Not-
withstanding any other provision of law, the Commission shall 
not be compelled to disclose any records or information provided 
to the Commission under section 204, or records or information 
based upon or derived from such records or information, if such 
records or information have been obtained by the Commission for 
use in furtherance of the purposes of this title, including surveil-
lance, risk assessments, or other regulatory and oversight activities. 
Nothing in this subsection authorizes the Commission to withhold 
information from the Congress or prevent the Commission from 
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124 STAT. 1859 
PUBLIC LAW 111–203—JULY 21, 2010 
complying with a request for information from any other Federal 
department or agency requesting the information for purposes 
within the scope of jurisdiction of that department or agency, or 
complying with an order of a court of the United States in an 
action brought by the United States or the Commission. For pur-
poses of section 552 of title 5, United States Code, this subsection 
shall be considered a statute described in subsection (b)(3)(B) of 
such section 552. Collection of information pursuant to section 
204 shall be an administrative action involving an agency against 
specific individuals or agencies pursuant to section 3518(c)(1) of 
title 44, United States Code.’’. 
SEC. 929J. EXPANSION OF AUDIT INFORMATION TO BE PRODUCED 
AND EXCHANGED. 
Section 106 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7216) 
is amended— 
(1) by striking subsection (b) and inserting the following: 
‘‘(b) PRODUCTION OF DOCUMENTS.— 
‘‘(1) PRODUCTION BY FOREIGN FIRMS.—If a foreign public 
accounting firm performs material services upon which a reg-
istered public accounting firm relies in the conduct of an audit 
or interim review, issues an audit report, performs audit work, 
or conducts interim reviews, the foreign public accounting firm 
shall— 
‘‘(A) produce the audit work papers of the foreign public 
accounting firm and all other documents of the firm related 
to any such audit work or interim review to the Commission 
or the Board, upon request of the Commission or the Board; 
and 
‘‘(B) be subject to the jurisdiction of the courts of the 
United States for purposes of enforcement of any request 
for such documents. 
‘‘(2) OTHER PRODUCTION.—Any registered public accounting 
firm that relies, in whole or in part, on the work of a foreign 
public accounting firm in issuing an audit report, performing 
audit work, or conducting an interim review, shall— 
‘‘(A) produce the audit work papers of the foreign public 
accounting firm and all other documents related to any 
such work in response to a request for production by the 
Commission or the Board; and 
‘‘(B) secure the agreement of any foreign public 
accounting firm to such production, as a condition of the 
reliance by the registered public accounting firm on the 
work of that foreign public accounting firm.’’; 
(2) by redesignating subsection (d) as subsection (g); and 
(3) by inserting after subsection (c) the following: 
‘‘(d) SERVICE OF REQUESTS OR PROCESS.— 
‘‘(1) IN GENERAL.—Any foreign public accounting firm that 
performs work for a domestic registered public accounting firm 
shall furnish to the domestic registered public accounting firm 
a written irrevocable consent and power of attorney that des-
ignates the domestic registered public accounting firm as an 
agent upon whom may be served any request by the Commis-
sion or the Board under this section or upon whom may be 
served any process, pleadings, or other papers in any action 
brought to enforce this section. 
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124 STAT. 1860 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(2) SPECIFIC AUDIT WORK.—Any foreign public accounting 
firm that performs material services upon which a registered 
public accounting firm relies in the conduct of an audit or 
interim review, issues an audit report, performs audit work, 
or, performs interim reviews, shall designate to the Commission 
or the Board an agent in the United States upon whom may 
be served any request by the Commission or the Board under 
this section or upon whom may be served any process, pleading, 
or other papers in any action brought to enforce this section. 
‘‘(e) SANCTIONS.—A willful refusal to comply, in whole in or 
in part, with any request by the Commission or the Board under 
this section, shall be deemed a violation of this Act. 
‘‘(f) OTHER MEANS OF SATISFYING PRODUCTION OBLIGATIONS.— 
Notwithstanding any other provisions of this section, the staff of 
the Commission or the Board may allow a foreign public accounting 
firm that is subject to this section to meet production obligations 
under this section through alternate means, such as through foreign 
counterparts of the Commission or the Board.’’. 
SEC. 
929K. 
SHARING 
PRIVILEGED 
INFORMATION 
WITH 
OTHER 
AUTHORITIES. 
Section 24 of the Securities Exchange Act of 1934 (15 U.S.C. 
78x) is amended— 
(1) in subsection (d), as amended by subsection (d)(1)(A), 
by striking ‘‘subsection (f)’’ and inserting ‘‘subsection (g)’’; 
(2) in subsection (e), as added by subsection (d)(1)(C), by 
striking ‘‘subsection (f)’’ and inserting ‘‘subsection (g)’’; 
(3) by redesignating subsection (f) as subsection (g); and 
(4) by inserting after subsection (e) the following: 
‘‘(f) SHARING PRIVILEGED INFORMATION WITH OTHER AUTHORI-
TIES.— 
‘‘(1) PRIVILEGED INFORMATION PROVIDED BY THE COMMIS-
SION.—The Commission shall not be deemed to have waived 
any privilege applicable to any information by transferring 
that information to or permitting that information to be used 
by— 
‘‘(A) any agency (as defined in section 6 of title 18, 
United States Code); 
‘‘(B) the Public Company Accounting Oversight Board; 
‘‘(C) any self-regulatory organization; 
‘‘(D) any foreign securities authority; 
‘‘(E) any foreign law enforcement authority; or 
‘‘(F) any State securities or law enforcement authority. 
‘‘(2) NONDISCLOSURE OF PRIVILEGED INFORMATION PROVIDED 
TO THE COMMISSION.—The Commission shall not be compelled 
to disclose privileged information obtained from any foreign 
securities authority, or foreign law enforcement authority, if 
the authority has in good faith determined and represented 
to the Commission that the information is privileged. 
‘‘(3) NONWAIVER OF PRIVILEGED INFORMATION PROVIDED TO 
THE COMMISSION.— 
‘‘(A) IN GENERAL.—Federal agencies, State securities 
and law enforcement authorities, self-regulatory organiza-
tions, and the Public Company Accounting Oversight Board 
shall not be deemed to have waived any privilege applicable 
to any information by transferring that information to or 
permitting that information to be used by the Commission. 
Designation. 
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124 STAT. 1861 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(B) EXCEPTION.—The provisions of subparagraph (A) 
shall not apply to a self-regulatory organization or the 
Public Company Accounting Oversight Board with respect 
to information used by the Commission in an action against 
such organization. 
‘‘(4) DEFINITIONS.—For purposes of this subsection— 
‘‘(A) the term ‘privilege’ includes any work-product 
privilege, attorney-client privilege, governmental privilege, 
or other privilege recognized under Federal, State, or for-
eign law; 
‘‘(B) the term ‘foreign law enforcement authority’ 
means any foreign authority that is empowered under for-
eign law to detect, investigate or prosecute potential viola-
tions of law; and 
‘‘(C) the term ‘State securities or law enforcement 
authority’ means the authority of any State or territory 
that is empowered under State or territory law to detect, 
investigate, or prosecute potential violations of law.’’. 
SEC. 929L. ENHANCED APPLICATION OF ANTIFRAUD PROVISIONS. 
The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) 
is amended— 
(1) in section 9— 
(A) by striking ‘‘registered on a national securities 
exchange’’ each place that term appears and inserting 
‘‘other than a government security’’; 
(B) in subsection (b), by striking ‘‘by use of any facility 
of a national securities exchange,’’; and 
(C) in subsection (c), by inserting after ‘‘unlawful for 
any’’ the following: ‘‘broker, dealer, or’’; 
(2) in section 10(a)(1), by striking ‘‘registered on a national 
securities exchange’’ and inserting ‘‘other than a government 
security’’; and 
(3) in section 15(c)(1)(A), by striking ‘‘otherwise than on 
a national securities exchange of which it is a member’’. 
SEC. 929M. AIDING AND ABETTING AUTHORITY UNDER THE SECURI-
TIES ACT AND THE INVESTMENT COMPANY ACT. 
(a) UNDER THE SECURITIES ACT OF 1933.—Section 15 of the 
Securities Act of 1933 (15 U.S.C. 77o) is amended— 
(1) by striking ‘‘Every person who’’ and inserting ‘‘(a) 
CONTROLLING PERSONS.—Every person who’’; and 
(2) by adding at the end the following: 
‘‘(b) PROSECUTION
OF PERSONS WHO AID
AND ABET VIOLA-
TIONS.—For purposes of any action brought by the Commission 
under subparagraph (b) or (d) of section 20, any person that know-
ingly or recklessly provides substantial assistance to another person 
in violation of a provision of this Act, or of any rule or regulation 
issued under this Act, shall be deemed to be in violation of such 
provision to the same extent as the person to whom such assistance 
is provided.’’. 
(b) UNDER THE INVESTMENT COMPANY ACT OF 1940.—Section 
48 of the Investment Company Act of 1940 (15 U.S.C. 80a–48) 
is amended by redesignating subsection (b) as subsection (c) and 
inserting after subsection (a) the following: 
‘‘(b) For purposes of any action brought by the Commission 
under subsection (d) or (e) of section 42, any person that knowingly 
or recklessly provides substantial assistance to another person in 
15 USC 80a–47. 
15 USC 78o. 
15 USC 78j. 
15 USC 78i. 
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124 STAT. 1862 
PUBLIC LAW 111–203—JULY 21, 2010 
violation of a provision of this Act, or of any rule or regulation 
issued under this Act, shall be deemed to be in violation of such 
provision to the same extent as the person to whom such assistance 
is provided.’’. 
SEC. 929N. AUTHORITY TO IMPOSE PENALTIES FOR AIDING AND ABET-
TING VIOLATIONS OF THE INVESTMENT ADVISERS ACT. 
Section 209 of the Investment Advisers Act of 1940 (15 U.S.C. 
80b–9) is amended by inserting at the end the following new sub-
section: 
‘‘(f) AIDING AND ABETTING.—For purposes of any action brought 
by the Commission under subsection (e), any person that knowingly 
or recklessly has aided, abetted, counseled, commanded, induced, 
or procured a violation of any provision of this Act, or of any 
rule, regulation, or order hereunder, shall be deemed to be in 
violation of such provision, rule, regulation, or order to the same 
extent as the person that committed such violation.’’. 
SEC. 929O. AIDING AND ABETTING STANDARD OF KNOWLEDGE SATIS-
FIED BY RECKLESSNESS. 
Section 20(e) of the Securities Exchange Act of 1934 (15 U.S.C. 
78t(e)) is amended by inserting ‘‘or recklessly’’ after ‘‘knowingly’’. 
SEC. 929P. STRENGTHENING ENFORCEMENT BY THE COMMISSION. 
(a) AUTHORITY
TO IMPOSE CIVIL PENALTIES
IN CEASE
AND 
DESIST PROCEEDINGS.— 
(1) UNDER THE SECURITIES ACT OF 1933.—Section 8A of 
the Securities Act of 1933 (15 U.S.C. 77h–1) is amended by 
adding at the end the following new subsection: 
‘‘(g) AUTHORITY TO IMPOSE MONEY PENALTIES.— 
‘‘(1) GROUNDS.—In any cease-and-desist proceeding under 
subsection (a), the Commission may impose a civil penalty 
on a person if the Commission finds, on the record, after notice 
and opportunity for hearing, that— 
‘‘(A) such person— 
‘‘(i) is violating or has violated any provision of 
this title, or any rule or regulation issued under this 
title; or 
‘‘(ii) is or was a cause of the violation of any 
provision of this title, or any rule or regulation there-
under; and 
‘‘(B) such penalty is in the public interest. 
‘‘(2) MAXIMUM AMOUNT OF PENALTY.— 
‘‘(A) FIRST TIER.—The maximum amount of a penalty 
for each act or omission described in paragraph (1) shall 
be $7,500 for a natural person or $75,000 for any other 
person. 
‘‘(B) SECOND
TIER.—Notwithstanding subparagraph 
(A), the maximum amount of penalty for each such act 
or omission shall be $75,000 for a natural person or 
$375,000 for any other person, if the act or omission 
described in paragraph (1) involved fraud, deceit, manipula-
tion, or deliberate or reckless disregard of a regulatory 
requirement. 
‘‘(C) THIRD TIER.—Notwithstanding subparagraphs (A) 
and (B), the maximum amount of penalty for each such 
act or omission shall be $150,000 for a natural person 
or $725,000 for any other person, if— 
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124 STAT. 1863 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(i) the act or omission described in paragraph 
(1) involved fraud, deceit, manipulation, or deliberate 
or reckless disregard of a regulatory requirement; and 
‘‘(ii) such act or omission directly or indirectly 
resulted in— 
‘‘(I) substantial losses or created a significant 
risk of substantial losses to other persons; or 
‘‘(II) substantial pecuniary gain to the person 
who committed the act or omission. 
‘‘(3) EVIDENCE CONCERNING ABILITY TO PAY.—In any pro-
ceeding in which the Commission may impose a penalty under 
this section, a respondent may present evidence of the ability 
of the respondent to pay such penalty. The Commission may, 
in its discretion, consider such evidence in determining whether 
such penalty is in the public interest. Such evidence may relate 
to the extent of the ability of the respondent to continue in 
business and the collectability of a penalty, taking into account 
any other claims of the United States or third parties upon 
the assets of the respondent and the amount of the assets 
of the respondent.’’. 
(2) UNDER THE SECURITIES EXCHANGE ACT OF 1934.—Section 
21B(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78u– 
2(a)) is amended— 
(A) by striking the matter following paragraph (4); 
(B) in the matter preceding paragraph (1), by inserting 
after ‘‘opportunity for hearing,’’ the following: ‘‘that such 
penalty is in the public interest and’’; 
(C) by redesignating paragraphs (1) through (4) as 
subparagraphs (A) through (D), respectively, and adjusting 
the margins accordingly; 
(D) by striking ‘‘In any proceeding’’ and inserting the 
following: 
‘‘(1) IN GENERAL.—In any proceeding’’; and 
(E) by adding at the end the following: 
‘‘(2) CEASE-AND-DESIST PROCEEDINGS.—In any proceeding 
instituted under section 21C against any person, the Commis-
sion may impose a civil penalty, if the Commission finds, on 
the record after notice and opportunity for hearing, that such 
person— 
‘‘(A) is violating or has violated any provision of this 
title, or any rule or regulation issued under this title; 
or 
‘‘(B) is or was a cause of the violation of any provision 
of this title, or any rule or regulation issued under this 
title.’’. 
(3) UNDER THE INVESTMENT COMPANY ACT OF 1940.—Section 
9(d)(1) of the Investment Company Act of 1940 (15 U.S.C. 
80a–9(d)(1)) is amended— 
(A) by striking the matter following subparagraph (C); 
(B) in the matter preceding subparagraph (A), by 
inserting after ‘‘opportunity for hearing,’’ the following: 
‘‘that such penalty is in the public interest, and’’; 
(C) by redesignating subparagraphs (A) through (C) 
as clauses (i) through (iii), respectively, and adjusting the 
margins accordingly; 
(D) by striking ‘‘In any proceeding’’ and inserting the 
following: 
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124 STAT. 1864 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(A) IN GENERAL.—In any proceeding’’; and 
(E) by adding at the end the following: 
‘‘(B) CEASE-AND-DESIST
PROCEEDINGS.—In any pro-
ceeding instituted pursuant to subsection (f) against any 
person, the Commission may impose a civil penalty if the 
Commission finds, on the record, after notice and oppor-
tunity for hearing, that such person— 
‘‘(i) is violating or has violated any provision of 
this title, or any rule or regulation issued under this 
title; or 
‘‘(ii) is or was a cause of the violation of any 
provision of this title, or any rule or regulation issued 
under this title.’’. 
(4) UNDER THE INVESTMENT ADVISERS ACT OF 1940.—Section 
203(i)(1) of the Investment Advisers Act of 1940 (15 U.S.C. 
80b–3(i)(1)) is amended— 
(A) by striking the matter following subparagraph (D); 
(B) in the matter preceding subparagraph (A), by 
inserting after ‘‘opportunity for hearing,’’ the following: 
‘‘that such penalty is in the public interest and’’; 
(C) by redesignating subparagraphs (A) through (D) 
as clauses (i) through (iv), respectively, and adjusting the 
margins accordingly; 
(D) by striking ‘‘In any proceeding’’ and inserting the 
following: 
‘‘(A) IN GENERAL.—In any proceeding’’; and 
(E) by adding at the end the following new subpara-
graph: 
‘‘(B) CEASE-AND-DESIST
PROCEEDINGS.—In any pro-
ceeding instituted pursuant to subsection (k) against any 
person, the Commission may impose a civil penalty if the 
Commission finds, on the record, after notice and oppor-
tunity for hearing, that such person— 
‘‘(i) is violating or has violated any provision of 
this title, or any rule or regulation issued under this 
title; or 
‘‘(ii) is or was a cause of the violation of any 
provision of this title, or any rule or regulation issued 
under this title.’’. 
(b) EXTRATERRITORIAL JURISDICTION OF THE ANTIFRAUD PROVI-
SIONS OF THE FEDERAL SECURITIES LAWS.— 
(1) UNDER
THE
SECURITIES
ACT
OF
1933.—Section 22 of 
the Securities Act of 1933 (15 U.S.C. 77v(a)) is amended by 
adding at the end the following new subsection: 
‘‘(c) EXTRATERRITORIAL JURISDICTION.—The district courts of 
the United States and the United States courts of any Territory 
shall have jurisdiction of an action or proceeding brought or 
instituted by the Commission or the United States alleging a viola-
tion of section 17(a) involving— 
‘‘(1) conduct within the United States that constitutes 
significant steps in furtherance of the violation, even if the 
securities transaction occurs outside the United States and 
involves only foreign investors; or 
‘‘(2) conduct occurring outside the United States that has 
a foreseeable substantial effect within the United States.’’. 
Courts. 
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124 STAT. 1865 
PUBLIC LAW 111–203—JULY 21, 2010 
(2) UNDER THE SECURITIES EXCHANGE ACT OF 1934.—Section 
27 of the Securities Exchange Act of 1934 (15 U.S.C. 78aa) 
is amended— 
(A) by striking ‘‘The district’’ and inserting the fol-
lowing: 
‘‘(a) IN GENERAL.—The district’’; and 
(B) by adding at the end the following new subsection: 
‘‘(b) EXTRATERRITORIAL JURISDICTION.—The district courts of 
the United States and the United States courts of any Territory 
shall have jurisdiction of an action or proceeding brought or 
instituted by the Commission or the United States alleging a viola-
tion of the antifraud provisions of this title involving— 
‘‘(1) conduct within the United States that constitutes 
significant steps in furtherance of the violation, even if the 
securities transaction occurs outside the United States and 
involves only foreign investors; or 
‘‘(2) conduct occurring outside the United States that has 
a foreseeable substantial effect within the United States.’’. 
(3) UNDER THE INVESTMENT ADVISERS ACT OF 1940.—Section 
214 of the Investment Advisers Act of 1940 (15 U.S.C. 80b– 
14) is amended— 
(A) by striking ‘‘The district’’ and inserting the fol-
lowing: 
‘‘(a) IN GENERAL.—The district’’; and 
(B) by adding at the end the following new subsection: 
‘‘(b) EXTRATERRITORIAL JURISDICTION.—The district courts of 
the United States and the United States courts of any Territory 
shall have jurisdiction of an action or proceeding brought or 
instituted by the Commission or the United States alleging a viola-
tion of section 206 involving— 
‘‘(1) conduct within the United States that constitutes 
significant steps in furtherance of the violation, even if the 
violation is committed by a foreign adviser and involves only 
foreign investors; or 
‘‘(2) conduct occurring outside the United States that has 
a foreseeable substantial effect within the United States.’’. 
(c) CONTROL
PERSON
LIABILITY
UNDER
THE
SECURITIES 
EXCHANGE ACT OF 1934.—Section 20(a) of the Securities Exchange 
Act of 1934 (15 U.S.C. 78t(a)) is amended by inserting after ‘‘con-
trolled person is liable’’ the following: ‘‘(including to the Commission 
in any action brought under paragraph (1) or (3) of section 21(d))’’. 
SEC. 929Q. REVISION TO RECORDKEEPING RULE. 
(a) INVESTMENT COMPANY ACT OF 1940 AMENDMENTS.—Section 
31 of the Investment Company Act of 1940 (15 U.S.C. 80a–30) 
is amended— 
(1) in subsection (a)(1), by adding at the end the following: 
‘‘Each person having custody or use of the securities, deposits, 
or credits of a registered investment company shall maintain 
and preserve all records that relate to the custody or use 
by such person of the securities, deposits, or credits of the 
registered investment company for such period or periods as 
the Commission, by rule or regulation, may prescribe, as nec-
essary or appropriate in the public interest or for the protection 
of investors.’’; and 
(2) in subsection (b), by adding at the end the following: 
‘‘(4) RECORDS OF PERSONS WITH CUSTODY OR USE.— 
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124 STAT. 1866 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(A) IN GENERAL.—Records of persons having custody 
or use of the securities, deposits, or credits of a registered 
investment company that relate to such custody or use, 
are subject at any time, or from time to time, to such 
reasonable periodic, special, or other examinations and 
other information and document requests by representa-
tives of the Commission, as the Commission deems nec-
essary or appropriate in the public interest or for the 
protection of investors. 
‘‘(B) CERTAIN
PERSONS
SUBJECT
TO
OTHER
REGULA-
TION.—Any person that is subject to regulation and exam-
ination by a Federal financial institution regulatory agency 
(as such term is defined under section 212(c)(2) of title 
18, United States Code) may satisfy any examination 
request, 
information 
request, 
or 
document 
request 
described under subparagraph (A), by providing to the 
Commission a detailed listing, in writing, of the securities, 
deposits, or credits of the registered investment company 
within the custody or use of such person.’’. 
(b) INVESTMENT ADVISERS ACT OF 1940 AMENDMENT.—Section 
204 of the Investment Advisers Act of 1940 (15 U.S.C. 80b–4) 
is amended by adding at the end the following new subsection: 
‘‘(d) RECORDS OF PERSONS WITH CUSTODY OR USE.— 
‘‘(1) IN GENERAL.—Records of persons having custody or 
use of the securities, deposits, or credits of a client, that relate 
to such custody or use, are subject at any time, or from time 
to time, to such reasonable periodic, special, or other examina-
tions and other information and document requests by rep-
resentatives of the Commission, as the Commission deems nec-
essary or appropriate in the public interest or for the protection 
of investors. 
‘‘(2) CERTAIN PERSONS SUBJECT TO OTHER REGULATION.— 
Any person that is subject to regulation and examination by 
a Federal financial institution regulatory agency (as such term 
is defined under section 212(c)(2) of title 18, United States 
Code) may satisfy any examination request, information 
request, or document request described under paragraph (1), 
by providing the Commission with a detailed listing, in writing, 
of the securities, deposits, or credits of the client within the 
custody or use of such person.’’. 
SEC. 929R. BENEFICIAL OWNERSHIP AND SHORT-SWING PROFIT 
REPORTING. 
(a) BENEFICIAL OWNERSHIP REPORTING.—Section 13 of the Secu-
rities Exchange Act of 1934 (15 U.S.C. 78m) is amended— 
(1) in subsection (d)(1)— 
(A) by inserting after ‘‘within ten days after such 
acquisition’’ the following: ‘‘or within such shorter time 
as the Commission may establish by rule’’; and 
(B) by striking ‘‘send to the issuer of the security 
at its principal executive office, by registered or certified 
mail, send to each exchange where the security is traded, 
and’’; 
(2) in subsection (d)(2)— 
(A) by striking ‘‘in the statements to the issuer and 
the exchange, and’’; and 
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124 STAT. 1867 
PUBLIC LAW 111–203—JULY 21, 2010 
(B) by striking ‘‘shall be transmitted to the issuer 
and the exchange and’’; 
(3) in subsection (g)(1), by striking ‘‘shall send to the issuer 
of the security and’’; and 
(4) in subsection (g)(2)— 
(A) by striking ‘‘sent to the issuer and’’; and 
(B) by striking ‘‘shall be transmitted to the issuer 
and’’. 
(b) SHORT-SWING PROFIT REPORTING.—Section 16(a) of the Secu-
rities Exchange Act of 1934 (15 U.S.C. 78p(a)) is amended— 
(1) in paragraph (1), by striking ‘‘(and, if such security 
is registered on a national securities exchange, also with the 
exchange)’’; and 
(2) in paragraph (2)(B), by inserting after ‘‘officer’’ the 
following: ‘‘, or within such shorter time as the Commission 
may establish by rule’’. 
SEC. 929S. FINGERPRINTING. 
Section 17(f)(2) of the Securities Exchange Act of 1934 (15 
U.S.C. 78q(f)(2)) is amended— 
(1) in the first sentence, by striking ‘‘and registered clearing 
agency,’’ and inserting ‘‘registered clearing agency, registered 
securities information processor, national securities exchange, 
and national securities association’’; and 
(2) in the second sentence, by striking ‘‘or clearing agency,’’ 
and inserting ‘‘clearing agency, securities information processor, 
national securities exchange, or national securities associa-
tion,’’. 
SEC. 929T. EQUAL TREATMENT OF SELF-REGULATORY ORGANIZATION 
RULES. 
Section 29(a) of the Securities Exchange Act of 1934 (15 U.S.C. 
78cc(a)) is amended by striking ‘‘an exchange required thereby’’ 
and inserting ‘‘a self-regulatory organization,’’. 
SEC. 929U. DEADLINE FOR COMPLETING EXAMINATIONS, INSPECTIONS 
AND ENFORCEMENT ACTIONS. 
The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) 
is amended by inserting after section 4D the following new section: 
‘‘SEC. 4E. DEADLINE FOR COMPLETING ENFORCEMENT INVESTIGA-
TIONS AND COMPLIANCE EXAMINATIONS AND INSPEC-
TIONS. 
‘‘(a) ENFORCEMENT INVESTIGATIONS.— 
‘‘(1) IN GENERAL.—Not later than 180 days after the date 
on which Commission staff provide a written Wells notification 
to any person, the Commission staff shall either file an action 
against such person or provide notice to the Director of the 
Division of Enforcement of its intent to not file an action. 
‘‘(2) EXCEPTIONS FOR CERTAIN COMPLEX ACTIONS.—Notwith-
standing paragraph (1), if the Director of the Division of 
Enforcement of the Commission or the Director’s designee deter-
mines that a particular enforcement investigation is sufficiently 
complex such that a determination regarding the filing of an 
action against a person cannot be completed within the deadline 
specified in paragraph (1), the Director of the Division of 
Enforcement of the Commission or the Director’s designee may, 
after providing notice to the Chairman of the Commission, 
Time period. 
Notification. 
Filing. 
15 USC 78d–5. 
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124 STAT. 1868 
PUBLIC LAW 111–203—JULY 21, 2010 
extend such deadline as needed for one additional 180-day 
period. If after the additional 180-day period the Director of 
the Division of Enforcement of the Commission or the Director’s 
designee determines that a particular enforcement investigation 
is sufficiently complex such that a determination regarding 
the filing of an action against a person cannot be completed 
within the additional 180-day period, the Director of the Divi-
sion of Enforcement of the Commission or the Director’s des-
ignee may, after providing notice to and receiving approval 
of the Commission, extend such deadline as needed for one 
or more additional successive 180-day periods. 
‘‘(b) COMPLIANCE EXAMINATIONS AND INSPECTIONS.— 
‘‘(1) IN GENERAL.—Not later than 180 days after the date 
on which Commission staff completes the on-site portion of 
its compliance examination or inspection or receives all records 
requested from the entity being examined or inspected, which-
ever is later, Commission staff shall provide the entity being 
examined or inspected with written notification indicating 
either that the examination or inspection has concluded, has 
concluded without findings, or that the staff requests the entity 
undertake corrective action. 
‘‘(2) EXCEPTION FOR CERTAIN COMPLEX ACTIONS.—Notwith-
standing paragraph (1), if the head of any division or office 
within the Commission responsible for compliance examinations 
and inspections or his designee determines that a particular 
compliance examination or inspection is sufficiently complex 
such that a determination regarding concluding the examina-
tion or inspection, or regarding the staff requests the entity 
undertake corrective action, cannot be completed within the 
deadline specified in paragraph (1), the head of any division 
or office within the Commission responsible for compliance 
examinations and inspections or his designee may, after pro-
viding notice to the Chairman of the Commission, extend such 
deadline as needed for one additional 180-day period.’’. 
SEC. 929V. SECURITY INVESTOR PROTECTION ACT AMENDMENTS. 
(a) INCREASING THE MINIMUM ASSESSMENT PAID BY SIPC MEM-
BERS.—Section 4(d)(1)(C) of the Securities Investor Protection Act 
of 1970 (15 U.S.C. 78ddd(d)(1)(C)) is amended by striking ‘‘$150 
per annum’’ and inserting the following: ‘‘0.02 percent of the gross 
revenues from the securities business of such member of SIPC’’. 
(b) INCREASING THE FINE FOR PROHIBITED ACTS UNDER SIPA.— 
Section 14(c) of the Securities Investor Protection Act of 1970 (15 
U.S.C. 78jjj(c)) is amended— 
(1) in paragraph (1), by striking ‘‘$50,000’’ and inserting 
‘‘$250,000’’; and 
(2) in paragraph (2), by striking ‘‘$50,000’’ and inserting 
‘‘$250,000’’. 
(c) PENALTY FOR MISREPRESENTATION OF SIPC MEMBERSHIP 
OR PROTECTION.—Section 14 of the Securities Investor Protection 
Act of 1970 (15 U.S.C. 78jjj) is amended by adding at the end 
the following new subsection: 
‘‘(d) MISREPRESENTATION
OF SIPC MEMBERSHIP
OR PROTEC-
TION.— 
‘‘(1) IN GENERAL.—Any person who falsely represents by 
any means (including, without limitation, through the Internet 
or any other medium of mass communication), with actual 
Time period. 
Notification. 
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124 STAT. 1869 
PUBLIC LAW 111–203—JULY 21, 2010 
knowledge of the falsity of the representation and with an 
intent to deceive or cause injury to another, that such person, 
or another person, is a member of SIPC or that any person 
or account is protected or is eligible for protection under this 
Act or by SIPC, shall be liable for any damages caused thereby 
and shall be fined not more than $250,000 or imprisoned for 
not more than 5 years. 
‘‘(2) INJUNCTIONS.—Any court having jurisdiction of a civil 
action arising under this Act may grant temporary injunctions 
and final injunctions on such terms as the court deems reason-
able to prevent or restrain any violation of paragraph (1). 
Any such injunction may be served anywhere in the United 
States on the person enjoined, shall be operative throughout 
the United States, and shall be enforceable, by proceedings 
in contempt or otherwise, by any United States court having 
jurisdiction over that person. The clerk of the court granting 
the injunction shall, when requested by any other court in 
which enforcement of the injunction is sought, transmit 
promptly to the other court a certified copy of all papers in 
the case on file in such clerk’s office.’’. 
SEC. 929W. NOTICE TO MISSING SECURITY HOLDERS. 
Section 17A of the Securities Exchange Act of 1934 (15 U.S.C. 
78q–1) is amended by adding at the end the following new sub-
section: 
‘‘(g) DUE
DILIGENCE
FOR
THE
DELIVERY
OF
DIVIDENDS, 
INTEREST, AND OTHER VALUABLE PROPERTY RIGHTS.— 
‘‘(1) REVISION OF RULES REQUIRED.—The Commission shall 
revise its regulations in section 240.17Ad–17 of title 17, Code 
of Federal Regulations, as in effect on December 8, 1997, to 
extend the application of such section to brokers and dealers 
and to provide for the following: 
‘‘(A) A requirement that the paying agent provide a 
single written notification to each missing security holder 
that the missing security holder has been sent a check 
that has not yet been negotiated. The written notification 
may be sent along with a check or other mailing subse-
quently sent to the missing security holder but must be 
provided no later than 7 months after the sending of the 
not yet negotiated check. 
‘‘(B) An exclusion for paying agents from the notifica-
tion requirements when the value of the not yet negotiated 
check is less than $25. 
‘‘(C) A provision clarifying that the requirements 
described in subparagraph (A) shall have no effect on State 
escheatment laws. 
‘‘(D) For purposes of such revised regulations— 
‘‘(i) a security holder shall be considered a ‘missing 
security holder’ if a check is sent to the security holder 
and the check is not negotiated before the earlier of 
the paying agent sending the next regularly scheduled 
check or the elapsing of 6 months after the sending 
of the not yet negotiated check; and 
‘‘(ii) the term ‘paying agent’ includes any issuer, 
transfer agent, broker, dealer, investment adviser, 
indenture trustee, custodian, or any other person that 
Notification. 
Deadline. 
Procedures. 
Certification. 
Records. 
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124 STAT. 1870 
PUBLIC LAW 111–203—JULY 21, 2010 
accepts payments from the issuer of a security and 
distributes the payments to the holders of the security. 
‘‘(2) RULEMAKING.—The Commission shall adopt such rules, 
regulations, and orders necessary to implement this subsection 
no later than 1 year after the date of enactment of this sub-
section. In proposing such rules, the Commission shall seek 
to minimize disruptions to current systems used by or on behalf 
of paying agents to process payment to account holders and 
avoid requiring multiple paying agents to send written notifica-
tion to a missing security holder regarding the same not yet 
negotiated check.’’. 
SEC. 929X. SHORT SALE REFORMS. 
(a) SHORT SALE DISCLOSURE.—Section 13(f) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78m(f)) is amended by redesig-
nating paragraphs (2), (3), (4), and (5) as paragraphs (3), (4), (5), 
and (6), respectively, and inserting after paragraph (1) the following: 
‘‘(2) The Commission shall prescribe rules providing for 
the public disclosure of the name of the issuer and the title, 
class, CUSIP number, aggregate amount of the number of 
short sales of each security, and any additional information 
determined by the Commission following the end of the 
reporting period. At a minimum, such public disclosure shall 
occur every month.’’. 
(b) SHORT SELLING ENFORCEMENT.—Section 9 of the Securities 
Exchange Act of 1934 (15 U.S.C. 78i) is amended— 
(1) by redesignating subsections (d), (e), (f), (g), (h), and 
(i) as subsections (e), (f), (g), (h), (i), and (j), respectively; and 
(2) inserting after subsection (c), the following new sub-
section: 
‘‘(d) TRANSACTIONS RELATING TO SHORT SALES OF SECURITIES.— 
It shall be unlawful for any person, directly or indirectly, by the 
use of the mails or any means or instrumentality of interstate 
commerce, or of any facility of any national securities exchange, 
or for any member of a national securities exchange to effect, 
alone or with one or more other persons, a manipulative short 
sale of any security. The Commission shall issue such other rules 
as are necessary or appropriate to ensure that the appropriate 
enforcement options and remedies are available for violations of 
this subsection in the public interest or for the protection of inves-
tors.’’. 
(c) INVESTOR
NOTIFICATION.—Section 15 of the Securities 
Exchange Act of 1934 (15 U.S.C. 78o) is amended— 
(1) by redesignating subsections (e), (f), (g), (h), and (i) 
as subsections (f), (g), (h), (i), and (j), respectively; and 
(2) inserting after subsection (d) the following new sub-
section: 
‘‘(e) NOTICES TO CUSTOMERS REGARDING SECURITIES LENDING.— 
Every registered broker or dealer shall provide notice to its cus-
tomers that they may elect not to allow their fully paid securities 
to be used in connection with short sales. If a broker or dealer 
uses a customer’s securities in connection with short sales, the 
broker or dealer shall provide notice to its customer that the broker 
or dealer may receive compensation in connection with lending 
the customer’s securities. The Commission, by rule, as it deems 
necessary or appropriate in the public interest and for the protection 
Regulations. 
Deadline. 
Regulations. 
Deadline. 
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124 STAT. 1871 
PUBLIC LAW 111–203—JULY 21, 2010 
of investors, may prescribe the form, content, time, and manner 
of delivery of any notice required under this paragraph.’’. 
SEC. 929Y. STUDY ON EXTRATERRITORIAL PRIVATE RIGHTS OF 
ACTION. 
(a) IN GENERAL.—The Securities and Exchange Commission 
of the United States shall solicit public comment and thereafter 
conduct a study to determine the extent to which private rights 
of action under the antifraud provisions of the Securities and 
Exchange Act of 1934 (15 U.S.C. 78u-4) should be extended to 
cover— 
(1) conduct within the United States that constitutes a 
significant step in the furtherance of the violation, even if 
the securities transaction occurs outside the United States and 
involves only foreign investors; and 
(2) conduct occurring outside the United States that has 
a foreseeable substantial effect within the United States. 
(b) CONTENTS.—The study shall consider and analyze, among 
other things— 
(1) the scope of such a private right of action, including 
whether it should extend to all private actors or whether it 
should be more limited to extend just to institutional investors 
or otherwise; 
(2) what implications such a private right of action would 
have on international comity; 
(3) the economic costs and benefits of extending a private 
right of action for transnational securities frauds; and 
(4) whether a narrower extraterritorial standard should 
be adopted. 
(c) REPORT.—A report of the study shall be submitted and 
recommendations made to the Committee on Banking, Housing, 
and Urban Affairs of the Senate and the Committee on Financial 
Services of the House not later than 18 months after the date 
of enactment of this Act. 
SEC. 929Z. GAO STUDY ON SECURITIES LITIGATION. 
(a) STUDY.—The Comptroller General of the United States shall 
conduct a study on the impact of authorizing a private right of 
action against any person who aids or abets another person in 
violation of the securities laws. To the extent feasible, this study 
shall include— 
(1) a review of the role of secondary actors in companies 
issuance of securities; 
(2) the courts interpretation of the scope of liability for 
secondary actors under Federal securities laws after January 
14, 2008; and 
(3) the types of lawsuits decided under the Private Securi-
ties Litigation Act of 1995. 
(b) REPORT.—Not later than 1 year after the date of enactment 
of this Act, the Comptroller General shall submit a report to Con-
gress on the findings of the study required under subsection (a). 
Public comment. 
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124 STAT. 1872 
PUBLIC LAW 111–203—JULY 21, 2010 
Subtitle C—Improvements to the 
Regulation of Credit Rating Agencies 
SEC. 931. FINDINGS. 
Congress finds the following: 
(1) Because of the systemic importance of credit ratings 
and the reliance placed on credit ratings by individual and 
institutional investors and financial regulators, the activities 
and performances of credit rating agencies, including nationally 
recognized statistical rating organizations, are matters of 
national public interest, as credit rating agencies are central 
to capital formation, investor confidence, and the efficient 
performance of the United States economy. 
(2) Credit rating agencies, including nationally recognized 
statistical rating organizations, play a critical ‘‘gatekeeper’’ role 
in the debt market that is functionally similar to that of securi-
ties analysts, who evaluate the quality of securities in the 
equity market, and auditors, who review the financial state-
ments of firms. Such role justifies a similar level of public 
oversight and accountability. 
(3) Because credit rating agencies perform evaluative and 
analytical services on behalf of clients, much as other financial 
‘‘gatekeepers’’ do, the activities of credit rating agencies are 
fundamentally commercial in character and should be subject 
to the same standards of liability and oversight as apply to 
auditors, securities analysts, and investment bankers. 
(4) In certain activities, particularly in advising arrangers 
of structured financial products on potential ratings of such 
products, credit rating agencies face conflicts of interest that 
need to be carefully monitored and that therefore should be 
addressed explicitly in legislation in order to give clearer 
authority to the Securities and Exchange Commission. 
(5) In the recent financial crisis, the ratings on structured 
financial products have proven to be inaccurate. This inaccuracy 
contributed significantly to the mismanagement of risks by 
financial institutions and investors, which in turn adversely 
impacted the health of the economy in the United States and 
around the world. Such inaccuracy necessitates increased 
accountability on the part of credit rating agencies. 
SEC. 932. ENHANCED REGULATION, ACCOUNTABILITY, AND TRANS-
PARENCY OF NATIONALLY RECOGNIZED STATISTICAL 
RATING ORGANIZATIONS. 
(a) IN GENERAL.—Section 15E of the Securities Exchange Act 
of 1934 (15 U.S.C. 78o–7) is amended— 
(1) in subsection (b)— 
(A) in paragraph (1)(A), by striking ‘‘furnished’’ and 
inserting ‘‘filed’’ and by striking ‘‘furnishing’’ and inserting 
‘‘filing’’; 
(B) in paragraph (1)(B), by striking ‘‘furnishing’’ and 
inserting ‘‘filing’’; and 
(C) in the first sentence of paragraph (2), by striking 
‘‘furnish to’’ and inserting ‘‘file with’’; 
(2) in subsection (c)— 
(A) in paragraph (2)— 
15 USC 78o–7 
note. 
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124 STAT. 1873 
PUBLIC LAW 111–203—JULY 21, 2010 
(i) in the second sentence, by inserting ‘‘any other 
provision of this section, or’’ after ‘‘Notwithstanding’’; 
and 
(ii) by inserting after the period at the end the 
following: ‘‘Nothing in this paragraph may be construed 
to afford a defense against any action or proceeding 
brought by the Commission to enforce the antifraud 
provisions of the securities laws.’’; and 
(B) by adding at the end the following: 
‘‘(3) INTERNAL CONTROLS OVER PROCESSES FOR DETERMINING 
CREDIT RATINGS.— 
‘‘(A) IN GENERAL.—Each nationally recognized statis-
tical rating organization shall establish, maintain, enforce, 
and document an effective internal control structure gov-
erning the implementation of and adherence to policies, 
procedures, and methodologies for determining credit 
ratings, taking into consideration such factors as the 
Commission may prescribe, by rule. 
‘‘(B) ATTESTATION
REQUIREMENT.—The Commission 
shall prescribe rules requiring each nationally recognized 
statistical rating organization to submit to the Commission 
an annual internal controls report, which shall contain— 
‘‘(i) a description of the responsibility of the 
management of the nationally recognized statistical 
rating organization in establishing and maintaining 
an effective internal control structure under subpara-
graph (A); 
‘‘(ii) an assessment of the effectiveness of the 
internal control structure of the nationally recognized 
statistical rating organization; and 
‘‘(iii) the attestation of the chief executive officer, 
or equivalent individual, of the nationally recognized 
statistical rating organization.’’; 
(3) in subsection (d)— 
(A) by inserting after ‘‘or revoke the registration of 
any nationally recognized statistical rating organization’’ 
the following: ‘‘, or with respect to any person who is 
associated with, who is seeking to become associated with, 
or, at the time of the alleged misconduct, who was associ-
ated or was seeking to become associated with a nationally 
recognized statistical rating organization, the Commission, 
by order, shall censure, place limitations on the activities 
or functions of such person, suspend for a period not 
exceeding 1 year, or bar such person from being associated 
with a nationally recognized statistical rating organiza-
tion,’’; 
(B) by inserting ‘‘bar’’ after ‘‘placing of limitations, 
suspension,’’; 
(C) in paragraph (2), by striking ‘‘furnished to’’ and 
inserting ‘‘filed with’’; 
(D) in paragraph (2), by redesignating subparagraphs 
(A) and (B) as clauses (i) and (ii), respectively, and 
adjusting the clause margins accordingly; 
(E) by redesignating paragraphs (1) through (5) as 
subparagraphs (A) through (E), respectively, and adjusting 
the subparagraph margins accordingly; 
Censure. 
Assessment. 
Deadline. 
Reports. 
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124 STAT. 1874 
PUBLIC LAW 111–203—JULY 21, 2010 
(F) in the matter preceding subparagraph (A), as so 
redesignated, by striking ‘‘The Commission’’ and inserting 
the following: 
‘‘(1) IN GENERAL.—The Commission’’; 
(G) in subparagraph (D), as so redesignated— 
(i) by striking ‘‘furnish’’ and inserting ‘‘file’’; and 
(ii) by striking ‘‘or’’ at the end. 
(H) in subparagraph (E), as so redesignated, by striking 
the period at the end and inserting a semicolon; and 
(I) by adding at the end the following: 
‘‘(F) has failed reasonably to supervise, with a view 
to preventing a violation of the securities laws, an indi-
vidual who commits such a violation, if the individual 
is subject to the supervision of that person. 
‘‘(2) SUSPENSION
OR
REVOCATION
FOR
PARTICULAR
CLASS 
OF SECURITIES.— 
‘‘(A) IN GENERAL.—The Commission may temporarily 
suspend or permanently revoke the registration of a nation-
ally recognized statistical rating organization with respect 
to a particular class or subclass of securities, if the Commis-
sion finds, on the record after notice and opportunity for 
hearing, that the nationally recognized statistical rating 
organization does not have adequate financial and manage-
rial resources to consistently produce credit ratings with 
integrity. 
‘‘(B) CONSIDERATIONS.—In making any determination 
under subparagraph (A), the Commission shall consider— 
‘‘(i) whether the nationally recognized statistical 
rating organization has failed over a sustained period 
of time, as determined by the Commission, to produce 
ratings that are accurate for that class or subclass 
of securities; and 
‘‘(ii) such other factors as the Commission may 
determine.’’; 
(4) in subsection (h), by adding at the end the following: 
‘‘(3) SEPARATION OF RATINGS FROM SALES AND MARKETING.— 
‘‘(A) RULES
REQUIRED.—The Commission shall issue 
rules to prevent the sales and marketing considerations 
of a nationally recognized statistical rating organization 
from influencing the production of ratings by the nationally 
recognized statistical rating organization. 
‘‘(B) CONTENTS
OF
RULES.—The rules issued under 
subparagraph (A) shall provide for— 
‘‘(i) exceptions for small nationally recognized 
statistical rating organizations with respect to which 
the Commission determines that the separation of the 
production of ratings and sales and marketing activi-
ties is not appropriate; and 
‘‘(ii) suspension or revocation of the registration 
of a nationally recognized statistical rating organiza-
tion, if the Commission finds, on the record, after notice 
and opportunity for a hearing, that— 
‘‘(I) the nationally recognized statistical rating 
organization has committed a violation of a rule 
issued under this subsection; and 
‘‘(II) the violation of a rule issued under this 
subsection affected a rating. 
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124 STAT. 1875 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(4) LOOK-BACK REQUIREMENT.— 
‘‘(A) REVIEW BY THE NATIONALLY RECOGNIZED STATIS-
TICAL RATING ORGANIZATION.—Each nationally recognized 
statistical rating organization shall establish, maintain, 
and enforce policies and procedures reasonably designed 
to ensure that, in any case in which an employee of a 
person subject to a credit rating of the nationally recognized 
statistical rating organization or the issuer, underwriter, 
or sponsor of a security or money market instrument sub-
ject to a credit rating of the nationally recognized statistical 
rating organization was employed by the nationally recog-
nized statistical rating organization and participated in 
any capacity in determining credit ratings for the person 
or the securities or money market instruments during the 
1-year period preceding the date an action was taken with 
respect to the credit rating, the nationally recognized statis-
tical rating organization shall— 
‘‘(i) conduct a review to determine whether any 
conflicts of interest of the employee influenced the 
credit rating; and 
‘‘(ii) take action to revise the rating if appropriate, 
in accordance with such rules as the Commission shall 
prescribe. 
‘‘(B) REVIEW BY COMMISSION.— 
‘‘(i) IN GENERAL.—The Commission shall conduct 
periodic reviews of the policies described in subpara-
graph (A) and the implementation of the policies at 
each nationally recognized statistical rating organiza-
tion to ensure they are reasonably designed and imple-
mented to most effectively eliminate conflicts of 
interest. 
‘‘(ii) TIMING OF REVIEWS.—The Commission shall 
review the code of ethics and conflict of interest policy 
of 
each 
nationally 
recognized 
statistical 
rating 
organization— 
‘‘(I) not less frequently than annually; and 
‘‘(II) whenever such policies are materially 
modified or amended. 
‘‘(5) REPORT
TO
COMMISSION
ON
CERTAIN
EMPLOYMENT 
TRANSITIONS.— 
‘‘(A) REPORT
REQUIRED.—Each nationally recognized 
statistical rating organization shall report to the Commis-
sion any case such organization knows or can reasonably 
be expected to know where a person associated with such 
organization within the previous 5 years obtains employ-
ment with any obligor, issuer, underwriter, or sponsor of 
a security or money market instrument for which the 
organization issued a credit rating during the 12-month 
period prior to such employment, if such employee— 
‘‘(i) was a senior officer of such organization; 
‘‘(ii) participated in any capacity in determining 
credit ratings for such obligor, issuer, underwriter, or 
sponsor; or 
‘‘(iii) supervised an employee described in clause 
(ii). 
Procedures. 
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124 STAT. 1876 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(B) PUBLIC
DISCLOSURE.—Upon receiving such a 
report, the Commission shall make such information pub-
licly available.’’; 
(5) in subsection (j)— 
(A) by striking ‘‘Each’’ and inserting the following: 
‘‘(1) IN GENERAL.—Each’’; and 
(B) by adding at the end the following: 
‘‘(2) LIMITATIONS.— 
‘‘(A) IN GENERAL.—Except as provided in subparagraph 
(B), an individual designated under paragraph (1) may 
not, while serving in the designated capacity— 
‘‘(i) perform credit ratings; 
‘‘(ii) participate in the development of ratings 
methodologies or models; 
‘‘(iii) perform marketing or sales functions; or 
‘‘(iv) participate in establishing compensation 
levels, other than for employees working for that indi-
vidual. 
‘‘(B) EXCEPTION.—The Commission may exempt a small 
nationally recognized statistical rating organization from 
the limitations under this paragraph, if the Commission 
finds that compliance with such limitations would impose 
an unreasonable burden on the nationally recognized statis-
tical rating organization. 
‘‘(3) OTHER
DUTIES.—Each individual designated under 
paragraph (1) shall establish procedures for the receipt, reten-
tion, and treatment of— 
‘‘(A) complaints regarding credit ratings, models, meth-
odologies, and compliance with the securities laws and 
the policies and procedures developed under this section; 
and 
‘‘(B) confidential, anonymous complaints by employees 
or users of credit ratings. 
‘‘(4) COMPENSATION.—The compensation of each compliance 
officer appointed under paragraph (1) shall not be linked to 
the financial performance of the nationally recognized statis-
tical rating organization and shall be arranged so as to ensure 
the independence of the officer’s judgment. 
‘‘(5) ANNUAL REPORTS REQUIRED.— 
‘‘(A) ANNUAL REPORTS REQUIRED.—Each individual des-
ignated under paragraph (1) shall submit to the nationally 
recognized statistical rating organization an annual report 
on the compliance of the nationally recognized statistical 
rating organization with the securities laws and the policies 
and procedures of the nationally recognized statistical 
rating organization that includes— 
‘‘(i) a description of any material changes to the 
code of ethics and conflict of interest policies of the 
nationally recognized statistical rating organization; 
and 
‘‘(ii) a certification that the report is accurate and 
complete. 
‘‘(B) SUBMISSION OF REPORTS TO THE COMMISSION.— 
Each nationally recognized statistical rating organization 
shall file the reports required under subparagraph (A) 
together with the financial report that is required to be 
submitted to the Commission under this section.’’; 
Procedures. 
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124 STAT. 1877 
PUBLIC LAW 111–203—JULY 21, 2010 
(6) in subsection (k), by striking ‘‘furnish to’’ and inserting 
‘‘file with’’; 
(7) in subsection (l)(2)(A)(i), by striking ‘‘furnished’’ and 
inserting ‘‘filed’’; and 
(8) by striking subsection (p) and inserting the following: 
‘‘(p) REGULATION
OF NATIONALLY RECOGNIZED STATISTICAL 
RATING ORGANIZATIONS.— 
‘‘(1) ESTABLISHMENT OF OFFICE OF CREDIT RATINGS.— 
‘‘(A) OFFICE
ESTABLISHED.—The Commission shall 
establish within the Commission an Office of Credit Ratings 
(referred to in this subsection as the ‘Office’) to administer 
the rules of the Commission— 
‘‘(i) with respect to the practices of nationally recog-
nized statistical rating organizations in determining 
ratings, for the protection of users of credit ratings 
and in the public interest; 
‘‘(ii) to promote accuracy in credit ratings issued 
by nationally recognized statistical rating organiza-
tions; and 
‘‘(iii) to ensure that such ratings are not unduly 
influenced by conflicts of interest. 
‘‘(B) DIRECTOR OF THE OFFICE.—The head of the Office 
shall be the Director, who shall report to the Chairman. 
‘‘(2) STAFFING.—The Office established under this sub-
section shall be staffed sufficiently to carry out fully the require-
ments of this section. The staff shall include persons with 
knowledge of and expertise in corporate, municipal, and struc-
tured debt finance. 
‘‘(3) COMMISSION EXAMINATIONS.— 
‘‘(A) ANNUAL
EXAMINATIONS
REQUIRED.—The Office 
shall conduct an examination of each nationally recognized 
statistical rating organization at least annually. 
‘‘(B) CONDUCT OF EXAMINATIONS.—Each examination 
under subparagraph (A) shall include a review of— 
‘‘(i) whether the nationally recognized statistical 
rating organization conducts business in accordance 
with the policies, procedures, and rating methodologies 
of the nationally recognized statistical rating organiza-
tion; 
‘‘(ii) the management of conflicts of interest by 
the nationally recognized statistical rating organiza-
tion; 
‘‘(iii) implementation of ethics policies by the 
nationally recognized statistical rating organization; 
‘‘(iv) the internal supervisory controls of the nation-
ally recognized statistical rating organization; 
‘‘(v) the governance of the nationally recognized 
statistical rating organization; 
‘‘(vi) the activities of the individual designated by 
the nationally recognized statistical rating organization 
under subsection (j)(1); 
‘‘(vii) the processing of complaints by the nationally 
recognized statistical rating organization; and 
‘‘(viii) the policies of the nationally recognized 
statistical rating organization governing the post- 
employment activities of former staff of the nationally 
recognized statistical rating organization. 
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124 STAT. 1878 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(C) INSPECTION
REPORTS.—The Commission shall 
make available to the public, in an easily understandable 
format, an annual report summarizing— 
‘‘(i) the essential findings of all examinations con-
ducted under subparagraph (A), as deemed appropriate 
by the Commission; 
‘‘(ii) the responses by the nationally recognized 
statistical rating organizations to any material regu-
latory deficiencies identified by the Commission under 
clause (i); and 
‘‘(iii) whether the nationally recognized statistical 
rating organizations have appropriately addressed the 
recommendations of the Commission contained in pre-
vious reports under this subparagraph. 
‘‘(4) RULEMAKING AUTHORITY.—The Commission shall— 
‘‘(A) establish, by rule, fines, and other penalties 
applicable to any nationally recognized statistical rating 
organization that violates the requirements of this section 
and the rules thereunder; and 
‘‘(B) issue such rules as may be necessary to carry 
out this section. 
‘‘(q) TRANSPARENCY OF RATINGS PERFORMANCE.— 
‘‘(1) RULEMAKING
REQUIRED.—The Commission shall, by 
rule, require that each nationally recognized statistical rating 
organization publicly disclose information on the initial credit 
ratings determined by the nationally recognized statistical 
rating organization for each type of obligor, security, and money 
market instrument, and any subsequent changes to such credit 
ratings, for the purpose of allowing users of credit ratings 
to evaluate the accuracy of ratings and compare the perform-
ance of ratings by different nationally recognized statistical 
rating organizations. 
‘‘(2) CONTENT.—The rules of the Commission under this 
subsection shall require, at a minimum, disclosures that— 
‘‘(A) are comparable among nationally recognized 
statistical rating organizations, to allow users of credit 
ratings to compare the performance of credit ratings across 
nationally recognized statistical rating organizations; 
‘‘(B) are clear and informative for investors having 
a wide range of sophistication who use or might use credit 
ratings; 
‘‘(C) include performance information over a range of 
years and for a variety of types of credit ratings, including 
for credit ratings withdrawn by the nationally recognized 
statistical rating organization; 
‘‘(D) are published and made freely available by the 
nationally recognized statistical rating organization, on an 
easily accessible portion of its website, and in writing, 
when requested; 
‘‘(E) are appropriate to the business model of a nation-
ally recognized statistical rating organization; and 
‘‘(F) each nationally recognized statistical rating 
organization include an attestation with any credit rating 
it issues affirming that no part of the rating was influenced 
by any other business activities, that the rating was based 
solely on the merits of the instruments being rated, and 
Public 
information. 
Fines. 
Penalties. 
Public 
information. 
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124 STAT. 1879 
PUBLIC LAW 111–203—JULY 21, 2010 
that such rating was an independent evaluation of the 
risks and merits of the instrument. 
‘‘(r) CREDIT RATINGS METHODOLOGIES.—The Commission shall 
prescribe rules, for the protection of investors and in the public 
interest, with respect to the procedures and methodologies, 
including qualitative and quantitative data and models, used by 
nationally recognized statistical rating organizations that require 
each nationally recognized statistical rating organization— 
‘‘(1) to ensure that credit ratings are determined using 
procedures and methodologies, including qualitative and quan-
titative data and models, that are— 
‘‘(A) approved by the board of the nationally recognized 
statistical rating organization, a body performing a function 
similar to that of a board; and 
‘‘(B) in accordance with the policies and procedures 
of the nationally recognized statistical rating organization 
for the development and modification of credit rating proce-
dures and methodologies; 
‘‘(2) to ensure that when material changes to credit rating 
procedures and methodologies (including changes to qualitative 
and quantitative data and models) are made, that— 
‘‘(A) the changes are applied consistently to all credit 
ratings to which the changed procedures and methodologies 
apply; 
‘‘(B) to the extent that changes are made to credit 
rating surveillance procedures and methodologies, the 
changes are applied to then-current credit ratings by the 
nationally recognized statistical rating organization within 
a reasonable time period determined by the Commission, 
by rule; and 
‘‘(C) 
the 
nationally 
recognized 
statistical 
rating 
organization publicly discloses the reason for the change; 
and 
‘‘(3) to notify users of credit ratings— 
‘‘(A) of the version of a procedure or methodology, 
including the qualitative methodology or quantitative 
inputs, used with respect to a particular credit rating; 
‘‘(B) when a material change is made to a procedure 
or methodology, including to a qualitative model or quan-
titative inputs; 
‘‘(C) when a significant error is identified in a proce-
dure or methodology, including a qualitative or quantitative 
model, that may result in credit rating actions; and 
‘‘(D) of the likelihood of a material change described 
in subparagraph (B) resulting in a change in current credit 
ratings. 
‘‘(s) TRANSPARENCY OF CREDIT RATING METHODOLOGIES AND 
INFORMATION REVIEWED.— 
‘‘(1) FORM
FOR
DISCLOSURES.—The Commission shall 
require, by rule, each nationally recognized statistical rating 
organization to prescribe a form to accompany the publication 
of each credit rating that discloses— 
‘‘(A) information relating to— 
‘‘(i) the assumptions underlying the credit rating 
procedures and methodologies; 
‘‘(ii) the data that was relied on to determine the 
credit rating; and 
Regulations. 
Notification. 
Regulations. 
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124 STAT. 1880 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(iii) if applicable, how the nationally recognized 
statistical rating organization used servicer or remit-
tance reports, and with what frequency, to conduct 
surveillance of the credit rating; and 
‘‘(B) information that can be used by investors and 
other users of credit ratings to better understand credit 
ratings in each class of credit rating issued by the nation-
ally recognized statistical rating organization. 
‘‘(2) FORMAT.—The form developed under paragraph (1) 
shall— 
‘‘(A) be easy to use and helpful for users of credit 
ratings to understand the information contained in the 
report; 
‘‘(B) require the nationally recognized statistical rating 
organization to provide the content described in paragraph 
(3)(B) in a manner that is directly comparable across types 
of securities; and 
‘‘(C) be made readily available to users of credit ratings, 
in electronic or paper form, as the Commission may, by 
rule, determine. 
‘‘(3) CONTENT OF FORM.— 
‘‘(A) QUALITATIVE
CONTENT.—Each nationally recog-
nized statistical rating organization shall disclose on the 
form developed under paragraph (1)— 
‘‘(i) the credit ratings produced by the nationally 
recognized statistical rating organization; 
‘‘(ii) the main assumptions and principles used 
in 
constructing 
procedures 
and 
methodologies, 
including qualitative methodologies and quantitative 
inputs and assumptions about the correlation of 
defaults across underlying assets used in rating struc-
tured products; 
‘‘(iii) the potential limitations of the credit ratings, 
and the types of risks excluded from the credit ratings 
that the nationally recognized statistical rating 
organization does not comment on, including liquidity, 
market, and other risks; 
‘‘(iv) information on the uncertainty of the credit 
rating, including— 
‘‘(I) information on the reliability, accuracy, 
and quality of the data relied on in determining 
the credit rating; and 
‘‘(II) a statement relating to the extent to 
which data essential to the determination of the 
credit rating were reliable or limited, including— 
‘‘(aa) any limits on the scope of historical 
data; and 
‘‘(bb) any limits in accessibility to certain 
documents or other types of information that 
would have better informed the credit rating; 
‘‘(v) whether and to what extent third party due 
diligence services have been used by the nationally 
recognized statistical rating organization, a description 
of the information that such third party reviewed in 
conducting due diligence services, and a description 
of the findings or conclusions of such third party; 
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124 STAT. 1881 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(vi) a description of the data about any obligor, 
issuer, security, or money market instrument that were 
relied upon for the purpose of determining the credit 
rating; 
‘‘(vii) a statement containing an overall assessment 
of the quality of information available and considered 
in producing a rating for an obligor, security, or money 
market instrument, in relation to the quality of 
information available to the nationally recognized 
statistical 
rating 
organization 
in 
rating 
similar 
issuances; 
‘‘(viii) information relating to conflicts of interest 
of the nationally recognized statistical rating organiza-
tion; and 
‘‘(ix) such additional information as the Commis-
sion may require. 
‘‘(B) QUANTITATIVE CONTENT.—Each nationally recog-
nized statistical rating organization shall disclose on the 
form developed under this subsection— 
‘‘(i) an explanation or measure of the potential 
volatility of the credit rating, including— 
‘‘(I) any factors that might lead to a change 
in the credit ratings; and 
‘‘(II) the magnitude of the change that a user 
can expect under different market conditions; 
‘‘(ii) information on the content of the rating, 
including— 
‘‘(I) the historical performance of the rating; 
and 
‘‘(II) the expected probability of default and 
the expected loss in the event of default; 
‘‘(iii) information on the sensitivity of the rating 
to assumptions made by the nationally recognized 
statistical rating organization, including— 
‘‘(I) 5 assumptions made in the ratings process 
that, without accounting for any other factor, 
would have the greatest impact on a rating if 
the assumptions were proven false or inaccurate; 
and 
‘‘(II) an analysis, using specific examples, of 
how each of the 5 assumptions identified under 
subclause (I) impacts a rating; 
‘‘(iv) such additional information as may be 
required by the Commission. 
‘‘(4) DUE DILIGENCE SERVICES FOR ASSET-BACKED SECURI-
TIES.— 
‘‘(A) FINDINGS.—The issuer or underwriter of any asset- 
backed security shall make publicly available the findings 
and conclusions of any third-party due diligence report 
obtained by the issuer or underwriter. 
‘‘(B) CERTIFICATION REQUIRED.—In any case in which 
third-party due diligence services are employed by a nation-
ally recognized statistical rating organization, an issuer, 
or an underwriter, the person providing the due diligence 
services shall provide to any nationally recognized statis-
tical rating organization that produces a rating to which 
Public 
information. 
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124 STAT. 1882 
PUBLIC LAW 111–203—JULY 21, 2010 
such services relate, written certification, as provided in 
subparagraph (C). 
‘‘(C) FORMAT
AND
CONTENT.—The Commission shall 
establish the appropriate format and content for the written 
certifications required under subparagraph (B), to ensure 
that providers of due diligence services have conducted 
a thorough review of data, documentation, and other rel-
evant information necessary for a nationally recognized 
statistical rating organization to provide an accurate rating. 
‘‘(D) DISCLOSURE OF CERTIFICATION.—The Commission 
shall adopt rules requiring a nationally recognized statis-
tical rating organization, at the time at which the nation-
ally recognized statistical rating organization produces a 
rating, to disclose the certification described in subpara-
graph (B) to the public in a manner that allows the public 
to determine the adequacy and level of due diligence serv-
ices provided by a third party. 
‘‘(t) CORPORATE GOVERNANCE, ORGANIZATION, AND MANAGE-
MENT OF CONFLICTS OF INTEREST.— 
‘‘(1) BOARD
OF
DIRECTORS.—Each nationally recognized 
statistical rating organization shall have a board of directors. 
‘‘(2) INDEPENDENT DIRECTORS.— 
‘‘(A) IN GENERAL.—At least 1⁄2 of the board of directors, 
but not fewer than 2 of the members thereof, shall be 
independent of the nationally recognized statistical rating 
agency. A portion of the independent directors shall include 
users of ratings from a nationally recognized statistical 
rating organization. 
‘‘(B) INDEPENDENCE DETERMINATION.—In order to be 
considered independent for purposes of this subsection, a 
member of the board of directors of a nationally recognized 
statistical rating organization— 
‘‘(i) may not, other than in his or her capacity 
as a member of the board of directors or any committee 
thereof— 
‘‘(I) accept any consulting, advisory, or other 
compensatory fee from the nationally recognized 
statistical rating organization; or 
‘‘(II) be a person associated with the nationally 
recognized statistical rating organization or with 
any affiliated company thereof; and 
‘‘(ii) shall be disqualified from any deliberation 
involving a specific rating in which the independent 
board member has a financial interest in the outcome 
of the rating. 
‘‘(C) COMPENSATION AND TERM.—The compensation of 
the independent members of the board of directors of a 
nationally recognized statistical rating organization shall 
not be linked to the business performance of the nationally 
recognized statistical rating organization, and shall be 
arranged so as to ensure the independence of their judg-
ment. The term of office of the independent directors shall 
be for a pre-agreed fixed period, not to exceed 5 years, 
and shall not be renewable. 
‘‘(3) DUTIES OF BOARD OF DIRECTORS.—In addition to the 
overall responsibilities of the board of directors, the board shall 
oversee— 
Establishment. 
Regulations. 
Public 
information. 
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124 STAT. 1883 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(A) the establishment, maintenance, and enforcement 
of policies and procedures for determining credit ratings; 
‘‘(B) the establishment, maintenance, and enforcement 
of policies and procedures to address, manage, and disclose 
any conflicts of interest; 
‘‘(C) the effectiveness of the internal control system 
with respect to policies and procedures for determining 
credit ratings; and 
‘‘(D) the compensation and promotion policies and prac-
tices of the nationally recognized statistical rating organiza-
tion. 
‘‘(4) TREATMENT OF NRSRO SUBSIDIARIES.—If a nationally 
recognized statistical rating organization is a subsidiary of a 
parent entity, the board of the directors of the parent entity 
may satisfy the requirements of this subsection by assigning 
to a committee of such board of directors the duties under 
paragraph (3), if— 
‘‘(A) at least 1⁄2 of the members of the committee 
(including the chairperson of the committee) are inde-
pendent, as defined in this section; and 
‘‘(B) at least 1 member of the committee is a user 
of ratings from a nationally recognized statistical rating 
organization. 
‘‘(5) EXCEPTION AUTHORITY.—If the Commission finds that 
compliance with the provisions of this subsection present an 
unreasonable burden on a small nationally recognized statis-
tical rating organization, the Commission may permit the 
nationally recognized statistical rating organization to delegate 
such responsibilities to a committee that includes at least one 
individual who is a user of ratings of a nationally recognized 
statistical rating organization.’’. 
(b) CONFORMING AMENDMENT.—Section 3(a)(62) of the Securi-
ties Exchange Act of 1934 (15 U.S.C. 78c(a)(62)) is amended by 
striking subparagraph (A) and redesignating subparagraphs (B) 
and (C) as subparagraphs (A) and (B), respectively. 
SEC. 933. STATE OF MIND IN PRIVATE ACTIONS. 
(a) 
ACCOUNTABILITY.—Section 
15E(m) 
of 
the 
Securities 
Exchange Act of 1934 (15 U.S.C. 78o–7(m)) is amended to read 
as follows: 
‘‘(m) ACCOUNTABILITY.— 
‘‘(1) IN GENERAL.—The enforcement and penalty provisions 
of this title shall apply to statements made by a credit rating 
agency in the same manner and to the same extent as such 
provisions apply to statements made by a registered public 
accounting firm or a securities analyst under the securities 
laws, and such statements shall not be deemed forward-looking 
statements for the purposes of section 21E. 
‘‘(2) RULEMAKING.—The Commission shall issue such rules 
as may be necessary to carry out this subsection.’’. 
(b) STATE
OF
MIND.—Section 21D(b)(2) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78u–4(b)(2)) is amended— 
(1) by striking ‘‘In any’’ and inserting the following: 
‘‘(A) IN GENERAL.—Except as provided in subparagraph 
(B), in any’’; and 
(2) by adding at the end the following: 
Applicability. 
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124 STAT. 1884 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(B) EXCEPTION.—In the case of an action for money 
damages brought against a credit rating agency or a 
controlling person under this title, it shall be sufficient, 
for purposes of pleading any required state of mind in 
relation to such action, that the complaint state with 
particularity facts giving rise to a strong inference that 
the credit rating agency knowingly or recklessly failed— 
‘‘(i) to conduct a reasonable investigation of the 
rated security with respect to the factual elements 
relied upon by its own methodology for evaluating 
credit risk; or 
‘‘(ii) to obtain reasonable verification of such fac-
tual elements (which verification may be based on 
a sampling technique that does not amount to an audit) 
from other sources that the credit rating agency consid-
ered to be competent and that were independent of 
the issuer and underwriter.’’. 
SEC. 934. REFERRING TIPS TO LAW ENFORCEMENT OR REGULATORY 
AUTHORITIES. 
Section 15E of the Securities Exchange Act of 1934 (15 U.S.C. 
78o–7), as amended by this subtitle, is amended by adding at 
the end the following: 
‘‘(u) DUTY TO REPORT TIPS ALLEGING MATERIAL VIOLATIONS 
OF LAW.— 
‘‘(1) DUTY TO REPORT.—Each nationally recognized statis-
tical rating organization shall refer to the appropriate law 
enforcement or regulatory authorities any information that the 
nationally recognized statistical rating organization receives 
from a third party and finds credible that alleges that an 
issuer of securities rated by the nationally recognized statistical 
rating organization has committed or is committing a material 
violation of law that has not been adjudicated by a Federal 
or State court. 
‘‘(2) RULE OF CONSTRUCTION.—Nothing in paragraph (1) 
may be construed to require a nationally recognized statistical 
rating organization to verify the accuracy of the information 
described in paragraph (1).’’. 
SEC. 935. CONSIDERATION OF INFORMATION FROM SOURCES OTHER 
THAN THE ISSUER IN RATING DECISIONS. 
Section 15E of the Securities Exchange Act of 1934 (15 U.S.C. 
78o–7), as amended by this subtitle, is amended by adding at 
the end the following: 
‘‘(v) INFORMATION FROM SOURCES OTHER THAN THE ISSUER.— 
In producing a credit rating, a nationally recognized statistical 
rating organization shall consider information about an issuer that 
the nationally recognized statistical rating organization has, or 
receives from a source other than the issuer or underwriter, that 
the nationally recognized statistical rating organization finds cred-
ible and potentially significant to a rating decision.’’. 
SEC. 936. QUALIFICATION STANDARDS FOR CREDIT RATING ANALYSTS. 
Not later than 1 year after the date of enactment of this 
Act, the Commission shall issue rules that are reasonably designed 
to ensure that any person employed by a nationally recognized 
statistical rating organization to perform credit ratings— 
Deadline. 
Regulations. 
15 USC 78o–7 
note. 
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124 STAT. 1885 
PUBLIC LAW 111–203—JULY 21, 2010 
(1) meets standards of training, experience, and competence 
necessary to produce accurate ratings for the categories of 
issuers whose securities the person rates; and 
(2) is tested for knowledge of the credit rating process. 
SEC. 937. TIMING OF REGULATIONS. 
Unless otherwise specifically provided in this subtitle, the 
Commission shall issue final regulations, as required by this subtitle 
and the amendments made by this subtitle, not later than 1 year 
after the date of enactment of this Act. 
SEC. 938. UNIVERSAL RATINGS SYMBOLS. 
(a) RULEMAKING.—The Commission shall require, by rule, each 
nationally recognized statistical rating organization to establish, 
maintain, and enforce written policies and procedures that— 
(1) assess the probability that an issuer of a security or 
money market instrument will default, fail to make timely 
payments, or otherwise not make payments to investors in 
accordance with the terms of the security or money market 
instrument; 
(2) clearly define and disclose the meaning of any symbol 
used by the nationally recognized statistical rating organization 
to denote a credit rating; and 
(3) apply any symbol described in paragraph (2) in a 
manner that is consistent for all types of securities and money 
market instruments for which the symbol is used. 
(b) RULE OF CONSTRUCTION.—Nothing in this section shall pro-
hibit a nationally recognized statistical rating organization from 
using distinct sets of symbols to denote credit ratings for different 
types of securities or money market instruments. 
SEC. 939. REMOVAL OF STATUTORY REFERENCES TO CREDIT RATINGS. 
(a) FEDERAL DEPOSIT INSURANCE ACT.—The Federal Deposit 
Insurance Act (12 U.S.C. 1811 et seq.) is amended— 
(1) in section 7(b)(1)(E)(i), by striking ‘‘credit rating entities, 
and other private economic’’ and insert ‘‘private economic, 
credit,’’; 
(2) in section 28(d)— 
(A) in the subsection heading, by striking ‘‘NOT OF 
INVESTMENT GRADE’’; 
(B) in paragraph (1), by striking ‘‘not of investment 
grade’’ and inserting ‘‘that does not meet standards of 
credit-worthiness as established by the Corporation’’; 
(C) in paragraph (2), by striking ‘‘not of investment 
grade’’; 
(D) by striking paragraph (3); 
(E) by redesignating paragraph (4) as paragraph (3); 
and 
(F) in paragraph (3), as so redesignated— 
(i) by striking subparagraph (A); 
(ii) by redesignating subparagraphs (B) and (C) 
as subparagraphs (A) and (B), respectively; and 
(iii) in subparagraph (B), as so redesignated, by 
striking ‘‘not of investment grade’’ and inserting ‘‘that 
does not meet standards of credit-worthiness as estab-
lished by the Corporation’’; and 
(3) in section 28(e)— 
12 USC 1831e. 
12 USC 1817. 
Procedures. 
15 USC 78o–8. 
15 USC 78o–7 
note. 
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124 STAT. 1886 
PUBLIC LAW 111–203—JULY 21, 2010 
(A) in the subsection heading, by striking ‘‘NOT OF 
INVESTMENT GRADE’’; 
(B) in paragraph (1), by striking ‘‘not of investment 
grade’’ and inserting ‘‘that does not meet standards of 
credit-worthiness as established by the Corporation’’; and 
(C) in paragraphs (2) and (3), by striking ‘‘not of invest-
ment grade’’ each place that it appears and inserting ‘‘that 
does not meet standards of credit-worthiness established 
by the Corporation’’. 
(b) FEDERAL HOUSING ENTERPRISES FINANCIAL SAFETY
AND 
SOUNDNESS ACT OF 1992.—Section 1319 of the Federal Housing 
Enterprises Financial Safety and Soundness Act of 1992 (12 U.S.C. 
4519) is amended by striking ‘‘that is a nationally recognized statis-
tical rating organization, as such term is defined in section 3(a) 
of the Securities Exchange Act of 1934,’’. 
(c) 
INVESTMENT
COMPANY
ACT
OF
1940.—Section 
6(a)(5)(A)(iv)(I) Investment Company Act of 1940 (15 U.S.C. 80a– 
6(a)(5)(A)(iv)(I)) is amended by striking ‘‘is rated investment grade 
by not less than 1 nationally recognized statistical rating organiza-
tion’’ and inserting ‘‘meets such standards of credit-worthiness as 
the Commission shall adopt’’. 
(d) REVISED STATUTES.—Section 5136A of title LXII of the 
Revised Statutes of the United States (12 U.S.C. 24a) is amended— 
(1) in subsection (a)(2)(E), by striking ‘‘any applicable 
rating’’ and inserting ‘‘standards of credit-worthiness estab-
lished by the Comptroller of the Currency’’; 
(2) in the heading for subsection (a)(3) by striking ‘‘RATING 
OR COMPARABLE REQUIREMENT’’ and inserting ‘‘REQUIREMENT’’; 
(3) subsection (a)(3), by amending subparagraph (A) to 
read as follows: 
‘‘(A) IN GENERAL.—A national bank meets the require-
ments of this paragraph if the bank is one of the 100 
largest insured banks and has not fewer than 1 issue 
of outstanding debt that meets standards of credit-worthi-
ness or other criteria as the Secretary of the Treasury 
and the Board of Governors of the Federal Reserve System 
may jointly establish.’’. 
(4) in the heading for subsection (f), by striking ‘‘MAINTAIN 
PUBLIC RATING OR’’ and inserting ‘‘MEET STANDARDS OF CREDIT- 
WORTHINESS’’; and 
(5) in subsection (f)(1), by striking ‘‘any applicable rating’’ 
and inserting ‘‘standards of credit-worthiness established by 
the Comptroller of the Currency’’. 
(e) SECURITIES EXCHANGE ACT OF 1934.—Section 3(a) Securities 
Exchange Act of 1934 (15 U.S.C. 78a(3)(a)) is amended— 
(1) in paragraph (41), by striking ‘‘is rated in one of the 
two highest rating categories by at least one nationally recog-
nized statistical rating organization’’ and inserting ‘‘meets 
standards of credit-worthiness as established by the Commis-
sion’’; and 
(2) in paragraph (53)(A), by striking ‘‘is rated in 1 of the 
4 highest rating categories by at least 1 nationally recognized 
statistical rating organization’’ and inserting ‘‘meets standards 
of credit-worthiness as established by the Commission’’. 
(f) WORLD BANK DISCUSSIONS.—Section 3(a)(6) of the amend-
ment in the nature of a substitute to the text of H.R. 4645, as 
ordered reported from the Committee on Banking, Finance and 
15 USC 78c. 
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124 STAT. 1887 
PUBLIC LAW 111–203—JULY 21, 2010 
Urban Affairs on September 22, 1988, as enacted into law by 
section 555 of Public Law 100–461, (22 U.S.C. 286hh(a)(6)), is 
amended by striking ‘‘credit rating’’ and inserting ‘‘credit-worthi-
ness’’. 
(g) EFFECTIVE DATE.—The amendments made by this section 
shall take effect 2 years after the date of enactment of this Act. 
(h) STUDY AND REPORT.— 
(1) IN GENERAL.—Commission shall undertake a study on 
the feasability and desirability of— 
(A) standardizing credit ratings terminology, so that 
all credit rating agencies issue credit ratings using identical 
terms; 
(B) standardizing the market stress conditions under 
which ratings are evaluated; 
(C) requiring a quantitative correspondence between 
credit ratings and a range of default probabilities and 
loss expectations under standardized conditions of economic 
stress; and 
(D) standardizing credit rating terminology across 
asset classes, so that named ratings correspond to a 
standard range of default probabilities and expected losses 
independent of asset class and issuing entity. 
(2) REPORT.—Not later than 1 year after the date of enact-
ment of this Act, the Commission shall submit to Congress 
a report containing the findings of the study under paragraph 
(1) and the recommendations, if any, of the Commission with 
respect to the study. 
SEC. 939A. REVIEW OF RELIANCE ON RATINGS. 
(a) AGENCY REVIEW.—Not later than 1 year after the date 
of the enactment of this subtitle, each Federal agency shall, to 
the extent applicable, review— 
(1) any regulation issued by such agency that requires 
the use of an assessment of the credit-worthiness of a security 
or money market instrument; and 
(2) any references to or requirements in such regulations 
regarding credit ratings. 
(b) MODIFICATIONS REQUIRED.—Each such agency shall modify 
any such regulations identified by the review conducted under 
subsection (a) to remove any reference to or requirement of reliance 
on credit ratings and to substitute in such regulations such standard 
of credit-worthiness as each respective agency shall determine as 
appropriate for such regulations. In making such determination, 
such agencies shall seek to establish, to the extent feasible, uniform 
standards of credit-worthiness for use by each such agency, taking 
into account the entities regulated by each such agency and the 
purposes for which such entities would rely on such standards 
of credit-worthiness. 
(c) REPORT.—Upon conclusion of the review required under 
subsection (a), each Federal agency shall transmit a report to Con-
gress containing a description of any modification of any regulation 
such agency made pursuant to subsection (b). 
SEC. 939B. ELIMINATION OF EXEMPTION FROM FAIR DISCLOSURE 
RULE. 
Not later than 90 days after the date of enactment of this 
subtitle, the Securities Exchange Commission shall revise Regula-
tion FD (17 C.F.R. 243.100) to remove from such regulation the 
Deadline. 
15 USC 78m 
note. 
Standards. 
Deadline. 
Regulations. 
15 USC 78o–7 
note. 
12 USC 24a note. 
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124 STAT. 1888 
PUBLIC LAW 111–203—JULY 21, 2010 
exemption for entities whose primary business is the issuance of 
credit ratings (17 C.F.R. 243.100(b)(2)(iii)). 
SEC. 939C. SECURITIES AND EXCHANGE COMMISSION STUDY ON 
STRENGTHENING CREDIT RATING AGENCY INDEPEND-
ENCE. 
(a) STUDY.—The Commission shall conduct a study of— 
(1) the independence of nationally recognized statistical 
rating organizations; and 
(2) how the independence of nationally recognized statis-
tical rating organizations affects the ratings issued by the 
nationally recognized statistical rating organizations. 
(b) SUBJECTS FOR EVALUATION.—In conducting the study under 
subsection (a), the Commission shall evaluate— 
(1) the management of conflicts of interest raised by a 
nationally recognized statistical rating organization providing 
other services, including risk management advisory services, 
ancillary assistance, or consulting services; 
(2) the potential impact of rules prohibiting a nationally 
recognized statistical rating organization that provides a rating 
to an issuer from providing other services to the issuer; and 
(3) any other issue relating to nationally recognized statis-
tical rating organizations, as the Chairman of the Commission 
determines is appropriate. 
(c) REPORT.—Not later than 3 years after the date of enactment 
of this Act, the Chairman of the Commission shall submit to the 
Committee on Banking, Housing, and Urban Affairs of the Senate 
and the Committee on Financial Services of the House of Represent-
atives a report on the results of the study conducted under sub-
section (a), including recommendations, if any, for improving the 
integrity of ratings issued by nationally recognized statistical rating 
organizations. 
SEC. 939D. GOVERNMENT ACCOUNTABILITY OFFICE STUDY ON ALTER-
NATIVE BUSINESS MODELS. 
(a) STUDY.—The Comptroller General of the United States shall 
conduct a study on alternative means for compensating nationally 
recognized statistical rating organizations in order to create incen-
tives for nationally recognized statistical rating organizations to 
provide more accurate credit ratings, including any statutory 
changes that would be required to facilitate the use of an alternative 
means of compensation. 
(b) REPORT.—Not later than 18 months after the date of enact-
ment of this Act, the Comptroller General shall submit to the 
Committee on Banking, Housing, and Urban Affairs of the Senate 
and the Committee on Financial Services of the House of Represent-
atives a report on the results of the study conducted under sub-
section (a), including recommendations, if any, for providing incen-
tives to credit rating agencies to improve the credit rating process. 
SEC. 939E. GOVERNMENT ACCOUNTABILITY OFFICE STUDY ON THE 
CREATION 
OF 
AN 
INDEPENDENT 
PROFESSIONAL 
ANALYST ORGANIZATION. 
(a) STUDY.—The Comptroller General of the United States shall 
conduct a study on the feasibility and merits of creating an inde-
pendent professional organization for rating analysts employed by 
nationally recognized statistical rating organizations that would 
be responsible for— 
15 USC 78o–9 
note. 
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124 STAT. 1889 
PUBLIC LAW 111–203—JULY 21, 2010 
(1) establishing independent standards for governing the 
profession of rating analysts; 
(2) establishing a code of ethical conduct; and 
(3) overseeing the profession of rating analysts. 
(b) REPORT.—Not later than 1 year after the date of publication 
of the rules issued by the Commission pursuant to section 936, 
the Comptroller General shall submit to the Committee on Banking, 
Housing, and Urban Affairs of the Senate and the Committee 
on Financial Services of the House of Representatives a report 
on the results of the study conducted under subsection (a). 
SEC. 939F. STUDY AND RULEMAKING ON ASSIGNED CREDIT RATINGS. 
(a) DEFINITION.—In this section, the term ‘‘structured finance 
product’’ means an asset-backed security, as defined in section 
3(a)(77) of the Securities Exchange Act of 1934, as added by section 
941, and any structured product based on an asset-backed security, 
as determined by the Commission, by rule. 
(b) STUDY.—The Commission shall carry out a study of— 
(1) the credit rating process for structured finance products 
and the conflicts of interest associated with the issuer-pay 
and the subscriber-pay models; 
(2) the feasibility of establishing a system in which a public 
or private utility or a self-regulatory organization assigns 
nationally recognized statistical rating organizations to deter-
mine the credit ratings of structured finance products, 
including— 
(A) an assessment of potential mechanisms for deter-
mining fees for the nationally recognized statistical rating 
organizations; 
(B) appropriate methods for paying fees to the nation-
ally recognized statistical rating organizations; 
(C) the extent to which the creation of such a system 
would be viewed as the creation of moral hazard by the 
Federal Government; and 
(D) any constitutional or other issues concerning the 
establishment of such a system; 
(3) the range of metrics that could be used to determine 
the accuracy of credit ratings; and 
(4) alternative means for compensating nationally recog-
nized statistical rating organizations that would create incen-
tives for accurate credit ratings. 
(c) REPORT AND RECOMMENDATION.—Not later than 24 months 
after the date of enactment of this Act, the Commission shall 
submit to the Committee on Banking, Housing, and Urban Affairs 
of the Senate and the Committee on Financial Services of the 
House of Representatives a report that contains— 
(1) the findings of the study required under subsection 
(b); and 
(2) any recommendations for regulatory or statutory 
changes that the Commission determines should be made to 
implement the findings of the study required under subsection 
(b). 
(d) RULEMAKING.— 
(1) RULEMAKING.—After submission of the report under 
subsection (c), the Commission shall, by rule, as the Commis-
sion determines is necessary or appropriate in the public 
interest or for the protection of investors, establish a system 
Determinations. 
15 USC 78o–9. 
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124 STAT. 1890 
PUBLIC LAW 111–203—JULY 21, 2010 
for the assignment of nationally recognized statistical rating 
organizations to determine the initial credit ratings of struc-
tured finance products, in a manner that prevents the issuer, 
sponsor, or underwriter of the structured finance product from 
selecting the nationally recognized statistical rating organiza-
tion that will determine the initial credit ratings and monitor 
such credit ratings. In issuing any rule under this paragraph, 
the Commission shall give thorough consideration to the provi-
sions of section 15E(w) of the Securities Exchange Act of 1934, 
as that provision would have been added by section 939D 
of H.R. 4173 (111th Congress), as passed by the Senate on 
May 20, 2010, and shall implement the system described in 
such section 939D unless the Commission determines that an 
alternative system would better serve the public interest and 
the protection of investors. 
(2) RULE OF CONSTRUCTION.—Nothing in this subsection 
may be construed to limit or suspend any other rulemaking 
authority of the Commission. 
SEC. 939G. EFFECT OF RULE 436(G). 
Rule 436(g), promulgated by the Securities and Exchange 
Commission under the Securities Act of 1933, shall have no force 
or effect. 
SEC. 939H. SENSE OF CONGRESS. 
It is the sense of Congress that the Securities and Exchange 
Commission should exercise the rulemaking authority of the 
Commission under section 15E(h)(2)(B) of the Securities Exchange 
Act of 1934 (15 U.S.C. 78o–7(h)(2)(B)) to prevent improper conflicts 
of interest arising from employees of nationally recognized statis-
tical rating organizations providing services to issuers of securities 
that are unrelated to the issuance of credit ratings, including con-
sulting, advisory, and other services. 
Subtitle D—Improvements to the Asset- 
Backed Securitization Process 
SEC. 941. REGULATION OF CREDIT RISK RETENTION. 
(a) DEFINITION OF ASSET-BACKED SECURITY.—Section 3(a) of 
the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)) is amended 
by adding at the end the following: 
‘‘(77) ASSET-BACKED
SECURITY.—The term ‘asset-backed 
security’— 
‘‘(A) 
means 
a 
fixed-income 
or 
other 
security 
collateralized by any type of self-liquidating financial asset 
(including a loan, a lease, a mortgage, or a secured or 
unsecured receivable) that allows the holder of the security 
to receive payments that depend primarily on cash flow 
from the asset, including— 
‘‘(i) a collateralized mortgage obligation; 
‘‘(ii) a collateralized debt obligation; 
‘‘(iii) a collateralized bond obligation; 
‘‘(iv) a collateralized debt obligation of asset-backed 
securities; 
‘‘(v) a collateralized debt obligation of collateralized 
debt obligations; and 
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124 STAT. 1891 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(vi) a security that the Commission, by rule, deter-
mines to be an asset-backed security for purposes of 
this section; and 
‘‘(B) does not include a security issued by a finance 
subsidiary held by the parent company or a company con-
trolled by the parent company, if none of the securities 
issued by the finance subsidiary are held by an entity 
that is not controlled by the parent company.’’. 
(b) CREDIT RISK RETENTION.—The Securities Exchange Act of 
1934 (15 U.S.C. 78a et seq.) is amended by inserting after section 
15F, as added by this Act, the following: 
‘‘SEC. 15G. CREDIT RISK RETENTION. 
‘‘(a) DEFINITIONS.—In this section— 
‘‘(1) the term ‘Federal banking agencies’ means the Office 
of the Comptroller of the Currency, the Board of Governors 
of the Federal Reserve System, and the Federal Deposit Insur-
ance Corporation; 
‘‘(2) the term ‘insured depository institution’ has the same 
meaning as in section 3(c) of the Federal Deposit Insurance 
Act (12 U.S.C. 1813(c)); 
‘‘(3) the term ‘securitizer’ means— 
‘‘(A) an issuer of an asset-backed security; or 
‘‘(B) a person who organizes and initiates an asset- 
backed securities transaction by selling or transferring 
assets, either directly or indirectly, including through an 
affiliate, to the issuer; and 
‘‘(4) the term ‘originator’ means a person who— 
‘‘(A) through the extension of credit or otherwise, cre-
ates a financial asset that collateralizes an asset-backed 
security; and 
‘‘(B) sells an asset directly or indirectly to a securitizer. 
‘‘(b) REGULATIONS REQUIRED.— 
‘‘(1) IN GENERAL.—Not later than 270 days after the date 
of enactment of this section, the Federal banking agencies 
and the Commission shall jointly prescribe regulations to 
require any securitizer to retain an economic interest in a 
portion of the credit risk for any asset that the securitizer, 
through the issuance of an asset-backed security, transfers, 
sells, or conveys to a third party. 
‘‘(2) RESIDENTIAL MORTGAGES.—Not later than 270 days 
after the date of the enactment of this section, the Federal 
banking agencies, the Commission, the Secretary of Housing 
and Urban Development, and the Federal Housing Finance 
Agency, shall jointly prescribe regulations to require any 
securitizer to retain an economic interest in a portion of the 
credit risk for any residential mortgage asset that the 
securitizer, through the issuance of an asset-backed security, 
transfers, sells, or conveys to a third party. 
‘‘(c) STANDARDS FOR REGULATIONS.— 
‘‘(1) STANDARDS.—The regulations prescribed under sub-
section (b) shall— 
‘‘(A) prohibit a securitizer from directly or indirectly 
hedging or otherwise transferring the credit risk that the 
securitizer is required to retain with respect to an asset; 
‘‘(B) require a securitizer to retain— 
Deadline. 
15 USC 78o–11. 
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124 STAT. 1892 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(i) not less than 5 percent of the credit risk for 
any asset— 
‘‘(I) that is not a qualified residential mortgage 
that is transferred, sold, or conveyed through the 
issuance of an asset-backed security by the 
securitizer; or 
‘‘(II) that is a qualified residential mortgage 
that is transferred, sold, or conveyed through the 
issuance of an asset-backed security by the 
securitizer, if 1 or more of the assets that 
collateralize the asset-backed security are not 
qualified residential mortgages; or 
‘‘(ii) less than 5 percent of the credit risk for an 
asset that is not a qualified residential mortgage that 
is transferred, sold, or conveyed through the issuance 
of an asset-backed security by the securitizer, if the 
originator of the asset meets the underwriting stand-
ards prescribed under paragraph (2)(B); 
‘‘(C) specify— 
‘‘(i) the permissible forms of risk retention for pur-
poses of this section; 
‘‘(ii) the minimum duration of the risk retention 
required under this section; and 
‘‘(iii) that a securitizer is not required to retain 
any part of the credit risk for an asset that is trans-
ferred, sold or conveyed through the issuance of an 
asset-backed security by the securitizer, if all of the 
assets that collateralize the asset-backed security are 
qualified residential mortgages; 
‘‘(D) apply, regardless of whether the securitizer is 
an insured depository institution; 
‘‘(E) with respect to a commercial mortgage, specify 
the permissible types, forms, and amounts of risk retention 
that would meet the requirements of subparagraph (B), 
which in the determination of the Federal banking agencies 
and the Commission may include— 
‘‘(i) retention of a specified amount or percentage 
of the total credit risk of the asset; 
‘‘(ii) retention of the first-loss position by a third- 
party purchaser that specifically negotiates for the pur-
chase of such first loss position, holds adequate finan-
cial resources to back losses, provides due diligence 
on all individual assets in the pool before the issuance 
of the asset-backed securities, and meets the same 
standards for risk retention as the Federal banking 
agencies and the Commission require of the securitizer; 
‘‘(iii) a determination by the Federal banking agen-
cies and the Commission that the underwriting stand-
ards and controls for the asset are adequate; and 
‘‘(iv) provision of adequate representations and 
warranties and related enforcement mechanisms; and 
‘‘(F) establish appropriate standards for retention of 
an economic interest with respect to collateralized debt 
obligations, securities collateralized by collateralized debt 
obligations, and similar instruments collateralized by other 
asset-backed securities; and 
‘‘(G) provide for— 
Applicability. 
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124 STAT. 1893 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(i) 
a 
total 
or 
partial 
exemption 
of 
any 
securitization, as may be appropriate in the public 
interest and for the protection of investors; 
‘‘(ii) 
a 
total 
or 
partial 
exemption 
for 
the 
securitization of an asset issued or guaranteed by the 
United States, or an agency of the United States, as 
the Federal banking agencies and the Commission 
jointly determine appropriate in the public interest 
and for the protection of investors, except that, for 
purposes of this clause, the Federal National Mortgage 
Association and the Federal Home Loan Mortgage Cor-
poration are not agencies of the United States; 
‘‘(iii) a total or partial exemption for any asset- 
backed security that is a security issued or guaranteed 
by any State of the United States, or by any political 
subdivision of a State or territory, or by any public 
instrumentality of a State or territory that is exempt 
from the registration requirements of the Securities 
Act of 1933 by reason of section 3(a)(2) of that Act 
(15 U.S.C. 77c(a)(2)), or a security defined as a qualified 
scholarship funding bond in section 150(d)(2) of the 
Internal Revenue Code of 1986, as may be appropriate 
in the public interest and for the protection of inves-
tors; and 
‘‘(iv) the allocation of risk retention obligations 
between a securitizer and an originator in the case 
of a securitizer that purchases assets from an origi-
nator, as the Federal banking agencies and the 
Commission jointly determine appropriate. 
‘‘(2) ASSET CLASSES.— 
‘‘(A) ASSET CLASSES.—The regulations prescribed under 
subsection (b) shall establish asset classes with separate 
rules for securitizers of different classes of assets, including 
residential mortgages, commercial mortgages, commercial 
loans, auto loans, and any other class of assets that the 
Federal banking agencies and the Commission deem appro-
priate. 
‘‘(B) CONTENTS.—For each asset class established 
under subparagraph (A), the regulations prescribed under 
subsection (b) shall include underwriting standards estab-
lished by the Federal banking agencies that specify the 
terms, conditions, and characteristics of a loan within the 
asset class that indicate a low credit risk with respect 
to the loan. 
‘‘(d) ORIGINATORS.—In determining how to allocate risk reten-
tion obligations between a securitizer and an originator under sub-
section (c)(1)(E)(iv), the Federal banking agencies and the Commis-
sion shall— 
‘‘(1) reduce the percentage of risk retention obligations 
required of the securitizer by the percentage of risk retention 
obligations required of the originator; and 
‘‘(2) consider— 
‘‘(A) whether the assets sold to the securitizer have 
terms, conditions, and characteristics that reflect low credit 
risk; 
‘‘(B) whether the form or volume of transactions in 
securitization markets creates incentives for imprudent 
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124 STAT. 1894 
PUBLIC LAW 111–203—JULY 21, 2010 
origination of the type of loan or asset to be sold to the 
securitizer; and 
‘‘(C) the potential impact of the risk retention obliga-
tions on the access of consumers and businesses to credit 
on reasonable terms, which may not include the transfer 
of credit risk to a third party. 
‘‘(e) EXEMPTIONS, EXCEPTIONS, AND ADJUSTMENTS.— 
‘‘(1) IN GENERAL.—The Federal banking agencies and the 
Commission may jointly adopt or issue exemptions, exceptions, 
or adjustments to the rules issued under this section, including 
exemptions, exceptions, or adjustments for classes of institu-
tions or assets relating to the risk retention requirement and 
the prohibition on hedging under subsection (c)(1). 
‘‘(2) APPLICABLE
STANDARDS.—Any exemption, exception, 
or adjustment adopted or issued by the Federal banking agen-
cies and the Commission under this paragraph shall— 
‘‘(A) help ensure high quality underwriting standards 
for the securitizers and originators of assets that are 
securitized or available for securitization; and 
‘‘(B) encourage appropriate risk management practices 
by the securitizers and originators of assets, improve the 
access of consumers and businesses to credit on reasonable 
terms, or otherwise be in the public interest and for the 
protection of investors. 
‘‘(3) CERTAIN INSTITUTIONS AND PROGRAMS EXEMPT.— 
‘‘(A) FARM
CREDIT
SYSTEM
INSTITUTIONS.—Notwith-
standing any other provision of this section, the require-
ments of this section shall not apply to any loan or other 
financial asset made, insured, guaranteed, or purchased 
by any institution that is subject to the supervision of 
the Farm Credit Administration, including the Federal 
Agricultural Mortgage Corporation. 
‘‘(B) OTHER
FEDERAL
PROGRAMS.—This section shall 
not apply to any residential, multifamily, or health care 
facility mortgage loan asset, or securitization based directly 
or indirectly on such an asset, which is insured or guaran-
teed by the United States or an agency of the United 
States. For purposes of this subsection, the Federal 
National Mortgage Association, the Federal Home Loan 
Mortgage Corporation, and the Federal home loan banks 
shall not be considered an agency of the United States. 
‘‘(4) EXEMPTION FOR QUALIFIED RESIDENTIAL MORTGAGES.— 
‘‘(A) IN GENERAL.—The Federal banking agencies, the 
Commission, the Secretary of Housing and Urban Develop-
ment, and the Director of the Federal Housing Finance 
Agency shall jointly issue regulations to exempt qualified 
residential mortgages from the risk retention requirements 
of this subsection. 
‘‘(B) QUALIFIED RESIDENTIAL MORTGAGE.—The Federal 
banking agencies, the Commission, the Secretary of 
Housing and Urban Development, and the Director of the 
Federal Housing Finance Agency shall jointly define the 
term ‘qualified residential mortgage’ for purposes of this 
subsection, taking into consideration underwriting and 
product features that historical loan performance data 
indicate result in a lower risk of default, such as— 
Definition. 
Regulations. 
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124 STAT. 1895 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(i) documentation and verification of the financial 
resources relied upon to qualify the mortgagor; 
‘‘(ii) standards with respect to— 
‘‘(I) the residual income of the mortgagor after 
all monthly obligations; 
‘‘(II) the ratio of the housing payments of the 
mortgagor to the monthly income of the mortgagor; 
‘‘(III) the ratio of total monthly installment 
payments of the mortgagor to the income of the 
mortgagor; 
‘‘(iii) mitigating the potential for payment shock 
on adjustable rate mortgages through product features 
and underwriting standards; 
‘‘(iv) mortgage guarantee insurance or other types 
of insurance or credit enhancement obtained at the 
time of origination, to the extent such insurance or 
credit enhancement reduces the risk of default; and 
‘‘(v) prohibiting or restricting the use of balloon 
payments, negative amortization, prepayment pen-
alties, interest-only payments, and other features that 
have been demonstrated to exhibit a higher risk of 
borrower default. 
‘‘(C) LIMITATION ON DEFINITION.—The Federal banking 
agencies, the Commission, the Secretary of Housing and 
Urban Development, and the Director of the Federal 
Housing Finance Agency in defining the term ‘qualified 
residential mortgage’, as required by subparagraph (B), 
shall define that term to be no broader than the definition 
‘qualified mortgage’ as the term is defined under section 
129C(c)(2) of the Truth in Lending Act, as amended by 
the Consumer Financial Protection Act of 2010, and regula-
tions adopted thereunder. 
‘‘(5) CONDITION
FOR
QUALIFIED
RESIDENTIAL
MORTGAGE 
EXEMPTION.—The regulations issued under paragraph (4) shall 
provide that an asset-backed security that is collateralized by 
tranches of other asset-backed securities shall not be exempt 
from the risk retention requirements of this subsection. 
‘‘(6) CERTIFICATION.—The Commission shall require an 
issuer to certify, for each issuance of an asset-backed security 
collateralized exclusively by qualified residential mortgages, 
that the issuer has evaluated the effectiveness of the internal 
supervisory controls of the issuer with respect to the process 
for ensuring that all assets that collateralize the asset-backed 
security are qualified residential mortgages. 
‘‘(f) ENFORCEMENT.—The regulations issued under this section 
shall be enforced by— 
‘‘(1) the appropriate Federal banking agency, with respect 
to any securitizer that is an insured depository institution; 
and 
‘‘(2) the Commission, with respect to any securitizer that 
is not an insured depository institution. 
‘‘(g) AUTHORITY OF COMMISSION.—The authority of the Commis-
sion under this section shall be in addition to the authority of 
the Commission to otherwise enforce the securities laws. 
‘‘(h) AUTHORITY TO COORDINATE ON RULEMAKING.—The Chair-
person of the Financial Stability Oversight Council shall coordinate 
all joint rulemaking required under this section. 
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124 STAT. 1896 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(i) EFFECTIVE DATE OF REGULATIONS.—The regulations issued 
under this section shall become effective— 
‘‘(1) with respect to securitizers and originators of asset- 
backed securities backed by residential mortgages, 1 year after 
the date on which final rules under this section are published 
in the Federal Register; and 
‘‘(2) with respect to securitizers and originators of all other 
classes of asset-backed securities, 2 years after the date on 
which final rules under this section are published in the Federal 
Register.’’. 
(c) STUDY ON RISK RETENTION.— 
(1) STUDY.—The Board of Governors of the Federal Reserve 
System, in coordination and consultation with the Comptroller 
of the Currency, the Director of the Office of Thrift Supervision, 
the Chairperson of the Federal Deposit Insurance Corporation, 
and the Securities and Exchange Commission shall conduct 
a study of the combined impact on each individual class of 
asset-backed security established under section 15G(c)(2) of 
the Securities Exchange Act of 1934, as added by subsection 
(b), of— 
(A) the new credit risk retention requirements con-
tained in the amendment made by subsection (b), including 
the effect credit risk retention requirements have on 
increasing the market for Federally subsidized loans; and 
(B) the Financial Accounting Statements 166 and 167 
issued by the Financial Accounting Standards Board. 
(2) REPORT.—Not later than 90 days after the date of 
enactment of this Act, the Board of Governors of the Federal 
Reserve System shall submit to Congress a report on the study 
conducted under paragraph (1). Such report shall include statu-
tory and regulatory recommendations for eliminating any nega-
tive impacts on the continued viability of the asset-backed 
securitization markets and on the availability of credit for 
new lending identified by the study conducted under paragraph 
(1). 
SEC. 942. DISCLOSURES AND REPORTING FOR ASSET-BACKED SECURI-
TIES. 
(a) SECURITIES EXCHANGE ACT OF 1934.—Section 15(d) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78o(d)) is amended— 
(1) by striking ‘‘(d) Each’’ and inserting the following: 
‘‘(d) SUPPLEMENTARY AND PERIODIC INFORMATION.— 
‘‘(1) IN GENERAL.—Each’’; 
(2) in the third sentence, by inserting after ‘‘securities 
of each class’’ the following: ‘‘, other than any class of asset- 
backed securities,’’; and 
(3) by adding at the end the following: 
‘‘(2) ASSET-BACKED SECURITIES.— 
‘‘(A) SUSPENSION OF DUTY TO FILE.—The Commission 
may, by rule or regulation, provide for the suspension 
or termination of the duty to file under this subsection 
for any class of asset-backed security, on such terms and 
conditions and for such period or periods as the Commission 
deems necessary or appropriate in the public interest or 
for the protection of investors. 
‘‘(B) CLASSIFICATION
OF
ISSUERS.—The Commission 
may, for purposes of this subsection, classify issuers and 
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124 STAT. 1897 
PUBLIC LAW 111–203—JULY 21, 2010 
prescribe requirements appropriate for each class of issuers 
of asset-backed securities.’’. 
(b) SECURITIES ACT OF 1933.—Section 7 of the Securities Act 
of 1933 (15 U.S.C. 77g) is amended by adding at the end the 
following: 
‘‘(c) DISCLOSURE REQUIREMENTS.— 
‘‘(1) IN GENERAL.—The Commission shall adopt regulations 
under this subsection requiring each issuer of an asset-backed 
security to disclose, for each tranche or class of security, 
information regarding the assets backing that security. 
‘‘(2) CONTENT OF REGULATIONS.—In adopting regulations 
under this subsection, the Commission shall— 
‘‘(A) set standards for the format of the data provided 
by issuers of an asset-backed security, which shall, to the 
extent feasible, facilitate comparison of such data across 
securities in similar types of asset classes; and 
‘‘(B) require issuers of asset-backed securities, at a 
minimum, to disclose asset-level or loan-level data, if such 
data are necessary for investors to independently perform 
due diligence, including— 
‘‘(i) data having unique identifiers relating to loan 
brokers or originators; 
‘‘(ii) the nature and extent of the compensation 
of the broker or originator of the assets backing the 
security; and 
‘‘(iii) the amount of risk retention by the originator 
and the securitizer of such assets.’’. 
SEC. 943. REPRESENTATIONS AND WARRANTIES IN ASSET-BACKED 
OFFERINGS. 
Not later than 180 days after the date of enactment of this 
Act, the Securities and Exchange Commission shall prescribe regu-
lations on the use of representations and warranties in the market 
for asset-backed securities (as that term is defined in section 3(a)(77) 
of the Securities Exchange Act of 1934, as added by this subtitle) 
that— 
(1) require each national recognized statistical rating 
organization to include in any report accompanying a credit 
rating a description of— 
(A) the representations, warranties, and enforcement 
mechanisms available to investors; and 
(B) how they differ from the representations, warran-
ties, and enforcement mechanisms in issuances of similar 
securities; and 
(2) require any securitizer (as that term is defined in section 
15G(a) of the Securities Exchange Act of 1934, as added by 
this subtitle) to disclose fulfilled and unfulfilled repurchase 
requests across all trusts aggregated by the securitizer, so 
that investors may identify asset originators with clear under-
writing deficiencies. 
SEC. 944. EXEMPTED TRANSACTIONS UNDER THE SECURITIES ACT 
OF 1933. 
(a) EXEMPTION ELIMINATED.—Section 4 of the Securities Act 
of 1933 (15 U.S.C. 77d) is amended— 
(1) by striking paragraph (5); and 
(2) by striking ‘‘(6) transactions’’ and inserting the fol-
lowing: 
Deadline. 
Regulations. 
15 USC 78o–7 
note. 
Regulations. 
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124 STAT. 1898 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(5) transactions’’. 
(b) CONFORMING AMENDMENT.—Section 3(a)(4)(B)(vii)(I) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(4)(B)(vii)(I)) is 
amended by striking ‘‘4(6)’’ and inserting ‘‘4(5)’’. 
SEC. 945. DUE DILIGENCE ANALYSIS AND DISCLOSURE IN ASSET- 
BACKED SECURITIES ISSUES. 
Section 7 of the Securities Act of 1933 (15 U.S.C. 77g), as 
amended by this subtitle, is amended by adding at the end the 
following: 
‘‘(d) REGISTRATION
STATEMENT
FOR
ASSET-BACKED
SECURI-
TIES.—Not later than 180 days after the date of enactment of 
this subsection, the Commission shall issue rules relating to the 
registration statement required to be filed by any issuer of an 
asset-backed security (as that term is defined in section 3(a)(77) 
of the Securities Exchange Act of 1934) that require any issuer 
of an asset-backed security— 
‘‘(1) to perform a review of the assets underlying the asset- 
backed security; and 
‘‘(2) to disclose the nature of the review under paragraph 
(1).’’. 
SEC. 946. STUDY ON THE MACROECONOMIC EFFECTS OF RISK RETEN-
TION REQUIREMENTS. 
(a) STUDY REQUIRED.—The Chairman of the Financial Services 
Oversight Council shall carry out a study on the macroeconomic 
effects of the risk retention requirements under this subtitle, and 
the amendments made by this subtitle, with emphasis placed on 
potential beneficial effects with respect to stabilizing the real estate 
market. Such study shall include— 
(1) an analysis of the effects of risk retention on real 
estate asset price bubbles, including a retrospective estimate 
of what fraction of real estate losses may have been averted 
had such requirements been in force in recent years; 
(2) an analysis of the feasibility of minimizing real estate 
price bubbles by proactively adjusting the percentage of risk 
retention that must be borne by creditors and securitizers of 
real estate debt, as a function of regional or national market 
conditions; 
(3) a comparable analysis for proactively adjusting mort-
gage origination requirements; 
(4) an assessment of whether such proactive adjustments 
should be made by an independent regulator, or in a formulaic 
and transparent manner; 
(5) an assessment of whether such adjustments should 
take place independently or in concert with monetary policy; 
and 
(6) recommendations for implementation and enabling 
legislation. 
(b) REPORT.—Not later than the end of the 180-day period 
beginning on the date of the enactment of this title, the Chairman 
of the Financial Services Oversight Council shall issue a report 
to the Congress containing any findings and determinations made 
in carrying out the study required under subsection (a). 
Deadline. 
Regulations. 
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124 STAT. 1899 
PUBLIC LAW 111–203—JULY 21, 2010 
Subtitle E—Accountability and Executive 
Compensation 
SEC. 951. SHAREHOLDER VOTE ON EXECUTIVE COMPENSATION 
DISCLOSURES. 
The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) 
is amended by inserting after section 14 (15 U.S.C. 78n) the fol-
lowing: 
‘‘SEC. 14A. SHAREHOLDER APPROVAL OF EXECUTIVE COMPENSATION. 
‘‘(a) SEPARATE RESOLUTION REQUIRED.— 
‘‘(1) IN GENERAL.—Not less frequently than once every 3 
years, a proxy or consent or authorization for an annual or 
other meeting of the shareholders for which the proxy solicita-
tion rules of the Commission require compensation disclosure 
shall include a separate resolution subject to shareholder vote 
to approve the compensation of executives, as disclosed pursu-
ant to section 229.402 of title 17, Code of Federal Regulations, 
or any successor thereto. 
‘‘(2) FREQUENCY OF VOTE.—Not less frequently than once 
every 6 years, a proxy or consent or authorization for an annual 
or other meeting of the shareholders for which the proxy solici-
tation rules of the Commission require compensation disclosure 
shall include a separate resolution subject to shareholder vote 
to determine whether votes on the resolutions required under 
paragraph (1) will occur every 1, 2, or 3 years. 
‘‘(3) EFFECTIVE DATE.—The proxy or consent or authoriza-
tion for the first annual or other meeting of the shareholders 
occurring after the end of the 6-month period beginning on 
the date of enactment of this section shall include— 
‘‘(A) the resolution described in paragraph (1); and 
‘‘(B) a separate resolution subject to shareholder vote 
to determine whether votes on the resolutions required 
under paragraph (1) will occur every 1, 2, or 3 years. 
‘‘(b) SHAREHOLDER APPROVAL
OF GOLDEN PARACHUTE COM-
PENSATION.— 
‘‘(1) DISCLOSURE.—In any proxy or consent solicitation 
material (the solicitation of which is subject to the rules of 
the Commission pursuant to subsection (a)) for a meeting of 
the shareholders occurring after the end of the 6-month period 
beginning on the date of enactment of this section, at which 
shareholders are asked to approve an acquisition, merger, 
consolidation, or proposed sale or other disposition of all or 
substantially all the assets of an issuer, the person making 
such solicitation shall disclose in the proxy or consent solicita-
tion material, in a clear and simple form in accordance with 
regulations to be promulgated by the Commission, any agree-
ments or understandings that such person has with any named 
executive officers of such issuer (or of the acquiring issuer, 
if such issuer is not the acquiring issuer) concerning any type 
of compensation (whether present, deferred, or contingent) that 
is based on or otherwise relates to the acquisition, merger, 
consolidation, sale, or other disposition of all or substantially 
all of the assets of the issuer and the aggregate total of all 
such compensation that may (and the conditions upon which 
Regulations. 
Deadlines. 
15 USC 78n–1. 
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124 STAT. 1900 
PUBLIC LAW 111–203—JULY 21, 2010 
it may) be paid or become payable to or on behalf of such 
executive officer. 
‘‘(2) SHAREHOLDER
APPROVAL.—Any proxy or consent or 
authorization relating to the proxy or consent solicitation mate-
rial containing the disclosure required by paragraph (1) shall 
include a separate resolution subject to shareholder vote to 
approve such agreements or understandings and compensation 
as disclosed, unless such agreements or understandings have 
been subject to a shareholder vote under subsection (a). 
‘‘(c) RULE OF CONSTRUCTION.—The shareholder vote referred 
to in subsections (a) and (b) shall not be binding on the issuer 
or the board of directors of an issuer, and may not be construed— 
‘‘(1) as overruling a decision by such issuer or board of 
directors; 
‘‘(2) to create or imply any change to the fiduciary duties 
of such issuer or board of directors; 
‘‘(3) to create or imply any additional fiduciary duties for 
such issuer or board of directors; or 
‘‘(4) to restrict or limit the ability of shareholders to make 
proposals for inclusion in proxy materials related to executive 
compensation. 
‘‘(d) DISCLOSURE
OF VOTES.—Every institutional investment 
manager subject to section 13(f) shall report at least annually 
how it voted on any shareholder vote pursuant to subsections (a) 
and (b), unless such vote is otherwise required to be reported 
publicly by rule or regulation of the Commission. 
‘‘(e) EXEMPTION.—The Commission may, by rule or order, 
exempt an issuer or class of issuers from the requirement under 
subsection (a) or (b). In determining whether to make an exemption 
under this subsection, the Commission shall take into account, 
among other considerations, whether the requirements under sub-
sections (a) and (b) disproportionately burdens small issuers.’’. 
SEC. 952. COMPENSATION COMMITTEE INDEPENDENCE. 
(a) IN GENERAL.—The Securities Exchange Act of 1934 (15 
U.S.C. 78 et seq.) is amended by inserting after section 10B, as 
added by section 753, the following: 
‘‘SEC. 10C. COMPENSATION COMMITTEES. 
‘‘(a) INDEPENDENCE OF COMPENSATION COMMITTEES.— 
‘‘(1) LISTING STANDARDS.—The Commission shall, by rule, 
direct the national securities exchanges and national securities 
associations to prohibit the listing of any equity security of 
an issuer, other than an issuer that is a controlled company, 
limited partnership, company in bankruptcy proceedings, open- 
ended management investment company that is registered 
under the Investment Company Act of 1940, or a foreign private 
issuer that provides annual disclosures to shareholders of the 
reasons that the foreign private issuer does not have an inde-
pendent compensation committee, that does not comply with 
the requirements of this subsection. 
‘‘(2) INDEPENDENCE OF COMPENSATION COMMITTEES.—The 
rules of the Commission under paragraph (1) shall require 
that each member of the compensation committee of the board 
of directors of an issuer be— 
‘‘(A) a member of the board of directors of the issuer; 
and 
‘‘(B) independent. 
Regulations. 
15 USC 78j–3. 
Reports. 
Deadline. 
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124 STAT. 1901 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(3) INDEPENDENCE.—The rules of the Commission under 
paragraph (1) shall require that, in determining the definition 
of the term ‘independence’ for purposes of paragraph (2), the 
national securities exchanges and the national securities 
associations shall consider relevant factors, including— 
‘‘(A) the source of compensation of a member of the 
board of directors of an issuer, including any consulting, 
advisory, or other compensatory fee paid by the issuer 
to such member of the board of directors; and 
‘‘(B) whether a member of the board of directors of 
an issuer is affiliated with the issuer, a subsidiary of the 
issuer, or an affiliate of a subsidiary of the issuer. 
‘‘(4) EXEMPTION AUTHORITY.—The rules of the Commission 
under paragraph (1) shall permit a national securities exchange 
or a national securities association to exempt a particular rela-
tionship from the requirements of paragraph (2), with respect 
to the members of a compensation committee, as the national 
securities exchange or national securities association deter-
mines is appropriate, taking into consideration the size of an 
issuer and any other relevant factors. 
‘‘(b) INDEPENDENCE
OF
COMPENSATION
CONSULTANTS
AND 
OTHER COMPENSATION COMMITTEE ADVISERS.— 
‘‘(1) IN GENERAL.—The compensation committee of an issuer 
may only select a compensation consultant, legal counsel, or 
other adviser to the compensation committee after taking into 
consideration the factors identified by the Commission under 
paragraph (2). 
‘‘(2) RULES.—The Commission shall identify factors that 
affect the independence of a compensation consultant, legal 
counsel, or other adviser to a compensation committee of an 
issuer. Such factors shall be competitively neutral among cat-
egories of consultants, legal counsel, or other advisers and 
preserve the ability of compensation committees to retain the 
services of members of any such category, and shall include— 
‘‘(A) the provision of other services to the issuer by 
the person that employs the compensation consultant, legal 
counsel, or other adviser; 
‘‘(B) the amount of fees received from the issuer by 
the person that employs the compensation consultant, legal 
counsel, or other adviser, as a percentage of the total 
revenue of the person that employs the compensation 
consultant, legal counsel, or other adviser; 
‘‘(C) the policies and procedures of the person that 
employs the compensation consultant, legal counsel, or 
other adviser that are designed to prevent conflicts of 
interest; 
‘‘(D) any business or personal relationship of the com-
pensation consultant, legal counsel, or other adviser with 
a member of the compensation committee; and 
‘‘(E) any stock of the issuer owned by the compensation 
consultant, legal counsel, or other adviser. 
‘‘(c) COMPENSATION COMMITTEE AUTHORITY RELATING TO COM-
PENSATION CONSULTANTS.— 
‘‘(1) AUTHORITY TO RETAIN COMPENSATION CONSULTANT.— 
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124 STAT. 1902 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(A) IN GENERAL.—The compensation committee of an 
issuer, in its capacity as a committee of the board of direc-
tors, may, in its sole discretion, retain or obtain the advice 
of a compensation consultant. 
‘‘(B) DIRECT RESPONSIBILITY OF COMPENSATION COM-
MITTEE.—The compensation committee of an issuer shall 
be directly responsible for the appointment, compensation, 
and oversight of the work of a compensation consultant. 
‘‘(C) RULE OF CONSTRUCTION.—This paragraph may not 
be construed— 
‘‘(i) to require the compensation committee to 
implement or act consistently with the advice or rec-
ommendations of the compensation consultant; or 
‘‘(ii) to affect the ability or obligation of a com-
pensation committee to exercise its own judgment in 
fulfillment of the duties of the compensation com-
mittee. 
‘‘(2) DISCLOSURE.—In any proxy or consent solicitation 
material for an annual meeting of the shareholders (or a special 
meeting in lieu of the annual meeting) occurring on or after 
the date that is 1 year after the date of enactment of this 
section, each issuer shall disclose in the proxy or consent mate-
rial, in accordance with regulations of the Commission, 
whether— 
‘‘(A) the compensation committee of the issuer retained 
or obtained the advice of a compensation consultant; and 
‘‘(B) the work of the compensation consultant has 
raised any conflict of interest and, if so, the nature of 
the conflict and how the conflict is being addressed. 
‘‘(d) AUTHORITY TO ENGAGE INDEPENDENT LEGAL COUNSEL AND 
OTHER ADVISERS.— 
‘‘(1) IN
GENERAL.—The compensation committee of an 
issuer, in its capacity as a committee of the board of directors, 
may, in its sole discretion, retain and obtain the advice of 
independent legal counsel and other advisers. 
‘‘(2) DIRECT
RESPONSIBILITY
OF
COMPENSATION
COM-
MITTEE.—The compensation committee of an issuer shall be 
directly responsible for the appointment, compensation, and 
oversight of the work of independent legal counsel and other 
advisers. 
‘‘(3) RULE OF CONSTRUCTION.—This subsection may not be 
construed— 
‘‘(A) to require a compensation committee to implement 
or act consistently with the advice or recommendations 
of independent legal counsel or other advisers under this 
subsection; or 
‘‘(B) to affect the ability or obligation of a compensation 
committee to exercise its own judgment in fulfillment of 
the duties of the compensation committee. 
‘‘(e) COMPENSATION
OF COMPENSATION CONSULTANTS, INDE-
PENDENT LEGAL COUNSEL, AND OTHER ADVISERS.—Each issuer shall 
provide for appropriate funding, as determined by the compensation 
committee in its capacity as a committee of the board of directors, 
for payment of reasonable compensation— 
‘‘(1) to a compensation consultant; and 
‘‘(2) to independent legal counsel or any other adviser to 
the compensation committee. 
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124 STAT. 1903 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(f) COMMISSION RULES.— 
‘‘(1) IN GENERAL.—Not later than 360 days after the date 
of enactment of this section, the Commission shall, by rule, 
direct the national securities exchanges and national securities 
associations to prohibit the listing of any security of an issuer 
that is not in compliance with the requirements of this section. 
‘‘(2) OPPORTUNITY
TO
CURE
DEFECTS.—The rules of the 
Commission under paragraph (1) shall provide for appropriate 
procedures for an issuer to have a reasonable opportunity to 
cure any defects that would be the basis for the prohibition 
under paragraph (1), before the imposition of such prohibition. 
‘‘(3) EXEMPTION AUTHORITY.— 
‘‘(A) IN GENERAL.—The rules of the Commission under 
paragraph (1) shall permit a national securities exchange 
or a national securities association to exempt a category 
of issuers from the requirements under this section, as 
the national securities exchange or the national securities 
association determines is appropriate. 
‘‘(B) CONSIDERATIONS.—In determining appropriate 
exemptions under subparagraph (A), the national securities 
exchange or the national securities association shall take 
into account the potential impact of the requirements of 
this section on smaller reporting issuers. 
‘‘(g) CONTROLLED COMPANY EXEMPTION.— 
‘‘(1) IN GENERAL.—This section shall not apply to any con-
trolled company. 
‘‘(2) DEFINITION.—For purposes of this section, the term 
‘controlled company’ means an issuer— 
‘‘(A) that is listed on a national securities exchange 
or by a national securities association; and 
‘‘(B) that holds an election for the board of directors 
of the issuer in which more than 50 percent of the voting 
power is held by an individual, a group, or another issuer.’’. 
(b) STUDY AND REPORT.— 
(1) STUDY.—The Securities and Exchange Commission shall 
conduct a study and review of the use of compensation consult-
ants and the effects of such use. 
(2) REPORT.—Not later than 2 years after the date of the 
enactment of this Act, the Commission shall submit a report 
to Congress on the results of the study and review required 
by this subsection. 
SEC. 953. EXECUTIVE COMPENSATION DISCLOSURES. 
(a) DISCLOSURE
OF PAY VERSUS PERFORMANCE.—Section 14 
of the Securities Exchange Act of 1934 (15 U.S.C. 78n), as amended 
by this title, is amended by adding at the end the following: 
‘‘(i) DISCLOSURE OF PAY VERSUS PERFORMANCE.—The Commis-
sion shall, by rule, require each issuer to disclose in any proxy 
or consent solicitation material for an annual meeting of the share-
holders of the issuer a clear description of any compensation 
required to be disclosed by the issuer under section 229.402 of 
title 17, Code of Federal Regulations (or any successor thereto), 
including information that shows the relationship between executive 
compensation actually paid and the financial performance of the 
issuer, taking into account any change in the value of the shares 
of stock and dividends of the issuer and any distributions. The 
Regulations. 
Procedures. 
Deadline. 
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124 STAT. 1904 
PUBLIC LAW 111–203—JULY 21, 2010 
disclosure under this subsection may include a graphic representa-
tion of the information required to be disclosed.’’. 
(b) ADDITIONAL DISCLOSURE REQUIREMENTS.— 
(1) IN
GENERAL.—The Commission shall amend section 
229.402 of title 17, Code of Federal Regulations, to require 
each issuer to disclose in any filing of the issuer described 
in section 229.10(a) of title 17, Code of Federal Regulations 
(or any successor thereto)— 
(A) the median of the annual total compensation of 
all employees of the issuer, except the chief executive officer 
(or any equivalent position) of the issuer; 
(B) the annual total compensation of the chief executive 
officer (or any equivalent position) of the issuer; and 
(C) the ratio of the amount described in subparagraph 
(A) to the amount described in subparagraph (B). 
(2) TOTAL COMPENSATION.—For purposes of this subsection, 
the total compensation of an employee of an issuer shall be 
determined in accordance with section 229.402(c)(2)(x) of title 
17, Code of Federal Regulations, as in effect on the day before 
the date of enactment of this Act. 
SEC. 954. RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION. 
The Securities Exchange Act of 1934 is amended by inserting 
after section 10C, as added by section 952, the following: 
‘‘SEC. 10D. RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION 
POLICY. 
‘‘(a) LISTING STANDARDS.—The Commission shall, by rule, direct 
the national securities exchanges and national securities associa-
tions to prohibit the listing of any security of an issuer that does 
not comply with the requirements of this section. 
‘‘(b) RECOVERY OF FUNDS.—The rules of the Commission under 
subsection (a) shall require each issuer to develop and implement 
a policy providing— 
‘‘(1) for disclosure of the policy of the issuer on incentive- 
based compensation that is based on financial information 
required to be reported under the securities laws; and 
‘‘(2) that, in the event that the issuer is required to prepare 
an accounting restatement due to the material noncompliance 
of the issuer with any financial reporting requirement under 
the securities laws, the issuer will recover from any current 
or former executive officer of the issuer who received incentive- 
based compensation (including stock options awarded as com-
pensation) during the 3-year period preceding the date on which 
the issuer is required to prepare an accounting restatement, 
based on the erroneous data, in excess of what would have 
been paid to the executive officer under the accounting restate-
ment.’’. 
SEC. 955. DISCLOSURE REGARDING EMPLOYEE AND DIRECTOR 
HEDGING. 
Section 14 of the Securities Exchange Act of 1934 (15 U.S.C. 
78n), as amended by this title, is amended by adding at the end 
the following: 
‘‘(j) DISCLOSURE OF HEDGING BY EMPLOYEES AND DIRECTORS.— 
The Commission shall, by rule, require each issuer to disclose 
in any proxy or consent solicitation material for an annual meeting 
of the shareholders of the issuer whether any employee or member 
Regulations. 
Regulations. 
15 USC 78j–4. 
Regulations. 
15 USC 78l note. 
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124 STAT. 1905 
PUBLIC LAW 111–203—JULY 21, 2010 
of the board of directors of the issuer, or any designee of such 
employee or member, is permitted to purchase financial instruments 
(including prepaid variable forward contracts, equity swaps, collars, 
and exchange funds) that are designed to hedge or offset any 
decrease in the market value of equity securities— 
‘‘(1) granted to the employee or member of the board of 
directors by the issuer as part of the compensation of the 
employee or member of the board of directors; or 
‘‘(2) held, directly or indirectly, by the employee or member 
of the board of directors.’’. 
SEC. 956. ENHANCED COMPENSATION STRUCTURE REPORTING. 
(a) ENHANCED DISCLOSURE AND REPORTING OF COMPENSATION 
ARRANGEMENTS.— 
(1) IN GENERAL.—Not later than 9 months after the date 
of enactment of this title, the appropriate Federal regulators 
jointly shall prescribe regulations or guidelines to require each 
covered financial institution to disclose to the appropriate Fed-
eral regulator the structures of all incentive-based compensa-
tion arrangements offered by such covered financial institutions 
sufficient to determine whether the compensation structure— 
(A) provides an executive officer, employee, director, 
or principal shareholder of the covered financial institution 
with excessive compensation, fees, or benefits; or 
(B) could lead to material financial loss to the covered 
financial institution. 
(2) RULES OF CONSTRUCTION.—Nothing in this section shall 
be construed as requiring the reporting of the actual compensa-
tion of particular individuals. Nothing in this section shall 
be construed to require a covered financial institution that 
does not have an incentive-based payment arrangement to 
make the disclosures required under this subsection. 
(b) PROHIBITION ON CERTAIN COMPENSATION ARRANGEMENTS.— 
Not later than 9 months after the date of enactment of this title, 
the appropriate Federal regulators shall jointly prescribe regula-
tions or guidelines that prohibit any types of incentive-based pay-
ment arrangement, or any feature of any such arrangement, that 
the regulators determine encourages inappropriate risks by covered 
financial institutions— 
(1) by providing an executive officer, employee, director, 
or principal shareholder of the covered financial institution 
with excessive compensation, fees, or benefits; or 
(2) that could lead to material financial loss to the covered 
financial institution. 
(c) STANDARDS.—The appropriate Federal regulators shall— 
(1) ensure that any standards for compensation established 
under subsections (a) or (b) are comparable to the standards 
established under section of the Federal Deposit Insurance 
Act (12 U.S.C. 2 1831p–1) for insured depository institutions; 
and 
(2) in establishing such standards under such subsections, 
take into consideration the compensation standards described 
in section 39(c) of the Federal Deposit Insurance Act (12 U.S.C. 
1831p– 9 1(c)). 
(d) ENFORCEMENT.—The provisions of this section and the regu-
lations issued under this section shall be enforced under section 
Deadline. 
Regulations. 
Deadline. 
Regulations. 
12 USC 5641. 
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124 STAT. 1906 
PUBLIC LAW 111–203—JULY 21, 2010 
505 of the Gramm-Leach-Bliley Act and, for purposes of such sec-
tion, a violation of this section or such regulations shall be treated 
as a violation of subtitle A of title V of such Act. 
(e) DEFINITIONS.—As used in this section— 
(1) the term ‘‘appropriate Federal regulator’’ means the 
Board of Governors of the Federal Reserve System, the Office 
of the Comptroller of the Currency, the Board of Directors 
of the Federal Deposit Insurance Corporation, the Director 
of the Office of Thrift Supervision, the National Credit Union 
Administration Board, the Securities and Exchange Commis-
sion, the Federal Housing Finance Agency; and 
(2) the term ‘‘covered financial institution’’ means— 
(A) a depository institution or depository institution 
holding company, as such terms are defined in section 
3 of the Federal Deposit Insurance Act (12 U.S.C. 1813); 
(B) a broker-dealer registered under section 15 of the 
Securities Exchange Act of 1934 (15 U.S.C. 78o); 
(C) a credit union, as described in section 19(b)(1)(A)(iv) 
of the Federal Reserve Act; 
(D) an investment advisor, as such term is defined 
in section 202(a)(11) of the Investment Advisers Act of 
1940 (15 U.S.C. 80b-2(a)(11)); 
(E) the Federal National Mortgage Association; 
(F) the Federal Home Loan Mortgage Corporation; and 
(G) any other financial institution that the appropriate 
Federal regulators, jointly, by rule, determine should be 
treated as a covered financial institution for purposes of 
this section. 
(f) EXEMPTION
FOR CERTAIN FINANCIAL INSTITUTIONS.—The 
requirements of this section shall not apply to covered financial 
institutions with assets of less than $1,000,000,000. 
SEC. 957. VOTING BY BROKERS. 
Section 6(b) of the Securities Exchange Act of 1934 (15 U.S.C. 
78f(b)) is amended— 
(1) in paragraph (9)— 
(A) in subparagraph (A), by redesignating clauses (i) 
through (v) as subclauses (I) through (V), respectively, and 
adjusting the margins accordingly; 
(B) by redesignating subparagraphs (A) through (D) 
as clauses (i) through (iv), respectively, and adjusting the 
margins accordingly; 
(C) by inserting ‘‘(A)’’ after ‘‘(9)’’; and 
(D) in the matter immediately following clause (iv), 
as so redesignated, by striking ‘‘As used’’ and inserting 
the following: 
‘‘(B) As used’’. 
(2) by adding at the end the following: 
‘‘(10)(A) The rules of the exchange prohibit any member 
that is not the beneficial owner of a security registered under 
section 12 from granting a proxy to vote the security in connec-
tion with a shareholder vote described in subparagraph (B), 
unless the beneficial owner of the security has instructed the 
member to vote the proxy in accordance with the voting instruc-
tions of the beneficial owner. 
‘‘(B) A shareholder vote described in this subparagraph 
is a shareholder vote with respect to the election of a member 
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124 STAT. 1907 
PUBLIC LAW 111–203—JULY 21, 2010 
of the board of directors of an issuer, executive compensation, 
or any other significant matter, as determined by the Commis-
sion, by rule, and does not include a vote with respect to 
the uncontested election of a member of the board of directors 
of any investment company registered under the Investment 
Company Act of 1940 (15 U.S.C. 80b–1 et seq.). 
‘‘(C) Nothing in this paragraph shall be construed to pro-
hibit a national securities exchange from prohibiting a member 
that is not the beneficial owner of a security registered under 
section 12 from granting a proxy to vote the security in connec-
tion with a shareholder vote not described in subparagraph 
(A).’’. 
Subtitle F—Improvements to the Manage-
ment of the Securities and Exchange 
Commission 
SEC. 961. REPORT AND CERTIFICATION OF INTERNAL SUPERVISORY 
CONTROLS. 
(a) ANNUAL REPORTS AND CERTIFICATION.—Not later than 90 
days after the end of each fiscal year, the Commission shall submit 
a report to the Committee on Banking, Housing, and Urban Affairs 
of the Senate and the Committee on Financial Services of the 
House of Representatives on the conduct by the Commission of 
examinations of registered entities, enforcement investigations, and 
review of corporate financial securities filings. 
(b) CONTENTS OF REPORTS.—Each report under subsection (a) 
shall contain— 
(1) an assessment, as of the end of the most recent fiscal 
year, of the effectiveness of— 
(A) the internal supervisory controls of the Commis-
sion; and 
(B) the procedures of the Commission applicable to 
the staff of the Commission who perform examinations 
of registered entities, enforcement investigations, and 
reviews of corporate financial securities filings; 
(2) a certification that the Commission has adequate 
internal supervisory controls to carry out the duties of the 
Commission described in paragraph (1)(B); and 
(3) a summary by the Comptroller General of the United 
States of the review carried out under subsection (d). 
(c) CERTIFICATION.— 
(1) SIGNATURE.—The certification under subsection (b)(2) 
shall be signed by the Director of the Division of Enforcement, 
the Director of the Division of Corporation Finance, and the 
Director of the Office of Compliance Inspections and Examina-
tions (or the head of any successor division or office). 
(2) CONTENT OF CERTIFICATION.—Each individual described 
in paragraph (1) shall certify that the individual— 
(A) is directly responsible for establishing and 
maintaining the internal supervisory controls of the Divi-
sion or Office of which the individual is the head; 
(B) is knowledgeable about the internal supervisory 
controls of the Division or Office of which the individual 
is the head; 
15 USC 78d–6. 
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124 STAT. 1908 
PUBLIC LAW 111–203—JULY 21, 2010 
(C) has evaluated the effectiveness of the internal 
supervisory controls during the 90-day period ending on 
the final day of the fiscal year to which the report relates; 
and 
(D) has disclosed to the Commission any significant 
deficiencies in the design or operation of internal super-
visory controls that could adversely affect the ability of 
the Division or Office to consistently conduct inspections, 
or investigations, or reviews of filings with professional 
competence and integrity. 
(d) NEW DIRECTOR
OR ACTING DIRECTOR.—Notwithstanding 
subsection (a), if the Director of the Division of Enforcement, the 
Director of the Division of Corporate Finance, or the Director of 
the Office of Compliance Inspections and Examinations has served 
as Director of the Division or Office for less than 90 days on 
the date on which a report is required to be submitted under 
subsection (a), the Commission may submit the report on the date 
on which the Director has served as Director for 90 days. If there 
is no Director of the Division of Enforcement, the Division of Cor-
porate Finance, or the Office of Compliance Inspections and 
Examinations, on the date on which a report is required to be 
submitted under subsection (a), the Acting Director of the Division 
or Office may make the certification required under subsection 
(c). 
(e) REVIEW BY THE COMPTROLLER GENERAL.— 
(1) REPORT.—The Comptroller General of the United States 
shall submit to the Committee on Banking, Housing, and Urban 
Affairs of the Senate and the Committee on Financial Services 
of the House of Representatives a report that contains a review 
of the adequacy and effectiveness of the internal supervisory 
control structure and procedures described in subsection (b)(1), 
not less frequently than once every 3 years, at a time to 
coincide with the publication of the reports of the Commission 
under this section. 
(2) AUTHORITY TO HIRE EXPERTS.—The Comptroller General 
of the United States may hire independent consultants with 
specialized expertise in any area relevant to the duties of 
the Comptroller General described in this section, in order 
to assist the Comptroller General in carrying out such duties. 
SEC. 962. TRIENNIAL REPORT ON PERSONNEL MANAGEMENT. 
(a) TRIENNIAL REPORT REQUIRED.—Once every 3 years, the 
Comptroller General of the United States shall submit a report 
to the Committee on Banking, Housing, and Urban Affairs of the 
Senate and the Committee on Financial Services of the House 
of Representatives on the quality of personnel management by 
the Commission. 
(b) CONTENTS OF REPORT.—Each report under subsection (a) 
shall include— 
(1) an evaluation of— 
(A) the effectiveness of supervisors in using the skills, 
talents, and motivation of the employees of the Commission 
to achieve the goals of the Commission; 
(B) the criteria for promoting employees of the Commis-
sion to supervisory positions; 
(C) the fairness of the application of the promotion 
criteria to the decisions of the Commission; 
15 USC 78d–7. 
Time period. 
Time period. 
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124 STAT. 1909 
PUBLIC LAW 111–203—JULY 21, 2010 
(D) the competence of the professional staff of the 
Commission; 
(E) the efficiency of communication between the units 
of the Commission regarding the work of the Commission 
(including communication between divisions and between 
subunits of a division) and the efforts by the Commission 
to promote such communication; 
(F) the turnover within subunits of the Commission, 
including the consideration of supervisors whose subordi-
nates have an unusually high rate of turnover; 
(G) whether there are excessive numbers of low-level, 
mid-level, or senior-level managers; 
(H) any initiatives of the Commission that increase 
the competence of the staff of the Commission; 
(I) the actions taken by the Commission regarding 
employees of the Commission who have failed to perform 
their duties and circumstances under which the Commis-
sion has issued to employees a notice of termination; and 
(J) such other factors relating to the management of 
the Commission as the Comptroller General determines 
are appropriate; 
(2) an evaluation of any improvements made with respect 
to the areas described in paragraph (1) since the date of submis-
sion of the previous report; and 
(3) recommendations for how the Commission can use the 
human resources of the Commission more effectively and effi-
ciently to carry out the mission of the Commission. 
(c) CONSULTATION.—In preparing the report under subsection 
(a), the Comptroller General shall consult with current employees 
of the Commission, retired employees and other former employees 
of the Commission, the Inspector General of the Commission, per-
sons that have business before the Commission, any union rep-
resenting the employees of the Commission, private management 
consultants, academics, and any other source that the Comptroller 
General deems appropriate. 
(d) REPORT
BY COMMISSION.—Not later than 90 days after 
the date on which the Comptroller General submits each report 
under subsection (a), the Commission shall submit to the Committee 
on Banking, Housing, and Urban Affairs of the Senate and the 
Committee on Financial Services of the House of Representatives 
a report describing the actions taken by the Commission in response 
to the recommendations contained in the report under subsection 
(a). 
(e) REIMBURSEMENTS FOR COST OF REPORTS.— 
(1) REIMBURSEMENTS
REQUIRED.—The Commission shall 
reimburse the Government Accountability Office for the full 
cost of making the reports under this section, as billed therefor 
by the Comptroller General. 
(2) CREDITING
AND
USE
OF
REIMBURSEMENTS.—Such 
reimbursements shall— 
(A) be credited to the appropriation account ‘‘Salaries 
and Expenses, Government Accountability Office’’ current 
when the payment is received; and 
(B) remain available until expended. 
(f) AUTHORITY
TO HIRE EXPERTS.—The Comptroller General 
of the United States may hire independent consultants with special-
ized expertise in any area relevant to the duties of the Comptroller 
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124 STAT. 1910 
PUBLIC LAW 111–203—JULY 21, 2010 
General described in this section, in order to assist the Comptroller 
General in carrying out such duties. 
SEC. 963. ANNUAL FINANCIAL CONTROLS AUDIT. 
(a) REPORTS OF COMMISSION.— 
(1) ANNUAL REPORTS REQUIRED.—Not later than 6 months 
after the end of each fiscal year, the Commission shall publish 
and submit to Congress a report that— 
(A) describes the responsibility of the management of 
the Commission for establishing and maintaining an ade-
quate internal control structure and procedures for finan-
cial reporting; and 
(B) contains an assessment of the effectiveness of the 
internal control structure and procedures for financial 
reporting of the Commission during that fiscal year. 
(2) ATTESTATION.—The reports required under paragraph 
(1) shall be attested to by the Chairman and chief financial 
officer of the Commission. 
(b) REPORT BY COMPTROLLER GENERAL.— 
(1) REPORT REQUIRED.—Not later than 6 months after the 
end of the first fiscal year after the date of enactment of 
this Act, the Comptroller General of the United States shall 
submit a report to Congress that assesses— 
(A) the effectiveness of the internal control structure 
and procedures of the Commission for financial reporting; 
and 
(B) the assessment of the Commission under subsection 
(a)(1)(B). 
(2) ATTESTATION.—The Comptroller General shall attest 
to, and report on, the assessment made by the Commission 
under subsection (a). 
(c) REIMBURSEMENTS FOR COST OF REPORTS.— 
(1) REIMBURSEMENTS
REQUIRED.—The Commission shall 
reimburse the Government Accountability Office for the full 
cost of making the reports under subsection (b), as billed 
therefor by the Comptroller General. 
(2) CREDITING
AND
USE
OF
REIMBURSEMENTS.—Such 
reimbursements shall— 
(A) be credited to the appropriation account ‘‘Salaries 
and Expenses, Government Accountability Office’’ current 
when the payment is received; and 
(B) remain available until expended. 
SEC. 964. REPORT ON OVERSIGHT OF NATIONAL SECURITIES ASSOCIA-
TIONS. 
(a) REPORT REQUIRED.—Not later than 2 years after the date 
of enactment of this Act, and every 3 years thereafter, the Comp-
troller General of the United States shall submit to the Committee 
on Banking, Housing, and Urban Affairs of the Senate and the 
Committee on Financial Services of the House of Representatives 
a report that includes an evaluation of the oversight by the Commis-
sion of national securities associations registered under section 
15A of the Securities Exchange Act of 1934 (15 U.S.C. 78o–3) 
with respect to— 
(1) the governance of such national securities associations, 
including the identification and management of conflicts of 
interest by such national securities associations, together with 
an analysis of the impact of any conflicts of interest on the 
15 USC 78d–9. 
15 USC 78d–8. 
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124 STAT. 1911 
PUBLIC LAW 111–203—JULY 21, 2010 
regulatory enforcement or rulemaking by such national securi-
ties associations; 
(2) the examinations carried out by the national securities 
associations, including the expertise of the examiners; 
(3) the executive compensation practices of such national 
securities associations; 
(4) the arbitration services provided by the national securi-
ties associations; 
(5) the review performed by national securities associations 
of advertising by the members of the national securities associa-
tions; 
(6) the cooperation with and assistance to State securities 
administrators by the national securities associations to pro-
mote investor protection; 
(7) how the funding of national securities associations is 
used to support the mission of the national securities associa-
tions, including— 
(A) the methods of funding; 
(B) the sufficiency of funds; 
(C) how funds are invested by the national securities 
association pending use; and 
(D) the impact of the methods, sufficiency, and invest-
ment of funds on regulatory enforcement by the national 
securities associations; 
(8) the policies regarding the employment of former 
employees of national securities associations by regulated enti-
ties; 
(9) the ongoing effectiveness of the rules of the national 
securities associations in achieving the goals of the rules; 
(10) the transparency of governance and activities of the 
national securities associations; and 
(11) any other issue that has an impact, as determined 
by the Comptroller General, on the effectiveness of such 
national securities associations in performing their mission and 
in dealing fairly with investors and members; 
(b) REIMBURSEMENTS FOR COST OF REPORTS.— 
(1) REIMBURSEMENTS
REQUIRED.—The Commission shall 
reimburse the Government Accountability Office for the full 
cost of making the reports under subsection (a), as billed 
therefor by the Comptroller General. 
(2) CREDITING
AND
USE
OF
REIMBURSEMENTS.—Such 
reimbursements shall— 
(A) be credited to the appropriation account ‘‘Salaries 
and Expenses, Government Accountability Office’’ current 
when the payment is received; and 
(B) remain available until expended. 
SEC. 965. COMPLIANCE EXAMINERS. 
Section 4 of the Securities Exchange Act of 1934 (15 U.S.C. 
78d) is amended by adding at the end the following: 
‘‘(h) EXAMINERS.— 
‘‘(1) DIVISION OF TRADING AND MARKETS.—The Division of 
Trading and Markets of the Commission, or any successor 
organizational unit, shall have a staff of examiners who shall— 
‘‘(A) perform compliance inspections and examinations 
of entities under the jurisdiction of that Division; and 
‘‘(B) report to the Director of that Division. 
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124 STAT. 1912 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(2) DIVISION OF INVESTMENT MANAGEMENT.—The Division 
of Investment Management of the Commission, or any successor 
organizational unit, shall have a staff of examiners who shall— 
‘‘(A) perform compliance inspections and examinations 
of entities under the jurisdiction of that Division; and 
‘‘(B) report to the Director of that Division.’’. 
SEC. 966. SUGGESTION PROGRAM FOR EMPLOYEES OF THE COMMIS-
SION. 
The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) 
is amended by inserting after section 4C (15 U.S.C. 78d–3) the 
following: 
‘‘SEC. 4D. ADDITIONAL DUTIES OF INSPECTOR GENERAL. 
‘‘(a) SUGGESTION SUBMISSIONS BY COMMISSION EMPLOYEES.— 
‘‘(1) HOTLINE ESTABLISHED.—The Inspector General of the 
Commission shall establish and maintain a telephone hotline 
or other electronic means for the receipt of— 
‘‘(A) suggestions by employees of the Commission for 
improvements in the work efficiency, effectiveness, and 
productivity, and the use of the resources, of the Commis-
sion; and 
‘‘(B) allegations by employees of the Commission of 
waste, abuse, misconduct, or mismanagement within the 
Commission. 
‘‘(2) CONFIDENTIALITY.—The Inspector General shall main-
tain as confidential— 
‘‘(A) the identity of any individual who provides 
information by the means established under paragraph 
(1), unless the individual requests otherwise, in writing; 
and 
‘‘(B) at the request of any such individual, any specific 
information provided by the individual. 
‘‘(b) CONSIDERATION OF REPORTS.—The Inspector General shall 
consider any suggestions or allegations received by the means estab-
lished under subsection (a)(1), and shall recommend appropriate 
action in relation to such suggestions or allegations. 
‘‘(c) RECOGNITION.—The Inspector General may recognize any 
employee who makes a suggestion under subsection (a)(1) (or by 
other means) that would or does— 
‘‘(1) increase the work efficiency, effectiveness, or produc-
tivity of the Commission; or 
‘‘(2) reduce waste, abuse, misconduct, or mismanagement 
within the Commission. 
‘‘(d) REPORT.—The Inspector General of the Commission shall 
submit to Congress an annual report containing a description of— 
‘‘(1) the nature, number, and potential benefits of any 
suggestions received under subsection (a); 
‘‘(2) the nature, number, and seriousness of any allegations 
received under subsection (a); 
‘‘(3) any recommendations made or actions taken by the 
Inspector General in response to substantiated allegations 
received under subsection (a); and 
‘‘(4) any action the Commission has taken in response 
to suggestions or allegations received under subsection (a). 
‘‘(e) FUNDING.—The activities of the Inspector General under 
this subsection shall be funded by the Securities and Exchange 
15 USC 78d–4. 
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124 STAT. 1913 
PUBLIC LAW 111–203—JULY 21, 2010 
Commission Investor Protection Fund established under section 
21F.’’. 
SEC. 967. COMMISSION ORGANIZATIONAL STUDY AND REFORM. 
(a) STUDY REQUIRED.— 
(1) IN GENERAL.—Not later than the end of the 90-day 
period beginning on the date of the enactment of this subtitle, 
the Securities and Exchange Commission (hereinafter in this 
section referred to as the ‘‘SEC’’) shall hire an independent 
consultant of high caliber and with expertise in organizational 
restructuring and the operations of capital markets to examine 
the internal operations, structure, funding, and the need for 
comprehensive reform of the SEC, as well as the SEC’s relation-
ship with and the reliance on self-regulatory organizations and 
other entities relevant to the regulation of securities and the 
protection of securities investors that are under the SEC’s 
oversight. 
(2) SPECIFIC AREAS FOR STUDY.—The study required under 
paragraph (1) shall, at a minimum, include the study of— 
(A) the possible elimination of unnecessary or redun-
dant units at the SEC; 
(B) improving communications between SEC offices 
and divisions; 
(C) the need to put in place a clear chain-of-command 
structure, particularly for enforcement examinations and 
compliance inspections; 
(D) the effect of high-frequency trading and other 
technological advances on the market and what the SEC 
requires to monitor the effect of such trading and advances 
on the market; 
(E) the SEC’s hiring authorities, workplace policies, 
and personal practices, including— 
(i) whether there is a need to further streamline 
hiring authorities for those who are not lawyers, 
accountants, compliance examiners, or economists; 
(ii) whether there is a need for further pay reforms; 
(iii) the diversity of skill sets of SEC employees 
and whether the present skill set diversity efficiently 
and effectively fosters the SEC’s mission of investor 
protection; and 
(iv) the application of civil service laws by the 
SEC; 
(F) whether the SEC’s oversight and reliance on self- 
regulatory organizations promotes efficient and effective 
governance for the securities markets; and 
(G) whether adjusting the SEC’s reliance on self-regu-
latory organizations is necessary to promote more efficient 
and effective governance for the securities markets. 
(b) CONSULTANT REPORT.—Not later than the end of the 150- 
day period after being retained, the independent consultant hired 
pursuant to subsection (a)(1) shall issue a report to the SEC and 
the Congress containing— 
(1) a detailed description of any findings and conclusions 
made while carrying out the study required under subsection 
(a)(1); and 
(2) recommendations for legislative, regulatory, or adminis-
trative action that the consultant determines appropriate to 
Deadline. 
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124 STAT. 1914 
PUBLIC LAW 111–203—JULY 21, 2010 
enable the SEC and other entities on which the consultant 
reports to perform their statutorily or otherwise mandated mis-
sions. 
(c) SEC REPORT.—Not later than the end of the 6-month period 
beginning on the date the consultant issues the report under sub-
section (b), and every 6-months thereafter during the 2-year period 
following the date on which the consultant issues such report, 
the SEC shall issue a report to the Committee on Financial Services 
of the House of Representatives and the Committee on Banking, 
Housing, and Urban Affairs of the Senate describing the SEC’s 
implementation of the regulatory and administrative recommenda-
tions contained in the consultant’s report. 
SEC. 968. STUDY ON SEC REVOLVING DOOR. 
(a) GOVERNMENT ACCOUNTABILITY OFFICE STUDY.—The Comp-
troller General of the United States shall conduct a study that 
will— 
(1) review the number of employees who leave the Securi-
ties and Exchange Commission to work for financial institutions 
regulated by such Commission; 
(2) determine how many employees who leave the Securities 
and Exchange Commission worked on cases that involved finan-
cial institutions regulated by such Commission; 
(3) review the length of time employees work for the Securi-
ties and Exchange Commission before leaving to be employed 
by financial institutions regulated by such Commission; 
(4) review existing internal controls and make rec-
ommendations on strengthening such controls to ensure that 
employees of the Securities and Exchange Commission who 
are later employed by financial institutions did not assist such 
institutions in violating any rules or regulations of the Commis-
sion during the course of their employment with such Commis-
sion; 
(5) determine if greater post-employment restrictions are 
necessary to prevent employees of the Securities and Exchange 
Commission from being employed by financial institutions after 
employment with such Commission; 
(6) determine if the volume of employees of the Securities 
and Exchange Commission who are later employed by financial 
institutions has led to inefficiencies in enforcement; 
(7) determine if employees of the Securities and Exchange 
Commission who are later employed by financial institutions 
assisted such institutions in circumventing Federal rules and 
regulations while employed by such Commission; 
(8) review any information that may address the volume 
of employees of the Securities and Exchange Commission who 
are later employed by financial institutions, and make rec-
ommendations to Congress; and 
(9) review other additional issues as may be raised during 
the course of the study conducted under this subsection. 
(b) REPORT.—Not later than 1 year after the date of the enact-
ment of this subtitle, the Comptroller General of the United States 
shall submit to the Committee on Financial Services of the House 
of Representatives and the Committee on Banking, Housing, and 
Urban Affairs of the Senate a report on the results of the study 
required by subsection (a). 
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124 STAT. 1915 
PUBLIC LAW 111–203—JULY 21, 2010 
Subtitle G—Strengthening Corporate 
Governance 
SEC. 971. PROXY ACCESS. 
(a) PROXY ACCESS.—Section 14(a) of the Securities Exchange 
Act of 1934 (15 U.S.C. 78n(a)) is amended— 
(1) by inserting ‘‘(1)’’ after ‘‘(a)’’; and 
(2) by adding at the end the following: 
‘‘(2) The rules and regulations prescribed by the Commission 
under paragraph (1) may include— 
‘‘(A) a requirement that a solicitation of proxy, consent, 
or authorization by (or on behalf of) an issuer include a nominee 
submitted by a shareholder to serve on the board of directors 
of the issuer; and 
‘‘(B) a requirement that an issuer follow a certain procedure 
in relation to a solicitation described in subparagraph (A).’’. 
(b) REGULATIONS.—The Commission may issue rules permitting 
the use by a shareholder of proxy solicitation materials supplied 
by an issuer of securities for the purpose of nominating individuals 
to membership on the board of directors of the issuer, under such 
terms and conditions as the Commission determines are in the 
interests of shareholders and for the protection of investors. 
(c) EXEMPTIONS.—The Commission may, by rule or order, 
exempt an issuer or class of issuers from the requirement made 
by this section or an amendment made by this section. In deter-
mining whether to make an exemption under this subsection, the 
Commission shall take into account, among other considerations, 
whether the requirement in the amendment made by subsection 
(a) disproportionately burdens small issuers. 
SEC. 972. DISCLOSURES REGARDING CHAIRMAN AND CEO STRUC-
TURES. 
The Securities Exchange Act of 1934 (15 U.S. C. 78a et seq.) 
is amended by inserting after section 14A, as added by this title, 
the following: 
‘‘SEC. 14B. CORPORATE GOVERNANCE. 
‘‘Not later than 180 days after the date of enactment of this 
subsection, the Commission shall issue rules that require an issuer 
to disclose in the annual proxy sent to investors the reasons why 
the issuer has chosen— 
‘‘(1) the same person to serve as chairman of the board 
of directors and chief executive officer (or in equivalent posi-
tions); or 
‘‘(2) different individuals to serve as chairman of the board 
of directors and chief executive officer (or in equivalent positions 
of the issuer).’’. 
Subtitle H—Municipal Securities 
SEC. 975. REGULATION OF MUNICIPAL SECURITIES AND CHANGES TO 
THE BOARD OF THE MSRB. 
(a) REGISTRATION
OF MUNICIPAL SECURITIES DEALERS
AND 
MUNICIPAL ADVISORS.—Section 15B(a) of the Securities Exchange 
Act of 1934 (15 U.S.C. 78o–4(a)) is amended— 
Deadline. 
Regulations. 
15 USC 78n–2. 
15 USC 78n note. 
15 USC 78n note. 
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124 STAT. 1916 
PUBLIC LAW 111–203—JULY 21, 2010 
(1) in paragraph (1)— 
(A) by inserting ‘‘(A)’’ after ‘‘(1)’’; and 
(B) by adding at the end the following: 
‘‘(B) It shall be unlawful for a municipal advisor to 
provide advice to or on behalf of a municipal entity or 
obligated person with respect to municipal financial prod-
ucts or the issuance of municipal securities, or to undertake 
a solicitation of a municipal entity or obligated person, 
unless the municipal advisor is registered in accordance 
with this subsection.’’; 
(2) in paragraph (2), by inserting ‘‘or municipal advisor’’ 
after ‘‘municipal securities dealer’’ each place that term appears; 
(3) in paragraph (3), by inserting ‘‘or municipal advisor’’ 
after ‘‘municipal securities dealer’’ each place that term appears; 
(4) in paragraph (4), by striking ‘‘dealer, or municipal secu-
rities dealer or class of brokers, dealers, or municipal securities 
dealers’’ and inserting ‘‘dealer, municipal securities dealer, or 
municipal advisor, or class of brokers, dealers, municipal securi-
ties dealers, or municipal advisors’’; and 
(5) by adding at the end the following: 
‘‘(5) No municipal advisor shall make use of the mails 
or any means or instrumentality of interstate commerce to 
provide advice to or on behalf of a municipal entity or obligated 
person with respect to municipal financial products, the 
issuance of municipal securities, or to undertake a solicitation 
of a municipal entity or obligated person, in connection with 
which such municipal advisor engages in any fraudulent, decep-
tive, or manipulative act or practice.’’. 
(b) 
MUNICIPAL
SECURITIES
RULEMAKING
BOARD.—Section 
15B(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78o– 
4(b)) is amended— 
(1) in paragraph (1)— 
(A) in the first sentence, by striking ‘‘Not later than’’ 
and all that follows through ‘‘appointed by the Commission’’ 
and inserting ‘‘The Municipal Securities Rulemaking Board 
shall be composed of 15 members, or such other number 
of members as specified by rules of the Board pursuant 
to paragraph (2)(B),’’; 
(B) by striking the second sentence and inserting the 
following: ‘‘The members of the Board shall serve as mem-
bers for a term of 3 years or for such other terms as 
specified by rules of the Board pursuant to paragraph 
(2)(B), and shall consist of (A) 8 individuals who are inde-
pendent of any municipal securities broker, municipal secu-
rities dealer, or municipal advisor, at least 1 of whom 
shall be representative of institutional or retail investors 
in municipal securities, at least 1 of whom shall be rep-
resentative of municipal entities, and at least 1 of whom 
shall be a member of the public with knowledge of or 
experience in the municipal industry (which members are 
hereinafter referred to as ‘public representatives’); and (B) 
7 individuals who are associated with a broker, dealer, 
municipal securities dealer, or municipal advisor, including 
at least 1 individual who is associated with and representa-
tive of brokers, dealers, or municipal securities dealers 
that are not banks or subsidiaries or departments or divi-
sions of banks (which members are hereinafter referred 
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124 STAT. 1917 
PUBLIC LAW 111–203—JULY 21, 2010 
to as ‘broker-dealer representatives’), at least 1 individual 
who is associated with and representative of municipal 
securities dealers which are banks or subsidiaries or 
departments or divisions of banks (which members are 
hereinafter referred to as ‘bank representatives’), and at 
least 1 individual who is associated with a municipal 
advisor (which members are hereinafter referred to as 
‘advisor representatives’ and, together with the broker- 
dealer representatives and the bank representatives, are 
referred to as ‘regulated representatives’). Each member 
of the board shall be knowledgeable of matters related 
to the municipal securities markets.’’; and 
(C) in the third sentence, by striking ‘‘initial’’; 
(2) in paragraph (2)— 
(A) in the matter preceding subparagraph (A)— 
(i) by inserting before the period at the end of 
the first sentence the following: ‘‘and advice provided 
to or on behalf of municipal entities or obligated per-
sons by brokers, dealers, municipal securities dealers, 
and municipal advisors with respect to municipal 
financial products, the issuance of municipal securities, 
and solicitations of municipal entities or obligated per-
sons undertaken by brokers, dealers, municipal securi-
ties dealers, and municipal advisors’’; and 
(ii) by striking the second sentence; 
(B) in subparagraph (A)— 
(i) in the matter preceding clause (i)— 
(I) by inserting ‘‘, and no broker, dealer, munic-
ipal securities dealer, or municipal advisor shall 
provide advice to or on behalf of a municipal entity 
or obligated person with respect to municipal 
financial products or the issuance of municipal 
securities,’’ after ‘‘sale of, any municipal security’’; 
and 
(II) by inserting ‘‘and municipal entities or 
obligated persons’’ after ‘‘protection of investors’’; 
(ii) in clause (i), by striking ‘‘municipal securities 
brokers and municipal securities dealers’’ each place 
that term appears and inserting ‘‘municipal securities 
brokers, municipal securities dealers, and municipal 
advisors’’; 
(iii) in clause (ii), by adding ‘‘and’’ at the end; 
(iv) in clause (iii), by striking ‘‘; and’’ and inserting 
a period; and 
(v) by striking clause (iv); 
(C) by amending subparagraph (B) to read as follows: 
‘‘(B) establish fair procedures for the nomination and elec-
tion of members of the Board and assure fair representation 
in such nominations and elections of public representatives, 
broker dealer representatives, bank representatives, and 
advisor representatives. Such rules— 
‘‘(i) shall provide that the number of public representa-
tives of the Board shall at all times exceed the total number 
of regulated representatives and that the membership shall 
at all times be as evenly divided in number as possible 
between public representatives and regulated representa-
tives; 
Procedures. 
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124 STAT. 1918 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(ii) shall specify the length or lengths of terms mem-
bers shall serve; 
‘‘(iii) may increase the number of members which shall 
constitute the whole Board, provided that such number 
is an odd number; and 
‘‘(iv) shall establish requirements regarding the 
independence of public representatives.’’. 
(D) in subparagraph (C)— 
(i) by inserting ‘‘and municipal financial products’’ 
after ‘‘municipal securities’’ the first two times that 
term appears; 
(ii) by inserting ‘‘, municipal entities, obligated 
persons,’’ before ‘‘and the public interest’’; 
(iii) by striking ‘‘between’’ and inserting ‘‘among’’; 
(iv) by striking ‘‘issuers, municipal securities bro-
kers, or municipal securities dealers, to fix’’ and 
inserting ‘‘municipal entities, obligated persons, munic-
ipal securities brokers, municipal securities dealers, 
or municipal advisors, to fix’’; and 
(v) by striking ‘‘brokers or municipal securities 
dealers, to regulate’’ and inserting ‘‘brokers, municipal 
securities dealers, or municipal advisors, to regulate’’; 
(E) in subparagraph (D)— 
(i) by inserting ‘‘and advice concerning municipal 
financial products’’ after ‘‘transactions in municipal 
securities’’; 
(ii) by striking ‘‘That no’’ and inserting ‘‘that no’’; 
(iii) by inserting ‘‘municipal advisor,’’ before ‘‘or 
person associated’’; and 
(iv) by striking ‘‘a municipal securities broker or 
municipal securities dealer may be compelled’’ and 
inserting ‘‘a municipal securities broker, municipal 
securities dealer, or municipal advisor may be com-
pelled’’; 
(F) in subparagraph (E)— 
(i) by striking ‘‘municipal securities brokers and 
municipal securities dealers’’ and inserting ‘‘municipal 
securities brokers, municipal securities dealers, and 
municipal advisors’’; and 
(ii) by striking ‘‘municipal securities broker or 
municipal securities dealer’’ and inserting ‘‘municipal 
securities broker, municipal securities dealer, or munic-
ipal advisor’’; 
(G) in subparagraph (G), by striking ‘‘municipal securi-
ties brokers and municipal securities dealers’’ and inserting 
‘‘municipal securities brokers, municipal securities dealers, 
and municipal advisors’’; 
(H) in subparagraph (J)— 
(i) by striking ‘‘municipal securities broker and 
each municipal securities dealer’’ and inserting ‘‘munic-
ipal securities broker, municipal securities dealer, and 
municipal advisor’’; and 
(ii) by striking the period at the end of the second 
sentence and inserting ‘‘, which may include charges 
for failure to submit to the Board, or to any information 
system operated by the Board, within the prescribed 
timeframes, any items of information or documents 
Requirements. 
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124 STAT. 1919 
PUBLIC LAW 111–203—JULY 21, 2010 
required to be submitted under any rule issued by 
the Board.’’; 
(I) in subparagraph (K)— 
(i) by inserting ‘‘broker, dealer, or’’ before ‘‘munic-
ipal securities dealer’’ each place that term appears; 
and 
(ii) by striking ‘‘municipal securities investment 
portfolio’’ and inserting ‘‘related account of a broker, 
dealer, or municipal securities dealer’’; and 
(J) by adding at the end the following: 
‘‘(L) with respect to municipal advisors— 
‘‘(i) prescribe means reasonably designed to pre-
vent acts, practices, and courses of business as are 
not consistent with a municipal advisor’s fiduciary duty 
to its clients; 
‘‘(ii) provide continuing education requirements for 
municipal advisors; 
‘‘(iii) provide professional standards; and 
‘‘(iv) not impose a regulatory burden on small 
municipal advisors that is not necessary or appropriate 
in the public interest and for the protection of inves-
tors, municipal entities, and obligated persons, pro-
vided that there is robust protection of investors 
against fraud.’’; 
(3) by redesignating paragraph (3) as paragraph (7); and 
(4) by inserting after paragraph (2) the following: 
‘‘(3) The Board, in conjunction with or on behalf of any 
Federal financial regulator or self-regulatory organization, 
may— 
‘‘(A) establish information systems; and 
‘‘(B) assess such reasonable fees and charges for the 
submission of information to, or the receipt of information 
from, such systems from any persons which systems may 
be developed for the purposes of serving as a repository 
of information from municipal market participants or other-
wise in furtherance of the purposes of the Board, a Federal 
financial regulator, or a self-regulatory organization, except 
that the Board— 
‘‘(i) may not charge a fee to municipal entities 
or obligated persons to submit documents or other 
information to the Board or charge a fee to any person 
to obtain, directly from the Internet site of the Board, 
documents or information submitted by municipal enti-
ties, obligated persons, brokers, dealers, municipal 
securities dealers, or municipal advisors, including 
documents submitted under the rules of the Board 
or the Commission; and 
‘‘(ii) shall not be prohibited from charging commer-
cially reasonable fees for automated subscription-based 
feeds or similar services, or for charging for other 
data or document-based services customized upon 
request of any person, made available to commercial 
enterprises, municipal securities market professionals, 
or the general public, whether delivered through the 
Internet or any other means, that contain all or part 
of the documents or information, subject to approval 
of the fees by the Commission under section 19(b). 
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124 STAT. 1920 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(4) The Board may provide guidance and assistance in 
the enforcement of, and examination for, compliance with the 
rules of the Board to the Commission, a registered securities 
association under section 15A, or any other appropriate regu-
latory agency, as applicable. 
‘‘(5) The Board, the Commission, and a registered securities 
association under section 15A, or the designees of the Board, 
the Commission, or such association, shall meet not less fre-
quently than 2 times a year— 
‘‘(A) to describe the work of the Board, the Commission, 
and the registered securities association involving the regu-
lation of municipal securities; and 
‘‘(B) to share information about— 
‘‘(i) the interpretation of the Board, the Commis-
sion, and the registered securities association of Board 
rules; and 
‘‘(ii) examination and enforcement of compliance 
with Board rules.’’. 
(c) DISCIPLINE OF BROKERS, DEALERS, MUNICIPAL SECURITIES 
DEALERS AND MUNICIPAL ADVISORS; FIDUCIARY DUTY OF MUNICIPAL 
ADVISORS.—Section 15B(c) of the Securities Exchange Act of 1934 
(15 U.S.C. 78o–4(c)) is amended— 
(1) in paragraph (1), by inserting ‘‘, and no broker, dealer, 
municipal securities dealer, or municipal advisor shall make 
use of the mails or any means or instrumentality of interstate 
commerce to provide advice to or on behalf of a municipal 
entity or obligated person with respect to municipal financial 
products, the issuance of municipal securities, or to undertake 
a solicitation of a municipal entity or obligated person,’’ after 
‘‘any municipal security’’; 
(2) by adding at the end of paragraph (1) the following: 
‘‘A municipal advisor and any person associated with such 
municipal advisor shall be deemed to have a fiduciary duty 
to any municipal entity for whom such municipal advisor acts 
as a municipal advisor, and no municipal advisor may engage 
in any act, practice, or course of business which is not consistent 
with a municipal advisor’s fiduciary duty or that is in con-
travention of any rule of the Board.’’. 
(3) in paragraph (2), by inserting ‘‘or municipal advisor’’ 
after ‘‘municipal securities dealer’’ each place that term appears; 
(4) in paragraph (3)— 
(A) by inserting ‘‘or municipal entities or obligated 
person’’ after ‘‘protection of investors’’ each place that term 
appears; and 
(B) by inserting ‘‘or municipal advisor’’ after ‘‘municipal 
securities dealer’’ each place that term appears; 
(5) in paragraph (4), by inserting ‘‘or municipal advisor’’ 
after ‘‘municipal securities dealer or obligated person’’ each 
place that term appears; 
(6) in paragraph (6)(B), by inserting ‘‘or municipal entities 
or obligated person’’ after ‘‘protection of investors’’; 
(7) in paragraph (7)— 
(A) in subparagraph (A)— 
(i) in clause (i), by striking ‘‘; and’’ and inserting 
a semicolon; 
(ii) in clause (ii), by striking the period and 
inserting ‘‘; and’’; and 
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124 STAT. 1921 
PUBLIC LAW 111–203—JULY 21, 2010 
(iii) by adding at the end the following: 
‘‘(iii) the Commission, or its designee, in the case 
of municipal advisors.’’. 
(B) in subparagraph (B), by inserting ‘‘or municipal 
entities or obligated person’’ after ‘‘protection of investors’’; 
and 
(8) by adding at the end the following: 
‘‘(9)(A) Fines collected by the Commission for violations 
of the rules of the Board shall be equally divided between 
the Commission and the Board. 
‘‘(B) Fines collected by a registered securities association 
under section 15A(7) with respect to violations of the rules 
of the Board shall be accounted for by such registered securities 
association separately from other fines collected under section 
15A(7) and shall be allocated between such registered securities 
association and the Board, and such allocation shall require 
the registered securities association to pay to the Board 1⁄3 
of all fines collected by the registered securities association 
reasonably allocable to violations of the rules of the Board, 
or such other portion of such fines as may be directed by 
the Commission upon agreement between the registered securi-
ties association and the Board.’’. 
(d) ISSUANCE OF MUNICIPAL SECURITIES.—Section 15B(d)(2) of 
the Securities Exchange Act of 1934 (15 U.S.C. 78o–4(d)) is 
amended— 
(1) by striking ‘‘through a municipal securities broker or 
municipal securities dealer or otherwise’’ and inserting ‘‘through 
a municipal securities broker, municipal securities dealer, 
municipal advisor, or otherwise’’; and 
(2) by inserting ‘‘or municipal advisors’’ before ‘‘to furnish’’. 
(e) DEFINITIONS.—Section 15B of the Securities Exchange Act 
of 1934 (15 U.S.C. 78o–4) is amended by adding at the end the 
following: 
‘‘(e) DEFINITIONS.—For purposes of this section— 
‘‘(1) the term ‘Board’ means the Municipal Securities Rule-
making Board established under subsection (b)(1); 
‘‘(2) the term ‘guaranteed investment contract’ includes 
any investment that has specified withdrawal or reinvestment 
provisions and a specifically negotiated or bid interest rate, 
and also includes any agreement to supply investments on 
2 or more future dates, such as a forward supply contract; 
‘‘(3) the term ‘investment strategies’ includes plans or pro-
grams for the investment of the proceeds of municipal securities 
that are not municipal derivatives, guaranteed investment con-
tracts, and the recommendation of and brokerage of municipal 
escrow investments; 
‘‘(4) the term ‘municipal advisor’— 
‘‘(A) means a person (who is not a municipal entity 
or an employee of a municipal entity) that— 
‘‘(i) provides advice to or on behalf of a municipal 
entity or obligated person with respect to municipal 
financial products or the issuance of municipal securi-
ties, including advice with respect to the structure, 
timing, terms, and other similar matters concerning 
such financial products or issues; or 
‘‘(ii) undertakes a solicitation of a municipal entity; 
Fines. 
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124 STAT. 1922 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(B) includes financial advisors, guaranteed investment 
contract brokers, third-party marketers, placement agents, 
solicitors, finders, and swap advisors, if such persons are 
described in any of clauses (i) through (iii) of subparagraph 
(A); and 
‘‘(C) does not include a broker, dealer, or municipal 
securities dealer serving as an underwriter (as defined 
in section 2(a)(11) of the Securities Act of 1933) (15 U.S.C. 
77b(a)(11)), any investment adviser registered under the 
Investment Advisers Act of 1940, or persons associated 
with such investment advisers who are providing invest-
ment advice, any commodity trading advisor registered 
under the Commodity Exchange Act or persons associated 
with a commodity trading advisor who are providing advice 
related to swaps, attorneys offering legal advice or pro-
viding services that are of a traditional legal nature, or 
engineers providing engineering advice; 
‘‘(5) the term ‘municipal financial product’ means municipal 
derivatives, guaranteed investment contracts, and investment 
strategies; 
‘‘(6) the term ‘rules of the Board’ means the rules proposed 
and adopted by the Board under subsection (b)(2); 
‘‘(7) the term ‘person associated with a municipal advisor’ 
or ‘associated person of an advisor’ means— 
‘‘(A) any partner, officer, director, or branch manager 
of such municipal advisor (or any person occupying a 
similar status or performing similar functions); 
‘‘(B) any other employee of such municipal advisor 
who is engaged in the management, direction, supervision, 
or performance of any activities relating to the provision 
of advice to or on behalf of a municipal entity or obligated 
person with respect to municipal financial products or the 
issuance of municipal securities; and 
‘‘(C) any person directly or indirectly controlling, con-
trolled by, or under common control with such municipal 
advisor; 
‘‘(8) the term ‘municipal entity’ means any State, political 
subdivision of a State, or municipal corporate instrumentality 
of a State, including— 
‘‘(A) any agency, authority, or instrumentality of the 
State, 
political 
subdivision, 
or 
municipal 
corporate 
instrumentality; 
‘‘(B) any plan, program, or pool of assets sponsored 
or established by the State, political subdivision, or munic-
ipal corporate instrumentality or any agency, authority, 
or instrumentality thereof; and 
‘‘(C) any other issuer of municipal securities; 
‘‘(9) the term ‘solicitation of a municipal entity or obligated 
person’ means a direct or indirect communication with a munic-
ipal entity or obligated person made by a person, for direct 
or indirect compensation, on behalf of a broker, dealer, munic-
ipal securities dealer, municipal advisor, or investment adviser 
(as defined in section 202 of the Investment Advisers Act of 
1940) that does not control, is not controlled by, or is not 
under common control with the person undertaking such solici-
tation for the purpose of obtaining or retaining an engagement 
by a municipal entity or obligated person of a broker, dealer, 
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124 STAT. 1923 
PUBLIC LAW 111–203—JULY 21, 2010 
municipal securities dealer, or municipal advisor for or in 
connection with municipal financial products, the issuance of 
municipal securities, or of an investment adviser to provide 
investment advisory services to or on behalf of a municipal 
entity; and 
‘‘(10) the term ‘obligated person’ means any person, 
including an issuer of municipal securities, who is either gen-
erally or through an enterprise, fund, or account of such person, 
committed by contract or other arrangement to support the 
payment of all or part of the obligations on the municipal 
securities to be sold in an offering of municipal securities.’’. 
(f) REGISTERED SECURITIES ASSOCIATION.—Section 15A(b) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78o–3(b)) is amended 
by adding at the end the following: 
‘‘(15) The rules of the association provide that the associa-
tion shall— 
‘‘(A) request guidance from the Municipal Securities 
Rulemaking Board in interpretation of the rules of the 
Municipal Securities Rulemaking Board; and 
‘‘(B) provide information to the Municipal Securities 
Rulemaking Board about the enforcement actions and 
examinations of the association under section 15B(b)(2)(E), 
so that the Municipal Securities Rulemaking Board may— 
‘‘(i) assist in such enforcement actions and 
examinations; and 
‘‘(ii) evaluate the ongoing effectiveness of the rules 
of the Board.’’. 
(g) 
REGISTRATION
AND
REGULATION
OF
BROKERS
AND 
DEALERS.—Section 15 of the Securities Exchange Act of 1934 is 
amended— 
(1) in subsection (b)(4), by inserting ‘‘municipal advisor,’’ 
after ‘‘municipal securities dealer’’ each place that term appears; 
and 
(2) in subsection (c), by inserting ‘‘broker, dealer, or’’ before 
‘‘municipal securities dealer’’ each place that term appears. 
(h) ACCOUNTS
AND
RECORDS, REPORTS, EXAMINATIONS
OF 
EXCHANGES, MEMBERS, AND OTHERS.—Section 17(a)(1) of the Securi-
ties Exchange Act of 1934 is amended by inserting ‘‘municipal 
advisor,’’ after ‘‘municipal securities dealer’’. 
(i) EFFECTIVE DATE.—This section, and the amendments made 
by this section, shall take effect on October 1, 2010. 
SEC. 
976. 
GOVERNMENT 
ACCOUNTABILITY 
OFFICE 
STUDY 
OF 
INCREASED DISCLOSURE TO INVESTORS. 
(a) STUDY.—The Comptroller General of the United States shall 
conduct a study and review of the disclosure required to be made 
by issuers of municipal securities. 
(b) SUBJECTS FOR EVALUATION.—In conducting the study under 
subsection (a), the Comptroller General of the United States shall— 
(1) broadly describe— 
(A) the size of the municipal securities markets and 
the issuers and investors; and 
(B) the disclosures provided by issuers to investors; 
(2) compare the amount, frequency, and quality of disclo-
sures that issuers of municipal securities are required by law 
to provide for the benefit of municipal securities holders, 
including the amount of and frequency of disclosures actually 
15 USC 78o note. 
15 USC 78q. 
15 USC 78o. 
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124 STAT. 1924 
PUBLIC LAW 111–203—JULY 21, 2010 
provided by issuers of municipal securities, with the amount 
of and frequency of disclosures that issuers of corporate securi-
ties provide for the benefit of corporate securities holders, 
taking into account the differences between issuers of municipal 
securities and issuers of corporate securities; 
(3) evaluate the costs and benefits to various types of 
issuers of municipal securities of requiring issuers of municipal 
bonds to provide additional financial disclosures for the benefit 
of investors; 
(4) evaluate the potential benefit to investors from addi-
tional financial disclosures by issuers of municipal bonds; and 
(5) make recommendations relating to disclosure require-
ments for municipal issuers, including the advisability of the 
repeal or retention of section 15B(d) of the Securities Exchange 
Act of 1934 (15 U.S.C. 78o–4(d)) (commonly known as the 
‘‘Tower Amendment’’). 
(c) REPORT.—Not later than 24 months after the date of enact-
ment of this Act, the Comptroller General of the United States 
shall submit a report to Congress on the results of the study 
conducted under subsection (a), including recommendations for how 
to improve disclosure by issuers of municipal securities. 
SEC. 977. GOVERNMENT ACCOUNTABILITY OFFICE STUDY ON THE 
MUNICIPAL SECURITIES MARKETS. 
(a) STUDY.—The Comptroller General of the United States shall 
conduct a study of the municipal securities markets. 
(b) REPORT.—Not later than 18 months after the date of enact-
ment of this Act, the Comptroller General of the United States 
shall submit a report to the Committee on Banking, Housing, and 
Urban Affairs of the Senate, and the Committee on Financial Serv-
ices of the House of Representatives, with copies to the Special 
Committee on Aging of the Senate and the Commission, on the 
results of the study conducted under subsection (a), including— 
(1) an analysis of the mechanisms for trading, quality 
of trade executions, market transparency, trade reporting, price 
discovery, settlement clearing, and credit enhancements; 
(2) the needs of the markets and investors and the impact 
of recent innovations; 
(3) recommendations for how to improve the transparency, 
efficiency, fairness, and liquidity of trading in the municipal 
securities markets, including with reference to items listed 
in paragraph (1); and 
(4) potential uses of derivatives in the municipal securities 
markets. 
(c) RESPONSES.—Not later than 180 days after receipt of the 
report required under subsection (b), the Commission shall submit 
a response to the Committee on Banking, Housing, and Urban 
Affairs of the Senate, and the Committee on Financial Services 
of the House of Representatives, with a copy to the Special Com-
mittee on Aging of the Senate, stating the actions the Commission 
has taken in response to the recommendations contained in such 
report. 
SEC. 978. FUNDING FOR GOVERNMENTAL ACCOUNTING STANDARDS 
BOARD. 
(a) AMENDMENT TO THE SECURITIES ACT OF 1933.—Section 19 
of the Securities Act of 1933 (15 U.S.C. 77s), as amended by section 
912, is further amended by adding at the end the following: 
Deadline. 
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124 STAT. 1925 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(g) FUNDING FOR THE GASB.— 
‘‘(1) IN GENERAL.—The Commission may, subject to the 
limitations imposed by section 15B of the Securities Exchange 
Act of 1934 (15 U.S.C. 78o–4), require a national securities 
association registered under the Securities Exchange Act of 
1934 to establish— 
‘‘(A) a reasonable annual accounting support fee to 
adequately fund the annual budget of the Governmental 
Accounting Standards Board (referred to in this subsection 
as the ‘GASB’); and 
‘‘(B) rules and procedures, in consultation with the 
principal organizations representing State governors, legis-
lators, local elected officials, and State and local finance 
officers, to provide for the equitable allocation, assessment, 
and collection of the accounting support fee established 
under subparagraph (A) from the members of the associa-
tion, and the remittance of all such accounting support 
fees to the Financial Accounting Foundation. 
‘‘(2) ANNUAL BUDGET.—For purposes of this subsection, the 
annual budget of the GASB is the annual budget reviewed 
and approved according to the internal procedures of the Finan-
cial Accounting Foundation. 
‘‘(3) USE OF FUNDS.—Any fees or funds collected under 
this subsection shall be used to support the efforts of the 
GASB to establish standards of financial accounting and 
reporting recognized as generally accepted accounting principles 
applicable to State and local governments of the United States. 
‘‘(4) LIMITATION ON FEE.—The annual accounting support 
fees collected under this subsection for a fiscal year shall not 
exceed the recoverable annual budgeted expenses of the GASB 
(which may include operating expenses, capital, and accrued 
items). 
‘‘(5) RULES OF CONSTRUCTION.— 
‘‘(A) FEES
NOT
PUBLIC
MONIES.—Accounting support 
fees collected under this subsection and other receipts of 
the GASB shall not be considered public monies of the 
United States. 
‘‘(B) LIMITATION ON AUTHORITY OF THE COMMISSION.— 
Nothing in this subsection shall be construed to— 
‘‘(i) provide the Commission or any national securi-
ties association direct or indirect oversight of the 
budget or technical agenda of the GASB; or 
‘‘(ii) affect the setting of generally accepted 
accounting principles by the GASB. 
‘‘(C) NONINTERFERENCE WITH STATES.—Nothing in this 
subsection shall be construed to impair or limit the 
authority of a State or local government to establish 
accounting and financial reporting standards.’’. 
(b) STUDY
OF
FUNDING
FOR
GOVERNMENTAL
ACCOUNTING 
STANDARDS BOARD.— 
(1) STUDY.—The Comptroller General of the United States 
shall conduct a study that evaluates— 
(A) the role and importance of the Governmental 
Accounting Standards Board in the municipal securities 
markets; and 
(B) the manner and the level at which the Govern-
mental Accounting Standards Board has been funded. 
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124 STAT. 1926 
PUBLIC LAW 111–203—JULY 21, 2010 
(2) CONSULTATION.—In conducting the study required 
under paragraph (1), the Comptroller General shall consult 
with the principal organizations representing State governors, 
legislators, local elected officials, and State and local finance 
officers. 
(3) REPORT.—Not later than 180 days after the date of 
enactment of this Act, the Comptroller General shall submit 
to the Committee on Banking, Housing, and Urban Affairs 
of the Senate and the Committee on Financial Services of 
the House of Representatives a report on the study required 
under paragraph (1). 
SEC. 979. COMMISSION OFFICE OF MUNICIPAL SECURITIES. 
(a) IN GENERAL.—There shall be in the Commission an Office 
of Municipal Securities, which shall— 
(1) administer the rules of the Commission with respect 
to the practices of municipal securities brokers and dealers, 
municipal securities advisors, municipal securities investors, 
and municipal securities issuers; and 
(2) coordinate with the Municipal Securities Rulemaking 
Board for rulemaking and enforcement actions as required by 
law. 
(b) DIRECTOR OF THE OFFICE.—The head of the Office of Munic-
ipal Securities shall be the Director, who shall report to the Chair-
man. 
(c) STAFFING.— 
(1) IN GENERAL.—The Office of Municipal Securities shall 
be staffed sufficiently to carry out the requirements of this 
section. 
(2) REQUIREMENT.—The staff of the Office of Municipal 
Securities shall include individuals with knowledge of and 
expertise in municipal finance. 
Subtitle I—Public Company Accounting 
Oversight Board, Portfolio Margining, 
and Other Matters 
SEC. 981. AUTHORITY TO SHARE CERTAIN INFORMATION WITH FOR-
EIGN AUTHORITIES. 
(a) DEFINITION.—Section 2(a) of the Sarbanes-Oxley Act of 2002 
(15 U.S.C. 7201(a)) is amended by adding at the end the following: 
‘‘(17) FOREIGN AUDITOR OVERSIGHT AUTHORITY.—The term 
‘foreign auditor oversight authority’ means any governmental 
body or other entity empowered by a foreign government to 
conduct inspections of public accounting firms or otherwise 
to administer or enforce laws related to the regulation of public 
accounting firms.’’. 
(b) AVAILABILITY
TO SHARE INFORMATION.—Section 105(b)(5) 
of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7215(b)(5)) is amended 
by adding at the end the following: 
‘‘(C) AVAILABILITY
TO
FOREIGN
OVERSIGHT
AUTHORI-
TIES.—Without the loss of its status as confidential and 
privileged in the hands of the Board, all information 
referred to in subparagraph (A) that relates to a public 
accounting firm that a foreign government has empowered 
Establishment. 
15 USC 78o–4a. 
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124 STAT. 1927 
PUBLIC LAW 111–203—JULY 21, 2010 
a foreign auditor oversight authority to inspect or otherwise 
enforce laws with respect to, may, at the discretion of 
the Board, be made available to the foreign auditor over-
sight authority, if— 
‘‘(i) the Board finds that it is necessary to accom-
plish the purposes of this Act or to protect investors; 
‘‘(ii) the foreign auditor oversight authority pro-
vides— 
‘‘(I) such assurances of confidentiality as the 
Board may request; 
‘‘(II) a description of the applicable information 
systems and controls of the foreign auditor over-
sight authority; and 
‘‘(III) a description of the laws and regulations 
of the foreign government of the foreign auditor 
oversight authority that are relevant to informa-
tion access; and 
‘‘(iii) the Board determines that it is appropriate 
to share such information.’’. 
(c) CONFORMING AMENDMENT.—Section 105(b)(5)(A) of the Sar-
banes-Oxley Act of 2002 (15 U.S.C. 7215(b)(5)(A)) is amended by 
striking ‘‘subparagraph (B)’’ and inserting ‘‘subparagraphs (B) and 
(C)’’. 
SEC. 982. OVERSIGHT OF BROKERS AND DEALERS. 
(a) DEFINITIONS.— 
(1) DEFINITIONS AMENDED.—Title I of the Sarbanes-Oxley 
Act of 2002 (15 U.S.C. 7201 et seq.) is amended by adding 
at the end the following new section: 
‘‘SEC. 110. DEFINITIONS. 
‘‘For the purposes of this title, the following definitions shall 
apply: 
‘‘(1) AUDIT.—The term ‘audit’ means an examination of 
the financial statements, reports, documents, procedures, con-
trols, or notices of any issuer, broker, or dealer by an inde-
pendent public accounting firm in accordance with the rules 
of the Board or the Commission, for the purpose of expressing 
an opinion on the financial statements or providing an audit 
report. 
‘‘(2) AUDIT REPORT.—The term ‘audit report’ means a docu-
ment, report, notice, or other record— 
‘‘(A) prepared following an audit performed for pur-
poses of compliance by an issuer, broker, or dealer with 
the requirements of the securities laws; and 
‘‘(B) in which a public accounting firm either— 
‘‘(i) sets forth the opinion of that firm regarding 
a financial statement, report, notice, or other docu-
ment, procedures, or controls; or 
‘‘(ii) asserts that no such opinion can be expressed. 
‘‘(3) BROKER.—The term ‘broker’ means a broker (as such 
term is defined in section 3(a)(4) of the Securities Exchange 
Act of 1934 (15 U.S.C. 78c(a)(4))) that is required to file a 
balance sheet, income statement, or other financial statement 
under section 17(e)(1)(A) of such Act (15 U.S.C. 78q(e)(1)(A)), 
where such balance sheet, income statement, or financial state-
ment is required to be certified by a registered public accounting 
firm. 
15 USC 7220. 
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124 STAT. 1928 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(4) DEALER.—The term ‘dealer’ means a dealer (as such 
term is defined in section 3(a)(5) of the Securities Exchange 
Act of 1934 (15 U.S.C. 78c(a)(5))) that is required to file a 
balance sheet, income statement, or other financial statement 
under section 17(e)(1)(A) of such Act (15 U.S.C. 78q(e)(1)(A)), 
where such balance sheet, income statement, or financial state-
ment is required to be certified by a registered public accounting 
firm. 
‘‘(5) PROFESSIONAL
STANDARDS.—The term ‘professional 
standards’ means— 
‘‘(A) accounting principles that are— 
‘‘(i) established by the standard setting body 
described in section 19(b) of the Securities Act of 1933, 
as amended by this Act, or prescribed by the Commis-
sion under section 19(a) of that Act (15 U.S.C. 17a(s)) 
or section 13(b) of the Securities Exchange Act of 1934 
(15 U.S.C. 78a(m)); and 
‘‘(ii) relevant to audit reports for particular issuers, 
brokers, or dealers, or dealt with in the quality control 
system of a particular registered public accounting 
firm; and 
‘‘(B) auditing standards, standards for attestation 
engagements, quality control policies and procedures, eth-
ical and competency standards, and independence stand-
ards (including rules implementing title II) that the Board 
or the Commission determines— 
‘‘(i) relate to the preparation or issuance of audit 
reports for issuers, brokers, or dealers; and 
‘‘(ii) are established or adopted by the Board under 
section 103(a), or are promulgated as rules of the 
Commission. 
‘‘(6) SELF-REGULATORY ORGANIZATION.—The term ‘self-regu-
latory organization’ has the same meaning as in section 3(a) 
of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)).’’. 
(2) CONFORMING
AMENDMENT.—Section 2(a) of the Sar-
banes-Oxley Act of 2002 (15 U.S.C. 7201(a)) is amended in 
the matter preceding paragraph (1), by striking ‘‘In this’’ and 
inserting ‘‘Except as otherwise specifically provided in this Act, 
in this’’. 
(b) ESTABLISHMENT AND ADMINISTRATION OF THE PUBLIC COM-
PANY ACCOUNTING OVERSIGHT BOARD.—Section 101 of the Sarbanes- 
Oxley Act of 2002 (15 U.S.C. 7211) is amended— 
(1) by striking ‘‘issuers’’ each place that term appears and 
inserting ‘‘issuers, brokers, and dealers’’; and 
(2) in subsection (a)— 
(A) by striking ‘‘public companies’’ and inserting 
‘‘companies’’; and 
(B) by striking ‘‘for companies the securities of which 
are sold to, and held by and for, public investors’’. 
(c) REGISTRATION WITH THE BOARD.—Section 102 of the Sar-
banes-Oxley Act of 2002 (15 U.S.C. 7212) is amended— 
(1) in subsection (a)— 
(A) by striking ‘‘Beginning 180’’ and all that follows 
through ‘‘101(d), it’’ and inserting ‘‘It’’; and 
(B) by striking ‘‘issuer’’ and inserting ‘‘issuer, broker, 
or dealer’’; 
(2) in subsection (b)— 
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124 STAT. 1929 
PUBLIC LAW 111–203—JULY 21, 2010 
(A) in paragraph (2)(A), by striking ‘‘issuers’’ and 
inserting ‘‘issuers, brokers, and dealers’’; and 
(B) by striking ‘‘issuer’’ each place that term appears 
and inserting ‘‘issuer, broker, or dealer’’. 
(d) AUDITING AND INDEPENDENCE.—Section 103(a) of the Sar-
banes-Oxley Act of 2002 (15 U.S.C. 7213(a)) is amended— 
(1) in paragraph (1), by striking ‘‘and such ethics standards’’ 
and inserting ‘‘such ethics standards, and such independence 
standards’’; 
(2) in paragraph (2)(A)(iii), by striking ‘‘describe in each 
audit report’’ and inserting ‘‘in each audit report for an issuer, 
describe’’; and 
(3) in paragraph (2)(B)(i), by striking ‘‘issuers’’ and 
inserting ‘‘issuers, brokers, and dealers’’. 
(e) INSPECTIONS OF REGISTERED PUBLIC ACCOUNTING FIRMS.— 
(1) AMENDMENTS.—Section 104(a) of the Sarbanes-Oxley 
Act of 2002 (15 U.S.C. 7214(a)) is amended— 
(A) by striking ‘‘The Board shall’’ and inserting the 
following: 
‘‘(1) INSPECTIONS GENERALLY.—The Board shall’’; and 
(B) by adding at the end the following: 
‘‘(2) INSPECTIONS
OF
AUDIT
REPORTS
FOR
BROKERS
AND 
DEALERS.— 
‘‘(A) The Board may, by rule, conduct and require 
a program of inspection in accordance with paragraph (1), 
on a basis to be determined by the Board, of registered 
public accounting firms that provide one or more audit 
reports for a broker or dealer. The Board, in establishing 
such a program, may allow for differentiation among classes 
of brokers and dealers, as appropriate. 
‘‘(B) If the Board determines to establish a program 
of inspection pursuant to subparagraph (A), the Board shall 
consider in establishing any inspection schedules whether 
differing schedules would be appropriate with respect to 
registered public accounting firms that issue audit reports 
only for one or more brokers or dealers that do not receive, 
handle, or hold customer securities or cash or are not 
a member of the Securities Investor Protection Corporation. 
‘‘(C) Any rules of the Board pursuant to this paragraph 
shall be subject to prior approval by the Commission pursu-
ant to section 107(b) before the rules become effective, 
including an opportunity for public notice and comment. 
‘‘(D) Notwithstanding anything to the contrary in sec-
tion 102 of this Act, a public accounting firm shall not 
be required to register with the Board if the public 
accounting firm is exempt from the inspection program 
which may be established by the Board under subpara-
graph (A).’’. 
(2) CONFORMING AMENDMENT.—Section 17(e)(1)(A) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78q(e)(1)(A)) is 
amended by striking ‘‘registered public accounting firm’’ and 
inserting ‘‘independent public accounting firm, or by a reg-
istered public accounting firm if the firm is required to be 
registered under the Sarbanes-Oxley Act of 2002,’’. 
(f) INVESTIGATIONS AND DISCIPLINARY PROCEEDINGS.—Section 
105(c)(7)(B) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 
7215(c)(7)(B)) is amended— 
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124 STAT. 1930 
PUBLIC LAW 111–203—JULY 21, 2010 
(1) in the subparagraph heading, by inserting ‘‘, BROKER, 
OR DEALER’’ after ‘‘ISSUER’’; 
(2) by striking ‘‘any issuer’’ each place that term appears 
and inserting ‘‘any issuer, broker, or dealer’’; and 
(3) by striking ‘‘an issuer under this subsection’’ and 
inserting ‘‘a registered public accounting firm under this sub-
section’’. 
(g) FOREIGN PUBLIC ACCOUNTING FIRMS.—Section 106(a) of the 
Sarbanes-Oxley Act of 2002 (15 U.S.C. 7216(a)) is amended— 
(1) in paragraph (1), by striking ‘‘issuer’’ and inserting 
‘‘issuer, broker, or dealer’’; and 
(2) in paragraph (2), by striking ‘‘issuers’’ and inserting 
‘‘issuers, brokers, or dealers’’. 
(h) FUNDING.—Section 109 of the Sarbanes-Oxley Act of 2002 
(15 U.S.C. 7219) is amended— 
(1) in subsection (c)(2), by striking ‘‘subsection (i)’’ and 
inserting ‘‘subsection (j)’’; 
(2) in subsection (d)— 
(A) in paragraph (2), by striking ‘‘allowing for differen-
tiation among classes of issuers, as appropriate’’ and 
inserting ‘‘and among brokers and dealers, in accordance 
with subsection (h), and allowing for differentiation among 
classes of issuers, brokers and dealers, as appropriate’’; 
and 
(B) by adding at the end the following: 
‘‘(3) BROKERS AND DEALERS.—The Board shall begin the 
allocation, assessment, and collection of fees under paragraph 
(2) with respect to brokers and dealers with the payment of 
support fees to fund the first full fiscal year beginning after 
the date of enactment of the Investor Protection and Securities 
Reform Act of 2010.’’; 
(3) by redesignating subsections (h), (i), and (j) as sub-
sections (i), (j), and (k), respectively; and 
(4) by inserting after subsection (g) the following: 
‘‘(h) ALLOCATION OF ACCOUNTING SUPPORT FEES AMONG BRO-
KERS AND DEALERS.— 
‘‘(1) OBLIGATION TO PAY.—Each broker or dealer shall pay 
to the Board the annual accounting support fee allocated to 
such broker or dealer under this section. 
‘‘(2) ALLOCATION.—Any amount due from a broker or dealer 
(or from a particular class of brokers and dealers) under this 
section shall be allocated among brokers and dealers and pay-
able by the broker or dealer (or the brokers and dealers in 
the particular class, as applicable). 
‘‘(3) PROPORTIONALITY.—The amount due from a broker 
or dealer shall be in proportion to the net capital of the broker 
or dealer (before or after any adjustments), compared to the 
total net capital of all brokers and dealers (before or after 
any adjustments), in accordance with rules issued by the 
Board.’’. 
(i) REFERRAL
OF
INVESTIGATIONS
TO
A
SELF-REGULATORY 
ORGANIZATION.—Section 105(b)(4)(B) of the Sarbanes-Oxley Act of 
2002 (15 U.S.C. 7215(b)(4)(B)) is amended— 
(1) by redesignating clauses (ii) and (iii) as clauses (iii) 
and (iv), respectively; and 
(2) by inserting after clause (i) the following: 
15 USC 78m. 
Fees. 
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124 STAT. 1931 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(ii) to a self-regulatory organization, in the case 
of an investigation that concerns an audit report for 
a broker or dealer that is under the jurisdiction of 
such self-regulatory organization;’’. 
(j) USE OF DOCUMENTS RELATED TO AN INSPECTION OR INVES-
TIGATION.—Section 105(b)(5)(B)(ii) of the Sarbanes-Oxley Act of 
2002 (15 U.S.C. 7215(b)(5)(B)(ii)) is amended— 
(1) in subclause (III), by striking ‘‘and’’ at the end; 
(2) in subclause (IV), by striking the comma and inserting 
‘‘; and’’; and 
(3) by inserting after subclause (IV) the following: 
‘‘(V) 
a 
self-regulatory 
organization, 
with 
respect to an audit report for a broker or dealer 
that is under the jurisdiction of such self-regu-
latory organization,’’. 
SEC. 983. PORTFOLIO MARGINING. 
(a) ADVANCES.—Section 9(a)(1) of the Securities Investor Protec-
tion Act of 1970 (15 U.S.C. 78fff3(a)(1)) is amended by inserting 
‘‘or options on commodity futures contracts’’ after ‘‘claim for securi-
ties’’. 
(b) DEFINITIONS.—Section 16 of the Securities Investor Protec-
tion Act of 1970 (15 U.S.C. 78lll) is amended— 
(1) by striking paragraph (2) and inserting the following: 
‘‘(2) CUSTOMER.— 
‘‘(A) IN
GENERAL.—The term ‘customer’ of a debtor 
means any person (including any person with whom the 
debtor deals as principal or agent) who has a claim on 
account of securities received, acquired, or held by the 
debtor in the ordinary course of its business as a broker 
or dealer from or for the securities accounts of such person 
for safekeeping, with a view to sale, to cover consummated 
sales, pursuant to purchases, as collateral, security, or 
for purposes of effecting transfer. 
‘‘(B) 
INCLUDED
PERSONS.—The 
term 
‘customer’ 
includes— 
‘‘(i) any person who has deposited cash with the 
debtor for the purpose of purchasing securities; 
‘‘(ii) any person who has a claim against the debtor 
for cash, securities, futures contracts, or options on 
futures contracts received, acquired, or held in a port-
folio margining account carried as a securities account 
pursuant to a portfolio margining program approved 
by the Commission; and 
‘‘(iii) any person who has a claim against the debtor 
arising out of sales or conversions of such securities. 
‘‘(C) EXCLUDED
PERSONS.—The term ‘customer’ does 
not include any person, to the extent that— 
‘‘(i) the claim of such person arises out of trans-
actions with a foreign subsidiary of a member of SIPC; 
or 
‘‘(ii) such person has a claim for cash or securities 
which by contract, agreement, or understanding, or 
by operation of law, is part of the capital of the debtor, 
or is subordinated to the claims of any or all creditors 
of the debtor, notwithstanding that some ground exists 
15 USC 78fff–3. 
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124 STAT. 1932 
PUBLIC LAW 111–203—JULY 21, 2010 
for declaring such contract, agreement, or under-
standing void or voidable in a suit between the claim-
ant and the debtor.’’; 
(2) in paragraph (4)— 
(A) in subparagraph (C), by striking ‘‘and’’ at the end; 
(B) by redesignating subparagraph (D) as subpara-
graph (E); and 
(C) by inserting after subparagraph (C) the following: 
‘‘(D) in the case of a portfolio margining account of 
a customer that is carried as a securities account pursuant 
to a portfolio margining program approved by the Commis-
sion, a futures contract or an option on a futures contract 
received, acquired, or held by or for the account of a debtor 
from or for such portfolio margining account, and the pro-
ceeds thereof; and’’; 
(3) in paragraph (9), in the matter following subparagraph 
(L), by inserting after ‘‘Such term’’ the following: ‘‘includes 
revenues earned by a broker or dealer in connection with a 
transaction in the portfolio margining account of a customer 
carried as securities accounts pursuant to a portfolio margining 
program approved by the Commission. Such term’’; and 
(4) in paragraph (11)— 
(A) in subparagraph (A)— 
(i) by striking ‘‘filing date, all’’ and all that follows 
through the end of the subparagraph and inserting 
the following: ‘‘filing date— 
‘‘(i) all securities positions of such customer (other 
than customer name securities reclaimed by such cus-
tomer); and 
‘‘(ii) all positions in futures contracts and options 
on futures contracts held in a portfolio margining 
account carried as a securities account pursuant to 
a portfolio margining program approved by the 
Commission, including all property collateralizing such 
positions, to the extent that such property is not other-
wise included herein; minus’’; and 
(B) in the matter following subparagraph (C), by 
striking ‘‘In determining’’ and inserting the following: ‘‘A 
claim for a commodity futures contract received, acquired, 
or held in a portfolio margining account pursuant to a 
portfolio margining program approved by the Commission 
or a claim for a security futures contract, shall be deemed 
to be a claim with respect to such contract as of the 
filing date, and such claim shall be treated as a claim 
for cash. In determining’’. 
SEC. 984. LOAN OR BORROWING OF SECURITIES. 
(a) RULEMAKING AUTHORITY.—Section 10 of the Securities 
Exchange Act of 1934 (15 U.S.C. 78j) is amended by adding at 
the end the following: 
‘‘(c)(1) To effect, accept, or facilitate a transaction involving 
the loan or borrowing of securities in contravention of such 
rules and regulations as the Commission may prescribe as 
necessary or appropriate in the public interest or for the protec-
tion of investors. 
‘‘(2) Nothing in paragraph (1) may be construed to limit 
the authority of the appropriate Federal banking agency (as 
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124 STAT. 1933 
PUBLIC LAW 111–203—JULY 21, 2010 
defined in section 3(q) of the Federal Deposit Insurance Act 
(12 U.S.C. 1813(q))), the National Credit Union Administration, 
or any other Federal department or agency having a responsi-
bility under Federal law to prescribe rules or regulations 
restricting transactions involving the loan or borrowing of secu-
rities in order to protect the safety and soundness of a financial 
institution or to protect the financial system from systemic 
risk.’’. 
(b) RULEMAKING REQUIRED.—Not later than 2 years after the 
date of enactment of this Act, the Commission shall promulgate 
rules that are designed to increase the transparency of information 
available to brokers, dealers, and investors, with respect to the 
loan or borrowing of securities. 
SEC. 985. TECHNICAL CORRECTIONS TO FEDERAL SECURITIES LAWS. 
(a) SECURITIES ACT OF 1933.—The Securities Act of 1933 (15 
U.S.C. 77a et seq.) is amended— 
(1) in section 3(a)(4) (15 U.S.C. 77c(a)(4)), by striking ‘‘indi-
vidual;’’ and inserting ‘‘individual,’’; 
(2) in section 18 (15 U.S.C. 77r)— 
(A) in subsection (b)(1)(C), by striking ‘‘is a security’’ 
and inserting ‘‘a security’’; and 
(B) in subsection (c)(2)(B)(i), by striking ‘‘State, or’’ 
and inserting ‘‘State or’’; 
(3) in section 19(d)(6)(A) (15 U.S.C. 77s(d)(6)(A)), by striking 
‘‘in paragraph (1) of (3)’’ and inserting ‘‘in paragraph (1) or 
(3)’’; and 
(4) in section 27A(c)(1)(B)(ii) (15 U.S.C. 77z–2(c)(1)(B)(ii)), 
by striking ‘‘business entity;’’ and inserting ‘‘business entity,’’. 
(b) SECURITIES
EXCHANGE
ACT
OF
1934.—The Securities 
Exchange Act of 1934 (15 U.S.C. 78a et seq.) is amended— 
(1) in section 2 (15 U.S.C. 78b), by striking ‘‘affected’’ and 
inserting ‘‘effected’’; 
(2) in section 3 (15 U.S.C. 78c)— 
(A) in subsection (a)(55)(A), by striking ‘‘section 3(a)(12) 
of the Securities Exchange Act of 1934’’ and inserting ‘‘sec-
tion 3(a)(12) of this title’’; and 
(B) in subsection (g), by striking ‘‘company, account 
person, or entity’’ and inserting ‘‘company, account, person, 
or entity’’; 
(3) in section 10A(i)(1)(B) (15 U.S.C. 78j–1(i)(1)(B))— 
(A) in the subparagraph heading, by striking ‘‘MINIMUS’’ 
and inserting ‘‘MINIMIS’’; and 
(B) in clause (i), by striking ‘‘nonaudit’’ and inserting 
‘‘non-audit’’; 
(4) in section 13(b)(1) (15 U.S.C. 78m(b)(1)), by striking 
‘‘earning statement’’ and inserting ‘‘earnings statement’’; 
(5) in section 15 (15 U.S.C. 78o)— 
(A) in subsection (b)(1)— 
(i) in subparagraph (B), by striking ‘‘The order 
granting’’ and all that follows through ‘‘from such mem-
bership.’’; and 
(ii) in the undesignated matter immediately fol-
lowing subparagraph (B), by inserting after the first 
sentence the following: ‘‘The order granting registration 
shall not be effective until such broker or dealer has 
become a member of a registered securities association, 
Deadline. 
15 USC 78j note. 
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124 STAT. 1934 
PUBLIC LAW 111–203—JULY 21, 2010 
or until such broker or dealer has become a member 
of a national securities exchange, if such broker or 
dealer effects transactions solely on that exchange, 
unless the Commission has exempted such broker or 
dealer, by rule or order, from such membership.’’; 
(6) in section 15C(a)(2) (15 U.S.C. 78o–5(a)(2))— 
(A) by redesignating clauses (i) and (ii) as subpara-
graphs (A) and (B), respectively, and adjusting the subpara-
graph margins accordingly; 
(B) in subparagraph (B), as so redesignated, by striking 
‘‘The order granting’’ and all that follows through ‘‘from 
such membership.’’; and 
(C) in the matter following subparagraph (B), as so 
redesignated, by inserting after the first sentence the fol-
lowing: ‘‘The order granting registration shall not be effec-
tive until such government securities broker or government 
securities dealer has become a member of a national securi-
ties exchange registered under section 6 of this title, or 
a securities association registered under section 15A of 
this title, unless the Commission has exempted such 
government securities broker or government securities 
dealer, by rule or order, from such membership.’’; 
(7) in section 17(b)(1)(B) (15 U.S.C. 78q(b)(1)(B)), by 
striking ‘‘15A(k) gives’’ and inserting ‘‘15A(k), give’’; and 
(8) in section 21C(c)(2) (15 U.S.C. 78u–3(c)(2)), by striking 
‘‘paragraph (1) subsection’’ and inserting ‘‘Paragraph (1)’’. 
(c) TRUST INDENTURE ACT OF 1939.—The Trust Indenture Act 
of 1939 (15 U.S.C. 77aaa et seq.) is amended— 
(1) in section 304(b) (15 U.S.C. 77ddd(b)), by striking ‘‘sec-
tion 2 of such Act’’ and inserting ‘‘section 2(a) of such Act’’; 
and 
(2) in section 317(a)(1) (15 U.S.C. 77qqq(a)(1)), by striking 
‘‘, in the’’ and inserting ‘‘in the’’. 
(d) INVESTMENT COMPANY ACT OF 1940.—The Investment Com-
pany Act of 1940 (15 U.S.C. 80a–1 et seq.) is amended— 
(1) in section 2(a)(19) (15 U.S.C. 80a–2(a)(19)), in the 
matter following subparagraph (B)(vii)— 
(A) by striking ‘‘clause (vi)’’ each place that term 
appears and inserting ‘‘clause (vii)’’; and 
(B) in each of subparagraphs (A)(vi) and (B)(vi), by 
adding ‘‘and’’ at the end of subclause (III); 
(2) in section 9(b)(4)(B) (15 U.S.C. 80a–9(b)(4)(B)), by 
adding ‘‘or’’ after the semicolon at the end; 
(3) in section 12(d)(1)(J) (15 U.S.C. 80a–12(d)(1)(J)), by 
striking ‘‘any provision of this subsection’’ and inserting ‘‘any 
provision of this paragraph’’; 
(4) in section 17(f) (15 U.S.C. 80a–17(f))— 
(A) in paragraph (4), by striking ‘‘No such member’’ 
and inserting ‘‘No member of a national securities 
exchange’’; and 
(B) in paragraph (6), by striking ‘‘company may serve’’ 
and inserting ‘‘company, may serve’’; and 
(5) 
in 
section 
61(a)(3)(B)(iii) 
(15 
U.S.C. 
80a– 
60(a)(3)(B)(iii))— 
(A) by striking ‘‘paragraph (1) of section 205’’ and 
inserting ‘‘section 205(a)(1)’’; and 
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124 STAT. 1935 
PUBLIC LAW 111–203—JULY 21, 2010 
(B) by striking ‘‘clause (A) or (B) of that section’’ and 
inserting ‘‘paragraph (1) or (2) of section 205(b)’’. 
(e) INVESTMENT
ADVISERS
ACT
OF
1940.—The Investment 
Advisers Act of 1940 (15 U.S.C. 80b–1 et seq.) is amended— 
(1) in section 203 (15 U.S.C. 80b–3)— 
(A) in subsection (c)(1)(A), by striking ‘‘principal busi-
ness office and’’ and inserting ‘‘principal office, principal 
place of business, and’’; and 
(B) in subsection (k)(4)(B), in the matter following 
clause (ii), by striking ‘‘principal place of business’’ and 
inserting ‘‘principal office or place of business’’; 
(2) in section 206(3) (15 U.S.C. 80b–6(3)), by adding ‘‘or’’ 
after the semicolon at the end; 
(3) in section 213(a) (15 U.S.C. 80b–13(a)), by striking 
‘‘principal place of business’’ and inserting ‘‘principal office or 
place of business’’; and 
(4) in section 222 (15 U.S.C. 80b–18a), by striking ‘‘principal 
place of business’’ each place that term appears and inserting 
‘‘principal office and place of business’’. 
SEC. 986. CONFORMING AMENDMENTS RELATING TO REPEAL OF THE 
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935. 
(a) SECURITIES
EXCHANGE
ACT
OF
1934.—The Securities 
Exchange Act of 1934 (15 U.S.C. 78 et seq.) is amended— 
(1) in section 3(a)(47) (15 U.S.C. 78c(a)(47)), by striking 
‘‘the Public Utility Holding Company Act of 1935 (15 U.S.C. 
79a et seq.),’’; 
(2) in section 12(k) (15 U.S.C. 78l(k)), by amending para-
graph (7) to read as follows:
‘‘(7) DEFINITION.—For purposes of this subsection, the term 
‘emergency’ means— 
‘‘(A) a major market disturbance characterized by or 
constituting— 
‘‘(i) sudden and excessive fluctuations of securities 
prices generally, or a substantial threat thereof, that 
threaten fair and orderly markets; or 
‘‘(ii) a substantial disruption of the safe or efficient 
operation of the national system for clearance and 
settlement of transactions in securities, or a substan-
tial threat thereof; or 
‘‘(B) a major disturbance that substantially disrupts, 
or threatens to substantially disrupt— 
‘‘(i) the functioning of securities markets, invest-
ment companies, or any other significant portion or 
segment of the securities markets; or 
‘‘(ii) the transmission or processing of securities 
transactions.’’; and 
(3) in section 21(h)(2) (15 U.S.C. 78u(h)(2)), by striking 
‘‘section 18(c) of the Public Utility Holding Company Act of 
1935,’’. 
(b) TRUST INDENTURE ACT OF 1939.—The Trust Indenture Act 
of 1939 (15 U.S.C. 77aaa et seq.) is amended— 
(1) in section 303 (15 U.S.C. 77ccc), by striking paragraph 
(17) and inserting the following: 
‘‘(17) The terms ‘Securities Act of 1933’ and ‘Securities 
Exchange Act of 1934’ shall be deemed to refer, respectively, 
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124 STAT. 1936 
PUBLIC LAW 111–203—JULY 21, 2010 
to such Acts, as amended, whether amended prior to or after 
the enactment of this title.’’; 
(2) in section 308 (15 U.S.C. 77hhh), by striking ‘‘Securities 
Act of 1933, the Securities Exchange Act of 1934, or the Public 
Utility Holding Company Act of 1935’’ each place that term 
appears and inserting ‘‘Securities Act of 1933 or the Securities 
Exchange Act of 1934’’; 
(3) in section 310 (15 U.S.C. 77jjj), by striking subsection 
(c); 
(4) in section 311 (15 U.S.C. 77kkk), by striking subsection 
(c); 
(5) in section 323(b) (15 U.S.C. 77www(b)), by striking 
‘‘Securities Act of 1933, or the Securities Exchange Act of 
1934, or the Public Utility Holding Company Act of 1935’’ 
and inserting ‘‘Securities Act of 1933 or the Securities Exchange 
Act of 1934’’; and 
(6) in section 326 (15 U.S.C. 77zzz), by striking ‘‘Securities 
Act of 1933, or the Securities Exchange Act of 1934, or the 
Public Utility Holding Company Act of 1935,’’ and inserting 
‘‘Securities Act of 1933 or the Securities Exchange Act of 1934’’. 
(c) INVESTMENT COMPANY ACT OF 1940.—The Investment Com-
pany Act of 1940 (15 U.S.C. 80a–1 et seq.) is amended— 
(1) in section 2(a)(44) (15 U.S.C. 80a–2(a)(44)), by striking 
‘‘ ‘Public Utility Holding Company Act of 1935’,’’; 
(2) in section 3(c) (15 U.S.C. 80a–3(c)), by striking para-
graph (8) and inserting the following: 
‘‘(8) [Repealed]’’; 
(3) in section 38(b) (15 U.S.C. 80a–37(b)), by striking ‘‘the 
Public Utility Holding Company Act of 1935,’’; and 
(4) in section 50 (15 U.S.C. 80a–49), by striking ‘‘the Public 
Utility Holding Company Act of 1935,’’. 
(d) INVESTMENT ADVISERS ACT
OF 1940.—Section 202(a)(21) 
of the Investment Advisers Act of 1940 (15 U.S.C. 80b–2(a)(21)) 
is amended by striking ‘‘ ‘Public Utility Holding Company Act of 
1935’,’’. 
SEC. 987. AMENDMENT TO DEFINITION OF MATERIAL LOSS AND NON-
MATERIAL LOSSES TO THE DEPOSIT INSURANCE FUND 
FOR PURPOSES OF INSPECTOR GENERAL REVIEWS. 
(a) IN GENERAL.—Section 38(k) of the Federal Deposit Insur-
ance Act (U.S.C. 1831o(k)) is amended— 
(1) in paragraph (2), by striking subparagraph (B) and 
inserting the following: 
‘‘(B) MATERIAL LOSS DEFINED.—The term ‘material loss’ 
means any estimated loss in excess of— 
‘‘(i) $200,000,000, if the loss occurs during the 
period beginning on January 1, 2010, and ending on 
December 31, 2011; 
‘‘(ii) $150,000,000, if the loss occurs during the 
period beginning on January 1, 2012, and ending on 
December 31, 2013; and 
‘‘(iii) $50,000,000, if the loss occurs on or after 
January 1, 2014, provided that if the inspector general 
of a Federal banking agency certifies to the Committee 
on Banking, Housing, and Urban Affairs of the Senate 
and the Committee on Financial Services of the House 
12 USC 1831o. 
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124 STAT. 1937 
PUBLIC LAW 111–203—JULY 21, 2010 
of Representatives that the number of projected fail-
ures of depository institutions that would require mate-
rial loss reviews for the following 12 months will be 
greater than 30 and would hinder the effectiveness 
of its oversight functions, then the definition of ‘mate-
rial loss’ shall be $75,000,000 for a duration of 1 year 
from the date of the certification.’’; 
(2) in paragraph (4)(A) by striking ‘‘the report’’ and 
inserting ‘‘any report on losses required under this subsection,’’; 
(3) by striking paragraph (6); 
(4) by redesignating paragraph (5) as paragraph (6); and 
(5) by inserting after paragraph (4) the following: 
‘‘(5) LOSSES THAT ARE NOT MATERIAL.— 
‘‘(A) SEMIANNUAL
REPORT.—For the 6-month period 
ending on March 31, 2010, and each 6-month period there-
after, the Inspector General of each Federal banking agency 
shall— 
‘‘(i) identify losses that the Inspector General esti-
mates have been incurred by the Deposit Insurance 
Fund during that 6-month period, with respect to the 
insured depository institutions supervised by the Fed-
eral banking agency; 
‘‘(ii) for each loss incurred by the Deposit Insurance 
Fund that is not a material loss, determine— 
‘‘(I) the grounds identified by the Federal 
banking agency or State bank supervisor for 
appointing the Corporation as receiver under sec-
tion 11(c)(5); and 
‘‘(II) whether any unusual circumstances exist 
that might warrant an in-depth review of the loss; 
and 
‘‘(iii) prepare and submit a written report to the 
appropriate Federal banking agency and to Congress 
on the results of any determination by the Inspector 
General, including— 
‘‘(I) an identification of any loss that warrants 
an in-depth review, together with the reasons why 
such review is warranted, or, if the Inspector Gen-
eral determines that no review is warranted, an 
explanation of such determination; and 
‘‘(II) for each loss identified under subclause 
(I) that warrants an in-depth review, the date 
by which such review, and a report on such review 
prepared in a manner consistent with reports 
under paragraph (1)(A), will be completed and sub-
mitted to the Federal banking agency and Con-
gress. 
‘‘(B) 
DEADLINE
FOR
SEMIANNUAL
REPORT.—The 
Inspector General of each Federal banking agency shall— 
‘‘(i) submit each report required under paragraph 
(A) expeditiously, and not later than 90 days after 
the end of the 6-month period covered by the report; 
and 
‘‘(ii) provide a copy of the report required under 
paragraph (A) to any Member of Congress, upon 
request.’’. 
Time period. 
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124 STAT. 1938 
PUBLIC LAW 111–203—JULY 21, 2010 
(b) TECHNICAL AND CONFORMING AMENDMENT.—The heading 
for subsection (k) of section 38 of the Federal Deposit Insurance 
Act (U.S.C. 1831o(k)) is amended to read as follows: 
‘‘(k) REVIEWS
REQUIRED
WHEN
DEPOSIT
INSURANCE
FUND 
INCURS LOSSES.—’’. 
SEC. 988. AMENDMENT TO DEFINITION OF MATERIAL LOSS AND NON-
MATERIAL LOSSES TO THE NATIONAL CREDIT UNION 
SHARE INSURANCE FUND FOR PURPOSES OF INSPECTOR 
GENERAL REVIEWS. 
(a) IN GENERAL.—Section 216(j) of the Federal Credit Union 
Act (12 U.S.C. 1790d(j)) is amended to read as follows: 
‘‘(j) REVIEWS REQUIRED WHEN SHARE INSURANCE FUND EXPERI-
ENCES LOSSES.— 
‘‘(1) IN GENERAL.—If the Fund incurs a material loss with 
respect to an insured credit union, the Inspector General of 
the Board shall— 
‘‘(A) submit to the Board a written report reviewing 
the supervision of the credit union by the Administration 
(including the implementation of this section by the 
Administration), which shall include— 
‘‘(i) a description of the reasons why the problems 
of the credit union resulted in a material loss to the 
Fund; and 
‘‘(ii) recommendations for preventing any such loss 
in the future; and 
‘‘(B) submit a copy of the report under subparagraph 
(A) to— 
‘‘(i) the Comptroller General of the United States; 
‘‘(ii) the Corporation; 
‘‘(iii) in the case of a report relating to a State 
credit union, the appropriate State supervisor; and 
‘‘(iv) to any Member of Congress, upon request. 
‘‘(2) MATERIAL LOSS DEFINED.—For purposes of determining 
whether the Fund has incurred a material loss with respect 
to an insured credit union, a loss is material if it exceeds 
the sum of— 
‘‘(A) $25,000,000; and 
‘‘(B) an amount equal to 10 percent of the total assets 
of the credit union on the date on which the Board initiated 
assistance under section 208 or was appointed liquidating 
agent. 
‘‘(3) PUBLIC DISCLOSURE REQUIRED.— 
‘‘(A) IN GENERAL.—The Board shall disclose a report 
under this subsection, upon request under section 552 of 
title 5, United States Code, without excising— 
‘‘(i) any portion under section 552(b)(5) of title 
5, United States Code; or 
‘‘(ii) any information about the insured credit union 
(other than trade secrets) under section 552(b)(8) of 
title 5, United States Code. 
‘‘(B) RULE OF CONSTRUCTION.—Subparagraph (A) may 
not be construed as requiring the agency to disclose the 
name of any customer of the insured credit union (other 
than an institution-affiliated party), or information from 
which the identity of such customer could reasonably be 
ascertained. 
Reports. 
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124 STAT. 1939 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(4) LOSSES THAT ARE NOT MATERIAL.— 
‘‘(A) SEMIANNUAL
REPORT.—For the 6-month period 
ending on March 31, 2010, and each 6-month period there-
after, the Inspector General of the Board shall— 
‘‘(i) identify any losses that the Inspector General 
estimates were incurred by the Fund during such 6- 
month period, with respect to insured credit unions; 
‘‘(ii) for each loss to the Fund that is not a material 
loss, determine— 
‘‘(I) the grounds identified by the Board or 
the State official having jurisdiction over a State 
credit union for appointing the Board as the liqui-
dating agent for any Federal or State credit union; 
and 
‘‘(II) whether any unusual circumstances exist 
that might warrant an in-depth review of the loss; 
and 
‘‘(iii) prepare and submit a written report to the 
Board and to Congress on the results of the determina-
tions of the Inspector General that includes— 
‘‘(I) an identification of any loss that warrants 
an in-depth review, and the reasons such review 
is warranted, or if the Inspector General deter-
mines that no review is warranted, an explanation 
of such determination; and 
‘‘(II) for each loss identified in subclause (I) 
that warrants an in-depth review, the date by 
which such review, and a report on the review 
prepared in a manner consistent with reports 
under paragraph (1)(A), will be completed. 
‘‘(B) 
DEADLINE
FOR
SEMIANNUAL
REPORT.—The 
Inspector General of the Board shall— 
‘‘(i) submit each report required under subpara-
graph (A) expeditiously, and not later than 90 days 
after the end of the 6-month period covered by the 
report; and 
‘‘(ii) provide a copy of the report required under 
subparagraph (A) to any Member of Congress, upon 
request. 
‘‘(5) GAO REVIEW.—The Comptroller General of the United 
States shall, under such conditions as the Comptroller General 
determines to be appropriate— 
‘‘(A) review each report made under paragraph (1), 
including the extent to which the Inspector General of 
the Board complied with the requirements under section 
8L of the Inspector General Act of 1978 (5 U.S.C. App.) 
with respect to each such report; and 
‘‘(B) recommend improvements to the supervision of 
insured credit unions (including improvements relating to 
the implementation of this section).’’. 
SEC. 989. GOVERNMENT ACCOUNTABILITY OFFICE STUDY ON PROPRI-
ETARY TRADING. 
(a) DEFINITIONS.—In this section— 
(1) the term ‘‘covered entity’’ means— 
(A) an insured depository institution, an affiliate of 
an insured depository institution, a bank holding company, 
Recommenda- 
tions. 
Determination. 
Time periods. 
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124 STAT. 1940 
PUBLIC LAW 111–203—JULY 21, 2010 
a financial holding company, or a subsidiary of a bank 
holding company or a financial holding company, as those 
terms are defined in the Bank Holding Company Act of 
1956 (12 U.S.C. 1841 et seq.); and 
(B) any other entity, as the Comptroller General of 
the United States may determine; and 
(2) the term ‘‘proprietary trading’’ means the act of a cov-
ered entity investing as a principal in securities, commodities, 
derivatives, hedge funds, private equity firms, or such other 
financial products or entities as the Comptroller General may 
determine. 
(b) STUDY.— 
(1) IN GENERAL.—The Comptroller General of the United 
States shall conduct a study regarding the risks and conflicts 
associated with proprietary trading by and within covered enti-
ties, including an evaluation of— 
(A) whether proprietary trading presents a material 
systemic risk to the stability of the United States financial 
system, and if so, the costs and benefits of options for 
mitigating such systemic risk; 
(B) whether proprietary trading presents material risks 
to the safety and soundness of the covered entities that 
engage in such activities, and if so, the costs and benefits 
of options for mitigating such risks; 
(C) whether proprietary trading presents material con-
flicts of interest between covered entities that engage in 
proprietary trading and the clients of the institutions who 
use the firm to execute trades or who rely on the firm 
to manage assets, and if so, the costs and benefits of 
options for mitigating such conflicts of interest; 
(D) whether adequate disclosure regarding the risks 
and conflicts of proprietary trading is provided to the 
depositors, trading and asset management clients, and 
investors of covered entities that engage in proprietary 
trading, and if not, the costs and benefits of options for 
the improvement of such disclosure; and 
(E) whether the banking, securities, and commodities 
regulators of institutions that engage in proprietary trading 
have in place adequate systems and controls to monitor 
and contain any risks and conflicts of interest related to 
proprietary trading, and if not, the costs and benefits of 
options for the improvement of such systems and controls. 
(2) CONSIDERATIONS.—In carrying out the study required 
under paragraph (1), the Comptroller General shall consider— 
(A) current practice relating to proprietary trading; 
(B) the advisability of a complete ban on proprietary 
trading; 
(C) limitations on the scope of activities that covered 
entities may engage in with respect to proprietary trading; 
(D) the advisability of additional capital requirements 
for covered entities that engage in proprietary trading; 
(E) enhanced restrictions on transactions between 
affiliates related to proprietary trading; 
(F) enhanced accounting disclosures relating to propri-
etary trading; 
(G) enhanced public disclosure relating to proprietary 
trading; and 
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124 STAT. 1941 
PUBLIC LAW 111–203—JULY 21, 2010 
(H) any other options the Comptroller General deems 
appropriate. 
(c) REPORT
TO CONGRESS.—Not later than 15 months after 
the date of enactment of this Act, the Comptroller General shall 
submit a report to Congress on the results of the study conducted 
under subsection (b). 
(d) ACCESS BY COMPTROLLER GENERAL.—For purposes of con-
ducting the study required under subsection (b), the Comptroller 
General shall have access, upon request, to any information, data, 
schedules, books, accounts, financial records, reports, files, elec-
tronic communications, or other papers, things, or property 
belonging to or in use by a covered entity that engages in propri-
etary trading, and to the officers, directors, employees, independent 
public accountants, financial advisors, staff, and agents and rep-
resentatives of a covered entity (as related to the activities of 
the agent or representative on behalf of the covered entity), at 
such reasonable times as the Comptroller General may request. 
The Comptroller General may make and retain copies of books, 
records, accounts, and other records, as the Comptroller General 
deems appropriate. 
(e) CONFIDENTIALITY OF REPORTS.— 
(1) IN GENERAL.—Except as provided in paragraph (2), the 
Comptroller General may not disclose information regarding— 
(A) any proprietary trading activity of a covered entity, 
unless such information is disclosed at a level of generality 
that does not reveal the investment or trading position 
or strategy of the covered entity for any specific security, 
commodity, derivative, or other investment or financial 
product; or 
(B) any individual interviewed by the Comptroller Gen-
eral for purposes of the study under subsection (b), unless 
such information is disclosed at a level of generality that 
does not reveal— 
(i) the name of or identifying details relating to 
such individual; or 
(ii) in the case of an individual who is an employee 
of a third party that provides professional services 
to a covered entity believed to be engaged in propri-
etary trading, the name of or any identifying details 
relating to such third party. 
(2) EXCEPTIONS.—The Comptroller General may disclose 
the information described in paragraph (1)— 
(A) to a department, agency, or official of the Federal 
Government, for official use, upon request; 
(B) to a committee of Congress, upon request; and 
(C) to a court, upon an order of such court. 
SEC. 989A. SENIOR INVESTOR PROTECTIONS. 
(a) DEFINITIONS.—As used in this section— 
(1) the term ‘‘eligible entity’’ means— 
(A) a securities commission (or any agency or office 
performing like functions) of a State that the Office deter-
mines has adopted rules on the appropriate use of designa-
tions in the offer or sale of securities or the provision 
of investment advice that meet or exceed the minimum 
requirements of the NASAA Model Rule on the Use of 
12 USC 5537. 
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124 STAT. 1942 
PUBLIC LAW 111–203—JULY 21, 2010 
Senior-Specific Certifications and Professional Designations 
(or any successor thereto); 
(B) the insurance commission (or any agency or office 
performing like functions) of any State that the Office 
determines has— 
(i) adopted rules on the appropriate use of designa-
tions in the sale of insurance products that, to the 
extent practicable, conform to the minimum require-
ments of the National Association of Insurance 
Commissioners Model Regulation on the Use of Senior- 
Specific Certifications and Professional Designations 
in the Sale of Life Insurance and Annuities (or any 
successor thereto); and 
(ii) adopted rules with respect to fiduciary or suit-
ability requirements in the sale of annuities that meet 
or exceed the minimum requirements established by 
the Suitability in Annuity Transactions Model Regula-
tion of the National Association of Insurance Commis-
sioners (or any successor thereto); or 
(C) a consumer protection agency of any State, if— 
(i) the securities commission (or any agency or 
office performing like functions) of the State is eligible 
under subparagraph (A); or 
(ii) the insurance commission (or any agency or 
office performing like functions) of the State is eligible 
under subparagraph (B); 
(2) the term ‘‘financial product’’ means a security, an insur-
ance product (including an insurance product that pays a 
return, whether fixed or variable), a bank product, and a loan 
product; 
(3) the term ‘‘misleading designation’’— 
(A) means a certification, professional designation, or 
other purported credential that indicates or implies that 
a salesperson or adviser has special certification or training 
in advising or servicing seniors; and 
(B) does not include a certification, professional des-
ignation, license, or other credential that— 
(i) was issued by or obtained from an academic 
institution having regional accreditation; 
(ii) meets the standards for certifications and 
professional designations outlined by the NASAA 
Model Rule on the Use of Senior-Specific Certifications 
and Professional Designations (or any successor 
thereto) or by the Model Regulations on the Use of 
Senior-Specific Certifications and Professional Designa-
tions in the Sale of Life Insurance and Annuities, 
adopted by the National Association of Insurance 
Commissioners (or any successor thereto); or 
(iii) was issued by or obtained from a State; 
(4) the term ‘‘misleading or fraudulent marketing’’ means 
the use of a misleading designation by a person that sells 
to or advises a senior in connection with the sale of a financial 
product; 
(5) the term ‘‘NASAA’’ means the North American Securi-
ties Administrators Association; 
(6) the term ‘‘Office’’ means the Office of Financial Literacy 
of the Bureau; 
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124 STAT. 1943 
PUBLIC LAW 111–203—JULY 21, 2010 
(7) the term ‘‘senior’’ means any individual who has 
attained the age of 62 years or older; and 
(8) the term ‘‘State’’ has the same meaning as in section 
3 of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)). 
(b) GRANTS TO STATES FOR ENHANCED PROTECTION OF SENIORS 
FROM BEING MISLED BY FALSE DESIGNATIONS.—The Office shall 
establish a program under which the Office may make grants 
to States or eligible entities— 
(1) to hire staff to identify, investigate, and prosecute 
(through civil, administrative, or criminal enforcement actions) 
cases involving misleading or fraudulent marketing; 
(2) to fund technology, equipment, and training for regu-
lators, prosecutors, and law enforcement officers, in order to 
identify salespersons and advisers who target seniors through 
the use of misleading designations; 
(3) to fund technology, equipment, and training for prosecu-
tors to increase the successful prosecution of salespersons and 
advisers who target seniors with the use of misleading designa-
tions; 
(4) to provide educational materials and training to regu-
lators on the appropriateness of the use of designations by 
salespersons and advisers in connection with the sale and mar-
keting of financial products; 
(5) to provide educational materials and training to seniors 
to increase awareness and understanding of misleading or 
fraudulent marketing; 
(6) to develop comprehensive plans to combat misleading 
or fraudulent marketing of financial products to seniors; and 
(7) to enhance provisions of State law to provide protection 
for seniors against misleading or fraudulent marketing. 
(c) APPLICATIONS.—A State or eligible entity desiring a grant 
under this section shall submit an application to the Office, in 
such form and in such a manner as the Office may determine, 
that includes— 
(1) a proposal for activities to protect seniors from mis-
leading or fraudulent marketing that are proposed to be funded 
using a grant under this section, including— 
(A) an identification of the scope of the problem of 
misleading or fraudulent marketing in the State; 
(B) a description of how the proposed activities would— 
(i) protect seniors from misleading or fraudulent 
marketing in the sale of financial products, including 
by proactively identifying victims of misleading and 
fraudulent marketing who are seniors; 
(ii) assist in the investigation and prosecution of 
those using misleading or fraudulent marketing; and 
(iii) discourage and reduce cases of misleading or 
fraudulent marketing; and 
(C) a description of how the proposed activities would 
be coordinated with other State efforts; and 
(2) any other information, as the Office determines is appro-
priate. 
(d) PERFORMANCE
OBJECTIVES
AND
REPORTING
REQUIRE-
MENTS.—The Office may establish such performance objectives and 
reporting requirements for States and eligible entities receiving 
a grant under this section as the Office determines are necessary 
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124 STAT. 1944 
PUBLIC LAW 111–203—JULY 21, 2010 
to carry out and assess the effectiveness of the program under 
this section. 
(e) MAXIMUM AMOUNT.—The amount of a grant under this 
section may not exceed— 
(1) $500,000 for each of 3 consecutive fiscal years, if the 
recipient is a State, or an eligible entity of a State, that has 
adopted rules— 
(A) on the appropriate use of designations in the offer 
or sale of securities or investment advice that meet or 
exceed the minimum requirements of the NASAA Model 
Rule on the Use of Senior-Specific Certifications and Profes-
sional Designations (or any successor thereto); 
(B) on the appropriate use of designations in the sale 
of insurance products that, to the extent practicable, con-
form to the minimum requirements of the National Associa-
tion of Insurance Commissioners Model Regulation on the 
Use of Senior-Specific Certifications and Professional Des-
ignations in the Sale of Life Insurance and Annuities (or 
any successor thereto); and 
(C) with respect to fiduciary or suitability requirements 
in the sale of annuities that meet or exceed the minimum 
requirements established by the Suitability in Annuity 
Transactions Model Regulation of the National Association 
of Insurance Commissioners (or any successor thereto); and 
(2) $100,000 for each of 3 consecutive fiscal years, if the 
recipient is a State, or an eligible entity of a State, that has 
adopted— 
(A) rules on the appropriate use of designations in 
the offer or sale of securities or investment advice that 
meet or exceed the minimum requirements of the NASAA 
Model Rule on the Use of Senior-Specific Certifications 
and Professional Designations (or any successor thereto); 
or 
(B) rules— 
(i) on the appropriate use of designations in the 
sale of insurance products that, to the extent prac-
ticable, conform to the minimum requirements of the 
National Association of Insurance Commissioners 
Model Regulation on the Use of Senior-Specific Certifi-
cations and Professional Designations in the Sale of 
Life Insurance and Annuities (or any successor 
thereto); and 
(ii) with respect to fiduciary or suitability require-
ments in the sale of annuities that meet or exceed 
the minimum requirements established by the Suit-
ability in Annuity Transactions Model Regulation of 
the National Association of Insurance Commissioners 
(or any successor thereto). 
(f) SUBGRANTS.—A State or eligible entity that receives a grant 
under this section may make a subgrant, as the State or eligible 
entity determines is necessary to carry out the activities funded 
using a grant under this section. 
(g) REAPPLICATION.—A State or eligible entity that receives 
a grant under this section may reapply for a grant under this 
section, notwithstanding the limitations on grant amounts under 
subsection (e). 
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124 STAT. 1945 
PUBLIC LAW 111–203—JULY 21, 2010 
(h) AUTHORIZATION OF APPROPRIATIONS.—There are authorized 
to be appropriated to carry out this section, $8,000,000 for each 
of fiscal years 2011 through 2015. 
SEC. 989B. DESIGNATED FEDERAL ENTITY INSPECTORS GENERAL 
INDEPENDENCE. 
Section 8G of the Inspector General Act of 1978 (5 U.S.C. 
App.) is amended— 
(1) in subsection (a)(4)— 
(A) in the matter preceding subparagraph (A), by 
inserting ‘‘the board or commission of the designated Fed-
eral entity, or in the event the designated Federal entity 
does not have a board or commission,’’ after ‘‘means’’; 
(B) in subparagraph (A), by striking ‘‘and’’ after the 
semicolon; and 
(C) by adding after subparagraph (B) the following: 
‘‘(C) with respect to the Federal Labor Relations 
Authority, such term means the members of the Authority 
(described under section 7104 of title 5, United States 
Code); 
‘‘(D) with respect to the National Archives and Records 
Administration, such term means the Archivist of the 
United States; 
‘‘(E) with respect to the National Credit Union 
Administration, such term means the National Credit 
Union Administration Board (described under section 102 
of the Federal Credit Union Act (12 U.S.C. 1752a); 
‘‘(F) with respect to the National Endowment of the 
Arts, such term means the National Council on the Arts; 
‘‘(G) with respect to the National Endowment for the 
Humanities, such term means the National Council on 
the Humanities; and 
‘‘(H) with respect to the Peace Corps, such term means 
the Director of the Peace Corps;’’; and 
(2) in subsection (h), by inserting ‘‘if the designated Federal 
entity is not a board or commission, include’’ after ‘‘designated 
Federal entities and’’. 
SEC. 989C. STRENGTHENING INSPECTOR GENERAL ACCOUNTABILITY. 
Section 5(a) of the Inspector General Act of 1978 (5 U.S.C. 
App.) is amended— 
(1) in paragraph (12), by striking ‘‘and’’ after the semicolon; 
(2) in paragraph (13), by striking the period and inserting 
a semicolon; and 
(3) by adding at the end the following: 
‘‘(14)(A) an appendix containing the results of any peer 
review conducted by another Office of Inspector General during 
the reporting period; or 
‘‘(B) if no peer review was conducted within that reporting 
period, a statement identifying the date of the last peer review 
conducted by another Office of Inspector General; 
‘‘(15) a list of any outstanding recommendations from any 
peer review conducted by another Office of Inspector General 
that have not been fully implemented, including a statement 
describing the status of the implementation and why 
implementation is not complete; and 
‘‘(16) a list of any peer reviews conducted by the Inspector 
General of another Office of the Inspector General during the 
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124 STAT. 1946 
PUBLIC LAW 111–203—JULY 21, 2010 
reporting period, including a list of any outstanding rec-
ommendations made from any previous peer review (including 
any peer review conducted before the reporting period) that 
remain outstanding or have not been fully implemented.’’. 
SEC. 989D. REMOVAL OF INSPECTORS GENERAL OF DESIGNATED FED-
ERAL ENTITIES. 
Section 8G(e) of the Inspector General Act of 1978 (5 U.S.C. 
App.) is amended— 
(1) by redesignating the sentences following ‘‘(e)’’ as para-
graph (2); and 
(2) by striking ‘‘(e)’’ and inserting the following: 
‘‘(e)(1) In the case of a designated Federal entity for which 
a board or commission is the head of the designated Federal entity, 
a removal under this subsection may only be made upon the written 
concurrence of a 2⁄3 majority of the board or commission.’’. 
SEC. 989E. ADDITIONAL OVERSIGHT OF FINANCIAL REGULATORY 
SYSTEM. 
(a) COUNCIL
OF INSPECTORS GENERAL
ON FINANCIAL OVER-
SIGHT.— 
(1) ESTABLISHMENT AND MEMBERSHIP.—There is established 
a Council of Inspectors General on Financial Oversight (in 
this section referred to as the ‘‘Council of Inspectors General’’) 
chaired by the Inspector General of the Department of the 
Treasury and composed of the inspectors general of the fol-
lowing: 
(A) The Board of Governors of the Federal Reserve 
System. 
(B) The Commodity Futures Trading Commission. 
(C) The Department of Housing and Urban Develop-
ment. 
(D) The Department of the Treasury. 
(E) The Federal Deposit Insurance Corporation. 
(F) The Federal Housing Finance Agency. 
(G) The National Credit Union Administration. 
(H) The Securities and Exchange Commission. 
(I) The Troubled Asset Relief Program (until the termi-
nation of the authority of the Special Inspector General 
for such program under section 121(k) of the Emergency 
Economic Stabilization Act of 2008 (12 U.S.C. 5231(k))). 
(2) DUTIES.— 
(A) MEETINGS.—The Council of Inspectors General 
shall meet not less than once each quarter, or more fre-
quently if the chair considers it appropriate, to facilitate 
the sharing of information among inspectors general and 
to discuss the ongoing work of each inspector general who 
is a member of the Council of Inspectors General, with 
a focus on concerns that may apply to the broader financial 
sector and ways to improve financial oversight. 
(B) ANNUAL REPORT.—Each year the Council of Inspec-
tors General shall submit to the Council and to Congress 
a report including— 
(i) for each inspector general who is a member 
of the Council of Inspectors General, a section within 
the exclusive editorial control of such inspector general 
that highlights the concerns and recommendations of 
such inspector general in such inspector general’s 
5 USC app. 11 
note. 
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124 STAT. 1947 
PUBLIC LAW 111–203—JULY 21, 2010 
ongoing and completed work, with a focus on issues 
that may apply to the broader financial sector; and 
(ii) a summary of the general observations of the 
Council of Inspectors General based on the views 
expressed by each inspector general as required by 
clause (i), with a focus on measures that should be 
taken to improve financial oversight. 
(3) WORKING GROUPS TO EVALUATE COUNCIL.— 
(A) CONVENING
A
WORKING
GROUP.—The Council of 
Inspectors General may, by majority vote, convene a 
Council of Inspectors General Working Group to evaluate 
the effectiveness and internal operations of the Council. 
(B) PERSONNEL AND RESOURCES.—The inspectors gen-
eral who are members of the Council of Inspectors General 
may detail staff and resources to a Council of Inspectors 
General Working Group established under this paragraph 
to enable it to carry out its duties. 
(C) 
REPORTS.—A 
Council 
of 
Inspectors 
General 
Working Group established under this paragraph shall 
submit regular reports to the Council and to Congress 
on its evaluations pursuant to this paragraph. 
(b) RESPONSE
TO REPORT
BY COUNCIL.—The Council shall 
respond to the concerns raised in the report of the Council of 
Inspectors General under subsection (a)(2)(B) for such year. 
SEC. 989F. GAO STUDY OF PERSON TO PERSON LENDING. 
(a) STUDY.— 
(1) IN GENERAL.—The Comptroller General of the United 
States shall conduct a study of person to person lending to 
determine the optimal Federal regulatory structure. 
(2) CONSULTATION.—In conducting the study required 
under paragraph (1), the Comptroller General shall consult 
with Federal banking agencies, the Commission, consumer 
groups, outside experts, and the person to person lending 
industry. 
(3) CONTENT OF STUDY.—The study required under para-
graph (1) shall include an examination of— 
(A) the regulatory structure as it exists on the date 
of enactment of this Act, as determined by the Commission, 
with particular attention to— 
(i) the application of the Securities Act of 1933 
to person to person lending platforms; 
(ii) the posting of consumer loan information on 
the EDGAR database of the Commission; and 
(iii) the treatment of privately held person to per-
son lending platforms as public companies; 
(B) the State and other Federal regulators responsible 
for the oversight and regulation of person to person lending 
markets; 
(C) any Federal, State, or local government or private 
studies of person to person lending completed or in progress 
on the date of enactment of this Act; 
(D) consumer privacy and data protections, minimum 
credit standards, anti-money laundering and risk manage-
ment in the regulatory structure as it exists on the date 
of enactment of this Act, and whether additional or alter-
native safeguards are needed; and 
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124 STAT. 1948 
PUBLIC LAW 111–203—JULY 21, 2010 
(E) the uses of person to person lending. 
(b) REPORT.— 
(1) IN
GENERAL.—Not later than 1 year after the date 
of enactment of this Act, the Comptroller General shall submit 
a report on the study required under subsection (a) to the 
Committee on Banking, Housing, and Urban Affairs of the 
Senate and the Committee on Financial Services of the House 
of Representatives. 
(2) CONTENT OF REPORT.—The report required under para-
graph 
(1) 
shall 
include 
alternative 
regulatory 
options, 
including— 
(A) the involvement of other Federal agencies; and 
(B) alternative approaches by the Commission and rec-
ommendations on whether the alternative approaches are 
effective. 
SEC. 989G. EXEMPTION FOR NONACCELERATED FILERS. 
(a) EXEMPTION.—Section 404 of the Sarbanes-Oxley Act of 2002 
is amended by adding at the end the following: 
‘‘(c) EXEMPTION FOR SMALLER ISSUERS.—Subsection (b) shall 
not apply with respect to any audit report prepared for an issuer 
that is neither a ‘large accelerated filer’ nor an ‘accelerated filer’ 
as those terms are defined in Rule 12b–2 of the Commission (17 
C.F.R. 240.12b–2).’’. 
(b) STUDY.—The Securities and Exchange Commission shall 
conduct a study to determine how the Commission could reduce 
the burden of complying with section 404(b) of the Sarbanes-Oxley 
Act of 2002 for companies whose market capitalization is between 
$75,000,000 and $250,000,000 for the relevant reporting period 
while maintaining investor protections for such companies. The 
study shall also consider whether any such methods of reducing 
the compliance burden or a complete exemption for such companies 
from compliance with such section would encourage companies to 
list on exchanges in the United States in their initial public 
offerings. Not later than 9 months after the date of the enactment 
of this subtitle, the Commission shall transmit a report of such 
study to Congress. 
SEC. 
989H. 
CORRECTIVE 
RESPONSES 
BY 
HEADS 
OF 
CERTAIN 
ESTABLISHMENTS TO DEFICIENCIES IDENTIFIED BY 
INSPECTORS GENERAL. 
The Chairman of the Board of Governors of the Federal Reserve 
System, the Chairman of the Commodity Futures Trading Commis-
sion, 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. 989I. GAO STUDY REGARDING EXEMPTION FOR SMALLER 
ISSUERS. 
(a) STUDY REGARDING EXEMPTION FOR SMALLER ISSUERS.—The 
Comptroller General of the United States shall carry out a study 
Certification. 
5 USC app. 5 
note. 
Deadline. 
Reports. 
15 USC 7262. 
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124 STAT. 1949 
PUBLIC LAW 111–203—JULY 21, 2010 
on the impact of the amendments made by this Act to section 
404(b) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7262(b)), which 
shall include an analysis of— 
(1) whether issuers that are exempt from such section 
404(b) have fewer or more restatements of published accounting 
statements than issuers that are required to comply with such 
section 404(b); 
(2) the cost of capital for issuers that are exempt from 
such section 404(b) compared to the cost of capital for issuers 
that are required to comply with such section 404(b); 
(3) whether there is any difference in the confidence of 
investors in the integrity of financial statements of issuers 
that comply with such section 404(b) and issuers that are 
exempt from compliance with such section 404(b); 
(4) whether issuers that do not receive the attestation 
for internal controls required under such section 404(b) should 
be required to disclose the lack of such attestation to investors; 
and 
(5) the costs and benefits to issuers that are exempt from 
such section 404(b) that voluntarily have obtained the attesta-
tion of an independent auditor. 
(b) REPORT.—Not later than 3 years after the date of enactment 
of this Act, the Comptroller General shall submit to the Committee 
on Banking, Housing, and Urban Affairs of the Senate and the 
Committee on Financial Services of the House of Representatives 
a report on the results of the study required under subsection 
(a). 
SEC. 989J. FURTHER PROMOTING THE ADOPTION OF THE NAIC MODEL 
REGULATIONS THAT ENHANCE PROTECTION OF SENIORS 
AND OTHER CONSUMERS. 
(a) IN GENERAL.—The Commission shall treat as exempt securi-
ties described under section 3(a)(8) of the Securities Act of 1933 
(15 U.S.C. 77c(a)(8)) any insurance or endowment policy or annuity 
contract or optional annuity contract— 
(1) the value of which does not vary according to the 
performance of a separate account; 
(2) that— 
(A) satisfies standard nonforfeiture laws or similar 
requirements of the applicable State at the time of issue; 
or 
(B) in the absence of applicable standard nonforfeiture 
laws or requirements, satisfies the Model Standard Nonfor-
feiture Law for Life Insurance or Model Standard Nonfor-
feiture Law for Individual Deferred Annuities, or any suc-
cessor model law, as published by the National Association 
of Insurance Commissioners; and 
(3) that is issued— 
(A) on and after June 16, 2013, in a State, or issued 
by an insurance company that is domiciled in a State, 
that— 
(i) adopts rules that govern suitability require-
ments in the sale of an insurance or endowment policy 
or annuity contract or optional annuity contract, which 
shall substantially meet or exceed the minimum 
requirements established by the Suitability in Annuity 
Transactions 
Model 
Regulation 
adopted 
by 
the 
15 USC 77c note. 
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124 STAT. 1950 
PUBLIC LAW 111–203—JULY 21, 2010 
National Association of Insurance Commissioners in 
March 2010; and 
(ii) adopts rules that substantially meet or exceed 
the minimum requirements of any successor modifica-
tions to the model regulations described in subpara-
graph (A) within 5 years of the adoption by the Associa-
tion of any further successors thereto; or 
(B) by an insurance company that adopts and imple-
ments practices on a nationwide basis for the sale of any 
insurance or endowment policy or annuity contract or 
optional annuity contract that meet or exceed the minimum 
requirements established by the National Association of 
Insurance Commissioners Suitability in Annuity Trans-
actions Model Regulation (Model 275), and any successor 
thereto, and is therefore subject to examination by the 
State of domicile of the insurance company, or by any 
other State where the insurance company conducts sales 
of such products, for the purpose of monitoring compliance 
under this section. 
(b) RULE OF CONSTRUCTION.—Nothing in this section shall be 
construed to affect whether any insurance or endowment policy 
or annuity contract or optional annuity contract that is not described 
in this section is or is not an exempt security under section 3(a)(8) 
of the Securities Act of 1933 (15 U.S.C. 77c(a)(8)). 
Subtitle J—Securities and Exchange 
Commission Match Funding 
SEC. 991. SECURITIES AND EXCHANGE COMMISSION MATCH FUNDING. 
(a) MATCH FUNDING AUTHORITY.— 
(1) AMENDMENTS.—Section 31 of the Securities Exchange 
Act of 1934 (15 U.S.C. 78ee) is amended— 
(A) by striking subsection (a) and inserting the fol-
lowing: 
‘‘(a) RECOVERY
OF COSTS
OF ANNUAL APPROPRIATION.—The 
Commission shall, in accordance with this section, collect trans-
action fees and assessments that are designed to recover the costs 
to the Government of the annual appropriation to the Commission 
by Congress.’’; 
(B) in subsection (e)(2), by striking ‘‘September 30’’ 
and inserting ‘‘September 25’’; 
(C) in subsection (g), by striking ‘‘April 30 of the fiscal 
year preceding the fiscal year to which such rate applies’’ 
and inserting ‘‘30 days after the date on which an Act 
making a regular appropriation to the Commission for such 
fiscal year is enacted’’; 
(D) by striking subsection (j) and inserting the fol-
lowing: 
‘‘(j) ADJUSTMENTS TO FEE RATES.— 
‘‘(1) ANNUAL ADJUSTMENT.—Subject to subsections (i)(1)(B) 
and (k), for each fiscal year, the Commission shall by order 
adjust each of the rates applicable under subsections (b) and 
(c) for such fiscal year to a uniform adjusted rate that, when 
applied to the baseline estimate of the aggregate dollar amount 
of sales for such fiscal year, is reasonably likely to produce 
Fees. 
Assessments. 
Deadline. 
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124 STAT. 1951 
PUBLIC LAW 111–203—JULY 21, 2010 
aggregate fee collections under this section (including assess-
ments collected under subsection (d) of this section) that are 
equal to the regular appropriation to the Commission by Con-
gress for such fiscal year. 
‘‘(2) 
MID-YEAR
ADJUSTMENT.—Subject 
to 
subsections 
(i)(1)(B) and (k), for each fiscal year, the Commission shall 
determine, by March 1 of such fiscal year, whether, based 
on the actual aggregate dollar volume of sales during the first 
5 months of such fiscal year, the baseline estimate of the 
aggregate dollar volume of sales used under paragraph (1) 
for such fiscal year is reasonably likely to be 10 percent (or 
more) greater or less than the actual aggregate dollar volume 
of sales for such fiscal year. If the Commission so determines, 
the Commission shall by order, no later than March 1, adjust 
each of the rates applicable under subsections (b) and (c) for 
such fiscal year to a uniform adjusted rate that, when applied 
to the revised estimate of the aggregate dollar amount of sales 
for the remainder of such fiscal year, is reasonably likely to 
produce aggregate fee collections under this section (including 
fees collected during such five-month period and assessments 
collected under subsection (d) of this section) that are equal 
to the regular appropriation to the Commission by Congress 
for such fiscal year. In making such revised estimate, the 
Commission shall, after consultation with the Congressional 
Budget Office and the Office of Management and Budget, use 
the same methodology required by subsection (l). 
‘‘(3) REVIEW.—In exercising its authority under this sub-
section, the Commission shall not be required to comply with 
the provisions of section 553 of title 5, United States Code. 
An adjusted rate prescribed under paragraph (1) or (2) and 
published under subsection (g) shall not be subject to judicial 
review. 
‘‘(4) EFFECTIVE DATE.— 
‘‘(A) ANNUAL
ADJUSTMENT.—Subject to subsections 
(i)(1)(B) and (k), an adjusted rate prescribed under para-
graph (1) shall take effect on the later of— 
‘‘(i) the first day of the fiscal year to which such 
rate applies; or 
‘‘(ii) 60 days after the date on which an Act making 
a regular appropriation to the Commission for such 
fiscal year is enacted. 
‘‘(B) MID-YEAR
ADJUSTMENT.—An adjusted rate pre-
scribed under paragraph (2) shall take effect on April 1 
of the fiscal year to which such rate applies.’’; 
(E) in subsection (k), by striking ‘‘30 days’’ and 
inserting ‘‘60 days’’; and 
(F) in subsection (l), by striking ‘‘DEFINITIONS.—’’ and 
all that follows through ‘‘SALES.—The baseline’’ and 
inserting ‘‘BASELINE ESTIMATE OF THE AGGREGATE DOLLAR 
AMOUNT OF SALES.—The baseline’’. 
(2) EFFECTIVE DATE.—The amendments made by this sub-
section shall take effect on the later of— 
(A) October 1, 2011; or 
(B) the date of enactment of an Act making a regular 
appropriation to the Commission for fiscal year 2012. 
(b) AMENDMENTS TO REGISTRATION FEE PROVISIONS.— 
15 USC 78ee. 
Order. 
Deadline. 
Determination. 
Deadline. 
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124 STAT. 1952 
PUBLIC LAW 111–203—JULY 21, 2010 
(1) SECTION 6(b) OF THE SECURITIES ACT OF 1933.—Section 
6(b) of the Securities Act of 1933 (15 U.S.C. 77f(b)) is amended— 
(A) by striking ‘‘offsetting’’ each place that term 
appears and inserting ‘‘fee’’; 
(B) by striking paragraphs (1), (3), (4), (6), (8), and 
(9); 
(C) by redesignating paragraph (2) as paragraph (1); 
(D) by redesignating paragraph (5) as paragraph (2); 
(E) by redesignating paragraph (7) as paragraph (3); 
(F) by redesignating paragraph (10) as paragraph (5); 
(G) by redesignating paragraph (11) as paragraph (6); 
(H) in paragraph (1), as so redesignated, by striking 
‘‘paragraph (5) or (6).’’ and inserting ‘‘paragraph (2).’’; 
(I) in paragraph (2), as so redesignated— 
(i) by striking ‘‘of the fiscal years 2003 through 
2011’’ and inserting ‘‘fiscal year’’; and 
(ii) by striking ‘‘paragraph (2)’’ and inserting ‘‘para-
graph (1)’’; 
(J) by inserting after paragraph (3), as so redesignated, 
the following: 
‘‘(4) REVIEW
AND
EFFECTIVE
DATE.—In exercising its 
authority under this subsection, the Commission shall not be 
required to comply with the provisions of section 553 of title 
5, United States Code. An adjusted rate prescribed under para-
graph (2) and published under paragraph (5) shall not be sub-
ject to judicial review. An adjusted rate prescribed under para-
graph (2) shall take effect on the first day of the fiscal year 
to which such rate applies.’’; 
(K) in paragraph (5), as redesignated, by striking ‘‘April 
30’’ and inserting ‘‘August 31’’; 
(L) in paragraph (6), as so redesignated— 
(i) by striking ‘‘of the fiscal years 2002 through 
2011’’ and inserting ‘‘fiscal year’’; and 
(ii) by inserting at the end of the table in subpara-
graph (A) the following: 
‘‘2012 ...................................................
$425,000,000 
2013 .....................................................
$455,000,000 
2014 .....................................................
$485,000,000 
2015 .....................................................
$515,000,000 
2016 .....................................................
$550,000,000 
2017 .....................................................
$585,000,000 
2018 .....................................................
$620,000,000 
2019 .....................................................
$660,000,000 
2020 .....................................................
$705,000,000 
2021 and each fiscal year thereafter 
An amount that is equal to the target 
fee collection amount for the prior fis-
cal year, adjusted by the rate of infla-
tion.’’. 
(2) SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 
1934.—Section 13(e) of the Securities Exchange Act of 1934 
(15 U.S.C. 78m(e)) is amended— 
(A) in paragraph (3), by striking ‘‘paragraphs (5) and 
(6)’’ and inserting ‘‘paragraph (4)’’; 
(B) by striking paragraphs (4), (5), and (6); 
(C) by inserting after paragraph (3) the following: 
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124 STAT. 1953 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(4) ANNUAL
ADJUSTMENT.—For each fiscal year, the 
Commission shall by order adjust the rate required by para-
graph (3) for such fiscal year to a rate that is equal to the 
rate (expressed in dollars per million) that is applicable under 
section 6(b) of the Securities Act of 1933 for such fiscal year. 
‘‘(5) FEE COLLECTIONS.—Fees collected pursuant to this sub-
section for fiscal year 2012 and each fiscal year thereafter 
shall be deposited and credited as general revenue of the 
Treasury and shall not be available for obligation. 
‘‘(6) EFFECTIVE
DATE; 
PUBLICATION.—In exercising its 
authority under this subsection, the Commission shall not be 
required to comply with the provisions of section 553 of title 
5, United States Code. An adjusted rate prescribed under para-
graph (4) shall be published and take effect in accordance 
with section 6(b) of the Securities Act of 1933 (15 U.S.C. 
77f(b)).’’; and 
(D) by striking paragraphs (8), (9), and (10). 
(3) SECTION 14(g) OF THE SECURITIES EXCHANGE ACT OF 
1934.—Section 14(g) of the Securities Exchange Act of 1934 
(15 U.S.C. 78n(g)) is amended— 
(A) in paragraph (1), by striking ‘‘paragraphs (5) and 
(6)’’ each time that term appears and inserting ‘‘paragraph 
(4)’’; 
(B) in paragraph (3), by striking ‘‘paragraphs (5) and 
(6)’’ and inserting ‘‘paragraph (4)’’; 
(C) by striking paragraphs (4), (5), and (6); 
(D) by inserting after paragraph (3) the following: 
‘‘(4) ANNUAL
ADJUSTMENT.—For each fiscal year, the 
Commission shall by order adjust the rate required by para-
graphs (1) and (3) for such fiscal year to a rate that is equal 
to the rate (expressed in dollars per million) that is applicable 
under section 6(b) of the Securities Act of 1933 (15 U.S.C. 
77f(b)) for such fiscal year. 
‘‘(5) FEE COLLECTION.—Fees collected pursuant to this sub-
section for fiscal year 2012 and each fiscal year thereafter 
shall be deposited and credited as general revenue of the 
Treasury and shall not be available for obligation. 
‘‘(6) REVIEW; EFFECTIVE DATE; PUBLICATION.—In exercising 
its authority under this subsection, the Commission shall not 
be required to comply with the provisions of section 553 of 
title 5, United States Code. An adjusted rate prescribed under 
paragraph (4) shall be published and take effect in accordance 
with section 6(b) of the Securities Act of 1933 (15 U.S.C. 
77f(b)).’’; 
(E) by striking paragraphs (8), (9), and (10); and 
(F) by redesignating paragraph (11) as paragraph (8). 
(4) EFFECTIVE DATE.—The amendments made by this sub-
section shall take effect on October 1, 2011, except that for 
fiscal year 2012, the Commission shall publish the rate estab-
lished under section 6(b) of the Securities Act of 1933 (15 
U.S.C. 77f(b)), as amended by this Act, on August 31, 2011. 
(c) AUTHORIZATION OF APPROPRIATIONS.—Section 35 of the Secu-
rities Exchange Act of 1934 (15 U.S.C. 78kk) is amended to read 
as follows: 
Publication. 
15 USC 77f note. 
Order. 
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124 STAT. 1954 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘SEC. 35. AUTHORIZATION OF APPROPRIATIONS. 
‘‘In addition to any other funds authorized to be appropriated 
to the Commission, there are authorized to be appropriated to 
carry out the functions, powers, and duties of the Commission— 
‘‘(1) for fiscal year 2011, $1,300,000,000; 
‘‘(2) for fiscal year 2012, $1,500,000,000; 
‘‘(3) for fiscal year 2013, $1,750,000,000; 
‘‘(4) for fiscal year 2014, $2,000,000,000; and 
‘‘(5) for fiscal year 2015, $2,250,000,000.’’. 
(d) TRANSMITTAL OF BUDGET REQUESTS.— 
(1) AMENDMENT.—Section 31 of the Securities Exchange 
Act of 1934 (15 U.S.C. 78ee) is amended by adding at the 
end the following: 
‘‘(m) TRANSMITTAL OF COMMISSION BUDGET REQUESTS.— 
‘‘(1) BUDGET REQUIRED.—For fiscal year 2012, and each 
fiscal year thereafter, the Commission shall prepare and submit 
a budget to the President. Whenever the Commission submits 
a budget estimate or request to the President or the Office 
of Management and Budget, the Commission shall concurrently 
transmit copies of the estimate or request to the Committee 
on Appropriations of the Senate, the Committee on Appropria-
tions of the House of Representatives, the Committee on 
Banking, Housing, and Urban Affairs of the Senate, and the 
Committee on Financial Services of the House of Representa-
tives. 
‘‘(2) SUBMISSION TO CONGRESS.—The President shall submit 
each budget submitted under paragraph (1) to Congress, in 
unaltered form, together with the annual budget for the 
Administration submitted by the President. 
‘‘(3) CONTENTS.—The Commission shall include in each 
budget submitted under paragraph (1)— 
‘‘(A) an itemization of the amount of funds necessary 
to carry out the functions of the Commission. 
‘‘(B) an amount to be designated as contingency funding 
to be used by the Commission to address unanticipated 
needs; and 
‘‘(C) a designation of any activities of the Commission 
for which multi-year budget authority would be suitable.’’. 
(2) BUDGET OF THE PRESIDENT.—For fiscal year 2012, and 
each fiscal year thereafter, the annual budget for the Adminis-
tration submitted by the President to Congress shall reflect 
the amendments made by this section. 
(e) SECURITIES AND EXCHANGE COMMISSION RESERVE FUND.— 
(1) AMENDMENT.—Section 4 of the Securities Exchange Act 
of 1934 (15 U.S.C. 78d), as amended by this Act, is amended 
by adding at the end the following: 
‘‘(i) SECURITIES AND EXCHANGE COMMISSION RESERVE FUND.— 
‘‘(1) RESERVE FUND ESTABLISHED.—There is established in 
the Treasury of the United States a separate fund, to be known 
as the ‘Securities and Exchange Commission Reserve Fund’ 
(referred to in this subsection as the ‘Reserve Fund’). 
‘‘(2) RESERVE FUND AMOUNTS.— 
‘‘(A) IN GENERAL.—Except as provided in subparagraph 
(B), any registration fees collected by the Commission under 
section 6(b) of the Securities Act of 1933 (15 U.S.C. 77f(b)) 
or section 24(f) of the Investment Company Act of 1940 
15 USC 78ee 
note. 
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124 STAT. 1955 
PUBLIC LAW 111–203—JULY 21, 2010 
(15 U.S.C. 80a-24(f)) shall be deposited into the Reserve 
Fund. 
‘‘(B) LIMITATIONS.—For any 1 fiscal year— 
‘‘(i) the amount deposited in the Fund may not 
exceed $50,000,000; and 
‘‘(ii) the balance in the Fund may not exceed 
$100,000,000. 
‘‘(C) EXCESS
FEES.—Any amounts in excess of the 
limitations described in subparagraph (B) that the Commis-
sion collects from registration fees under section 6(b) of 
the Securities Act of 1933 (15 U.S.C. 77f(b)) or section 
24(f) of the Investment Company Act of 1940 (15 U.S.C. 
80a-24(f)) shall be deposited in the General Fund of the 
Treasury of the United States and shall not be available 
for obligation by the Commission. 
‘‘(3) USE OF AMOUNTS IN RESERVE FUND.—The Commission 
may obligate amounts in the Reserve Fund, not to exceed 
a total of $100,000,000 in any 1 fiscal year, as the Commission 
determines is necessary to carry out the functions of the 
Commission. Any amounts in the reserve fund shall remain 
available until expended. Not later than 10 days after the 
date on which the Commission obligates amounts under this 
paragraph, the Commission shall notify Congress of the date, 
amount, and purpose of the obligation. 
‘‘(4) RULE
OF
CONSTRUCTION.—Amounts collected and 
deposited in the Reserve Fund shall not be construed to be 
Government funds or appropriated monies and shall not be 
subject to apportionment for the purpose of chapter 15 of title 
31, United States Code, or under any other authority.’’. 
(2) EFFECTIVE DATE.—The amendment made by this sub-
section shall take effect on October 1, 2011. 
TITLE X—BUREAU OF CONSUMER 
FINANCIAL PROTECTION 
SEC. 1001. SHORT TITLE. 
This title may be cited as the ‘‘Consumer Financial Protection 
Act of 2010’’. 
SEC. 1002. DEFINITIONS. 
Except as otherwise provided in this title, for purposes 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) BUREAU.—The term ‘‘Bureau’’ means the Bureau of 
Consumer Financial Protection. 
(3) BUSINESS OF INSURANCE.—The term ‘‘business of insur-
ance’’ means the writing of insurance or the reinsuring of 
risks by an insurer, including all acts necessary to such writing 
or reinsuring and the activities relating to the writing of insur-
ance or the reinsuring of risks conducted by persons who act 
as, or are, officers, directors, agents, or employees of insurers 
or who are other persons authorized to act on behalf of such 
persons. 
12 USC 5481. 
12 USC 5301 
note. 
Consumer 
Financial 
Protection Act of 
2010. 
15 USC 78d note. 
Deadline. 
Notification. 
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124 STAT. 1956 
PUBLIC LAW 111–203—JULY 21, 2010 
(4) CONSUMER.—The term ‘‘consumer’’ means an individual 
or an agent, trustee, or representative acting on behalf of 
an individual. 
(5) CONSUMER FINANCIAL PRODUCT OR SERVICE.—The term 
‘‘consumer financial product or service’’ means any financial 
product or service that is described in one or more categories 
under— 
(A) paragraph (15) and is offered or provided for use 
by consumers primarily for personal, family, or household 
purposes; or 
(B) clause (i), (iii), (ix), or (x) of paragraph (15)(A), 
and is delivered, offered, or provided in connection with 
a consumer financial product or service referred to in 
subparagraph (A). 
(6) COVERED PERSON.—The term ‘‘covered person’’ means— 
(A) any person that engages in offering or providing 
a consumer financial product or service; and 
(B) any affiliate of a person described in subparagraph 
(A) if such affiliate acts as a service provider to such 
person. 
(7) 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. 
(8) DEPOSIT-TAKING
ACTIVITY.—The term ‘‘deposit-taking 
activity’’ means— 
(A) the acceptance of deposits, maintenance of deposit 
accounts, or the provision of services related to the accept-
ance of deposits or the maintenance of deposit accounts; 
(B) the acceptance of funds, the provision of other 
services related to the acceptance of funds, or the mainte-
nance of member share accounts by a credit union; or 
(C) the receipt of funds or the equivalent thereof, as 
the Bureau may determine by rule or order, received or 
held by a covered person (or an agent for a covered person) 
for the purpose of facilitating a payment or transferring 
funds or value of funds between a consumer and a third 
party. 
(9) DESIGNATED
TRANSFER
DATE.—The term ‘‘designated 
transfer date’’ means the date established under section 1062. 
(10) DIRECTOR.—The term ‘‘Director’’ means the Director 
of the Bureau. 
(11) ELECTRONIC CONDUIT SERVICES.—The term ‘‘electronic 
conduit services’’— 
(A) means the provision, by a person, of electronic 
data transmission, routing, intermediate or transient stor-
age, or connections to a telecommunications system or net-
work; and 
(B) does not include a person that provides electronic 
conduit services if, when providing such services, the per-
son— 
(i) selects or modifies the content of the electronic 
data; 
(ii) transmits, routes, stores, or provides connec-
tions for electronic data, including financial data, in 
a manner that such financial data is differentiated 
from other types of data of the same form that such 
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124 STAT. 1957 
PUBLIC LAW 111–203—JULY 21, 2010 
person transmits, routes, or stores, or with respect 
to which, provides connections; or 
(iii) is a payee, payor, correspondent, or similar 
party to a payment transaction with a consumer. 
(12) ENUMERATED CONSUMER LAWS.—Except as otherwise 
specifically provided in section 1029, subtitle G or subtitle 
H, the term ‘‘enumerated consumer laws’’ means— 
(A) the Alternative Mortgage Transaction Parity Act 
of 1982 (12 U.S.C. 3801 et seq.); 
(B) the Consumer Leasing Act of 1976 (15 U.S.C. 1667 
et seq.); 
(C) the Electronic Fund Transfer Act (15 U.S.C. 1693 
et seq.), except with respect to section 920 of that Act; 
(D) the Equal Credit Opportunity Act (15 U.S.C. 1691 
et seq.); 
(E) the Fair Credit Billing Act (15 U.S.C. 1666 et 
seq.); 
(F) the Fair Credit Reporting Act (15 U.S.C. 1681 
et seq.), except with respect to sections 615(e) and 628 
of that Act (15 U.S.C. 1681m(e), 1681w); 
(G) the Home Owners Protection Act of 1998 (12 U.S.C. 
4901 et seq.); 
(H) the Fair Debt Collection Practices Act (15 U.S.C. 
1692 et seq.); 
(I) subsections (b) through (f) of section 43 of the Fed-
eral Deposit Insurance Act (12 U.S.C. 1831t(c)–(f)); 
(J) sections 502 through 509 of the Gramm-Leach- 
Bliley Act (15 U.S.C. 6802–6809) except for section 505 
as it applies to section 501(b); 
(K) the Home Mortgage Disclosure Act of 1975 (12 
U.S.C. 2801 et seq.); 
(L) the Home Ownership and Equity Protection Act 
of 1994 (15 U.S.C. 1601 note); 
(M) the Real Estate Settlement Procedures Act of 1974 
(12 U.S.C. 2601 et seq.); 
(N) the S.A.F.E. Mortgage Licensing Act of 2008 (12 
U.S.C. 5101 et seq.); 
(O) the Truth in Lending Act (15 U.S.C. 1601 et seq.); 
(P) the Truth in Savings Act (12 U.S.C. 4301 et seq.); 
(Q) section 626 of the Omnibus Appropriations Act, 
2009 (Public Law 111–8); and 
(R) the Interstate Land Sales Full Disclosure Act (15 
U.S.C. 1701). 
(13) FAIR LENDING.—The term ‘‘fair lending’’ means fair, 
equitable, and nondiscriminatory access to credit for consumers. 
(14) FEDERAL CONSUMER FINANCIAL LAW.—The term ‘‘Fed-
eral consumer financial law’’ means the provisions of this title, 
the enumerated consumer laws, the laws for which authorities 
are transferred under subtitles F and H, and any rule or 
order prescribed by the Bureau under this title, an enumerated 
consumer law, or pursuant to the authorities transferred under 
subtitles F and H. The term does not include the Federal 
Trade Commission Act. 
(15) FINANCIAL PRODUCT OR SERVICE.— 
(A) IN
GENERAL.—The term ‘‘financial product or 
service’’ means— 
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124 STAT. 1958 
PUBLIC LAW 111–203—JULY 21, 2010 
(i) extending credit and servicing loans, including 
acquiring, purchasing, selling, brokering, or other 
extensions of credit (other than solely extending 
commercial credit to a person who originates consumer 
credit transactions); 
(ii) extending or brokering leases of personal or 
real property that are the functional equivalent of pur-
chase finance arrangements, if— 
(I) the lease is on a non-operating basis; 
(II) the initial term of the lease is at least 
90 days; and 
(III) in the case of a lease involving real prop-
erty, at the inception of the initial lease, the trans-
action is intended to result in ownership of the 
leased property to be transferred to the lessee, 
subject to standards prescribed by the Bureau; 
(iii) providing real estate settlement services, 
except such services excluded under subparagraph (C), 
or performing appraisals of real estate or personal 
property; 
(iv) engaging in deposit-taking activities, transmit-
ting or exchanging funds, or otherwise acting as a 
custodian of funds or any financial instrument for use 
by or on behalf of a consumer; 
(v) selling, providing, or issuing stored value or 
payment instruments, except that, in the case of a 
sale of, or transaction to reload, stored value, only 
if the seller exercises substantial control over the terms 
or conditions of the stored value provided to the con-
sumer where, for purposes of this clause— 
(I) a seller shall not be found to exercise 
substantial control over the terms or conditions 
of the stored value if the seller is not a party 
to the contract with the consumer for the stored 
value product, and another person is principally 
responsible for establishing the terms or conditions 
of the stored value; and 
(II) advertising the nonfinancial goods or serv-
ices of the seller on the stored value card or device 
is not in itself an exercise of substantial control 
over the terms or conditions; 
(vi) providing check cashing, check collection, or 
check guaranty services; 
(vii) providing payments or other financial data 
processing products or services to a consumer by any 
technological means, including processing or storing 
financial or banking data for any payment instrument, 
or through any payments systems or network used 
for processing payments data, including payments 
made through an online banking system or mobile 
telecommunications network, except that a person shall 
not be deemed to be a covered person with respect 
to financial data processing solely because the person— 
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124 STAT. 1959 
PUBLIC LAW 111–203—JULY 21, 2010 
(I) is a merchant, retailer, or seller of any 
nonfinancial good or service who engages in finan-
cial data processing by transmitting or storing pay-
ments data about a consumer exclusively for pur-
pose of initiating payments instructions by the 
consumer to pay such person for the purchase 
of, or to complete a commercial transaction for, 
such nonfinancial good or service sold directly by 
such person to the consumer; or 
(II) provides access to a host server to a person 
for purposes of enabling that person to establish 
and maintain a website; 
(viii) providing financial advisory services (other 
than services relating to securities provided by a person 
regulated by the Commission or a person regulated 
by a State securities Commission, but only to the extent 
that such person acts in a regulated capacity) to con-
sumers on individual financial matters or relating to 
proprietary financial products or services (other than 
by publishing any bona fide newspaper, news maga-
zine, or business or financial publication of general 
and regular circulation, including publishing market 
data, news, or data analytics or investment information 
or recommendations that are not tailored to the indi-
vidual needs of a particular consumer), including— 
(I) providing credit counseling to any con-
sumer; and 
(II) providing services to assist a consumer 
with debt management or debt settlement, modi-
fying the terms of any extension of credit, or 
avoiding foreclosure; 
(ix) collecting, analyzing, maintaining, or providing 
consumer report information or other account informa-
tion, including information relating to the credit history 
of consumers, used or expected to be used in connection 
with any decision regarding the offering or provision 
of a consumer financial product or service, except to 
the extent that— 
(I) a person— 
(aa) 
collects, 
analyzes, 
or 
maintains 
information that relates solely to the trans-
actions between a consumer and such person; 
(bb) provides the information described in 
item (aa) to an affiliate of such person; or 
(cc) provides information that is used or 
expected to be used solely in any decision 
regarding the offering or provision of a product 
or service that is not a consumer financial 
product or service, including a decision for 
employment, government licensing, or a resi-
dential lease or tenancy involving a consumer; 
and 
(II) the information described in subclause 
(I)(aa) is not used by such person or affiliate in 
connection with any decision regarding the offering 
or provision of a consumer financial product or 
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124 STAT. 1960 
PUBLIC LAW 111–203—JULY 21, 2010 
service to the consumer, other than credit 
described in section 1027(a)(2)(A); 
(x) collecting debt related to any consumer finan-
cial product or service; and 
(xi) such other financial product or service as may 
be defined by the Bureau, by regulation, for purposes 
of this title, if the Bureau finds that such financial 
product or service is— 
(I) entered into or conducted as a subterfuge 
or with a purpose to evade any Federal consumer 
financial law; or 
(II) permissible for a bank or for a financial 
holding company to offer or to provide under any 
provision of a Federal law or regulation applicable 
to a bank or a financial holding company, and 
has, or likely will have, a material impact on con-
sumers. 
(B) RULE OF CONSTRUCTION.— 
(i) IN
GENERAL.—For purposes of subparagraph 
(A)(xi)(II), and subject to clause (ii) of this subpara-
graph, the following activities provided to a covered 
person shall not, for purposes of this title, be considered 
incidental or complementary to a financial activity 
permissible for a financial holding company to engage 
in under any provision of a Federal law or regulation 
applicable to a financial holding company: 
(I) Providing information products or services 
to a covered person for identity authentication. 
(II) Providing information products or services 
for fraud or identify theft detection, prevention, 
or investigation. 
(III) Providing document retrieval or delivery 
services. 
(IV) Providing public records information 
retrieval. 
(V) Providing information products or services 
for anti-money laundering activities. 
(ii) LIMITATION.—Nothing in clause (i) may be con-
strued as modifying or limiting the authority of the 
Bureau to exercise any— 
(I) 
examination 
or 
enforcement 
powers 
authority under this title with respect to a covered 
person or service provider engaging in an activity 
described in subparagraph (A)(ix); or 
(II) powers authorized by this title to prescribe 
rules, issue orders, or take other actions under 
any enumerated consumer law or law for which 
the authorities are transferred under subtitle F 
or H. 
(C) EXCLUSIONS.—The term ‘‘financial product or 
service’’ does not include— 
(i) the business of insurance; or 
(ii) electronic conduit services. 
(16) FOREIGN
EXCHANGE.—The term ‘‘foreign exchange’’ 
means the exchange, for compensation, of currency of the 
United States or of a foreign government for currency of another 
government. 
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124 STAT. 1961 
PUBLIC LAW 111–203—JULY 21, 2010 
(17) INSURED
CREDIT
UNION.—The term ‘‘insured credit 
union’’ has the same meaning as in section 101 of the Federal 
Credit Union Act (12 U.S.C. 1752). 
(18) 
PAYMENT
INSTRUMENT.—The 
term 
‘‘payment 
instrument’’ means a check, draft, warrant, money order, trav-
eler’s check, electronic instrument, or other instrument, pay-
ment of funds, or monetary value (other than currency). 
(19) PERSON.—The term ‘‘person’’ means an individual, 
partnership, company, corporation, association (incorporated or 
unincorporated), trust, estate, cooperative organization, or other 
entity. 
(20) PERSON
REGULATED
BY
THE
COMMODITY
FUTURES 
TRADING COMMISSION.—The term ‘‘person regulated by the Com-
modity Futures Trading Commission’’ means any person that 
is registered, or required by statute or regulation to be reg-
istered, with the Commodity Futures Trading Commission, but 
only to the extent that the activities of such person are subject 
to the jurisdiction of the Commodity Futures Trading Commis-
sion under the Commodity Exchange Act. 
(21) PERSON REGULATED BY THE COMMISSION.—The term 
‘‘person regulated by the Commission’’ means a person who 
is— 
(A) a broker or dealer that is required to be registered 
under the Securities Exchange Act of 1934; 
(B) an investment adviser that is registered under 
the Investment Advisers Act of 1940; 
(C) an investment company that is required to be reg-
istered under the Investment Company Act of 1940, and 
any company that has elected to be regulated as a business 
development company under that Act; 
(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 reg-
istered under the Securities Exchange Act of 1934; 
(G) any self-regulatory organization that is required 
to be registered with the Commission; 
(H) 
any 
nationally 
recognized 
statistical 
rating 
organization that is required to be registered with the 
Commission; 
(I) any securities information processor that is required 
to be registered with the Commission; 
(J) any municipal securities dealer that is required 
to be registered with the Commission; 
(K) any other person that is required to be registered 
with the Commission under the Securities Exchange Act 
of 1934; and 
(L) any employee, agent, or contractor acting on behalf 
of, registered with, or providing services to, any person 
described in any of subparagraphs (A) through (K), but 
only to the extent that any person described in any of 
subparagraphs (A) through (K), or the employee, agent, 
or contractor of such person, acts in a regulated capacity. 
(22) PERSON
REGULATED
BY
A
STATE
INSURANCE
REGU-
LATOR.—The term ‘‘person regulated by a State insurance regu-
lator’’ means any person that is engaged in the business of 
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124 STAT. 1962 
PUBLIC LAW 111–203—JULY 21, 2010 
insurance and subject to regulation by any State insurance 
regulator, but only to the extent that such person acts in 
such capacity. 
(23) 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), regard-
less of whether compensated, but only to the extent that 
the person acts in such capacity; 
(B) any person regulated by the Secretary 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 Internal Revenue Code 
of 1986), but only to the extent that the person acts in 
such capacity. 
(24) PRUDENTIAL REGULATOR.—The term ‘‘prudential regu-
lator’’ means— 
(A) in the case of an insured depository institution 
or depository institution holding company (as defined in 
section 3 of the Federal Deposit Insurance Act), or sub-
sidiary of such institution or company, the appropriate 
Federal banking agency, as that 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. 
(25) RELATED PERSON.—The term ‘‘related person’’— 
(A) shall apply only with respect to a covered person 
that is not a bank holding company (as that term is defined 
in section 2 of the Bank Holding Company Act of 1956), 
credit union, or depository institution; 
(B) shall be deemed to mean a covered person for 
all purposes of any provision of Federal consumer financial 
law; and 
(C) means— 
(i) any director, officer, or employee charged with 
managerial responsibility for, or controlling share-
holder of, or agent for, such covered person; 
(ii) any shareholder, consultant, joint venture 
partner, or other person, as determined by the Bureau 
(by rule 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 (including any 
attorney, appraiser, or accountant) who knowingly or 
recklessly participates in any— 
(I) violation of any provision of law or regula-
tion; or 
(II) breach of a fiduciary duty. 
(26) SERVICE PROVIDER.— 
(A) IN GENERAL.—The term ‘‘service provider’’ means 
any person that provides a material service to a covered 
person in connection with the offering or provision by such 
covered person of a consumer financial product or service, 
including a person that— 
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124 STAT. 1963 
PUBLIC LAW 111–203—JULY 21, 2010 
(i) 
participates 
in 
designing, 
operating, 
or 
maintaining the consumer financial product or service; 
or 
(ii) processes transactions relating to the consumer 
financial product or service (other than unknowingly 
or incidentally transmitting or processing financial 
data in a manner that such data is undifferentiated 
from other types of data of the same form as the 
person transmits or processes). 
(B) EXCEPTIONS.—The term ‘‘service provider’’ does not 
include a person solely by virtue of such person offering 
or providing to a covered person— 
(i) a support service of a type provided to 
businesses generally or a similar ministerial service; 
or 
(ii) time or space for an advertisement for a con-
sumer financial product or service through print, news-
paper, or electronic media. 
(C) RULE OF CONSTRUCTION.—A person that is a service 
provider shall be deemed to be a covered person to the 
extent that such person engages in the offering or provision 
of its own consumer financial product or service. 
(27) STATE.—The term ‘‘State’’ means any State, territory, 
or possession of the United States, the District of Columbia, 
the Commonwealth of Puerto Rico, the Commonwealth of the 
Northern Mariana Islands, 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 Indian Tribe List Act of 
1994 (25 U.S.C. 479a–1(a)). 
(28) STORED VALUE.— 
(A) IN GENERAL.—The term ‘‘stored value’’ means funds 
or monetary value represented 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 includes a 
prepaid debit card or product, or any other similar product, 
regardless of whether the amount of the funds or monetary 
value may be increased or reloaded. 
(B) EXCLUSION.—Notwithstanding subparagraph (A), 
the term ‘‘stored value’’ does not include a special purpose 
card or certificate, which shall be defined for purposes 
of this paragraph as funds or monetary value represented 
in any electronic format, whether or not specially 
encrypted, that is— 
(i) issued by a merchant, retailer, or other seller 
of nonfinancial goods or services; 
(ii) redeemable only for transactions with the mer-
chant, retailer, or seller of nonfinancial goods or serv-
ices or with an affiliate of such person, which affiliate 
itself is a merchant, retailer, or seller of nonfinancial 
goods or services; 
(iii) issued in a specified amount that, except in 
the case of a card or product used solely for telephone 
services, may not be increased or reloaded; 
(iv) purchased on a prepaid basis in exchange for 
payment; and 
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124 STAT. 1964 
PUBLIC LAW 111–203—JULY 21, 2010 
(v) honored upon presentation to such merchant, 
retailer, or seller of nonfinancial goods or services or 
an affiliate of such person, which affiliate itself is 
a merchant, retailer, or seller of nonfinancial goods 
or services, only for any nonfinancial goods or services. 
(29) TRANSMITTING
OR
EXCHANGING
FUNDS.—The term 
‘‘transmitting or exchanging funds’’ means receiving currency, 
monetary value, or payment instruments from a consumer for 
the purpose of exchanging or transmitting the same by any 
means, including transmission by wire, facsimile, electronic 
transfer, courier, the Internet, or through bill payment services 
or through other businesses that facilitate third-party transfers 
within the United States or to or from the United States. 
Subtitle A—Bureau of Consumer Financial 
Protection 
SEC. 1011. ESTABLISHMENT OF THE BUREAU OF CONSUMER FINAN-
CIAL PROTECTION. 
(a) BUREAU ESTABLISHED.—There is established in the Federal 
Reserve System, an independent bureau to be known as the ‘‘Bureau 
of Consumer Financial Protection’’, which shall regulate the offering 
and provision of consumer financial products or services under 
the Federal consumer financial laws. The Bureau shall be consid-
ered an Executive agency, as defined in section 105 of title 5, 
United States Code. Except as otherwise provided expressly by 
law, all Federal laws dealing with public or Federal contracts, 
property, works, officers, employees, budgets, or funds, including 
the provisions of chapters 5 and 7 of title 5, shall apply to the 
exercise of the powers of the Bureau. 
(b) DIRECTOR AND DEPUTY DIRECTOR.— 
(1) IN GENERAL.—There is established the position of the 
Director, who shall serve as the head of the Bureau. 
(2) APPOINTMENT.—Subject to paragraph (3), the Director 
shall be appointed by the President, by and with the advice 
and consent of the Senate. 
(3) QUALIFICATION.—The President shall nominate the 
Director from among individuals who are citizens of the United 
States. 
(4) COMPENSATION.—The Director shall be compensated at 
the rate prescribed for level II of the Executive Schedule under 
section 5313 of title 5, United States Code. 
(5) DEPUTY DIRECTOR.—There is established the position 
of Deputy Director, who shall— 
(A) be appointed by the Director; and 
(B) serve as acting Director in the absence or unavail-
ability of the Director. 
(c) TERM.— 
(1) IN GENERAL.—The Director shall serve for a term of 
5 years. 
(2) EXPIRATION
OF
TERM.—An individual may serve as 
Director after the expiration of the term for which appointed, 
until a successor has been appointed and qualified. 
(3) REMOVAL FOR CAUSE.—The President may remove the 
Director for inefficiency, neglect of duty, or malfeasance in 
office. 
President. 
President. 
Applicability. 
12 USC 5491. 
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124 STAT. 1965 
PUBLIC LAW 111–203—JULY 21, 2010 
(d) SERVICE RESTRICTION.—No Director or Deputy Director may 
hold any office, position, or employment in any Federal reserve 
bank, Federal home loan bank, covered person, or service provider 
during the period of service of such person as Director or Deputy 
Director. 
(e) OFFICES.—The principal office of the Bureau shall be in 
the District of Columbia. The Director may establish regional offices 
of the Bureau, including in cities in which the Federal reserve 
banks, or branches of such banks, are located, in order to carry 
out the responsibilities assigned to the Bureau under the Federal 
consumer financial laws. 
SEC. 1012. EXECUTIVE AND ADMINISTRATIVE POWERS. 
(a) POWERS OF THE BUREAU.—The Bureau is authorized to 
establish the general policies of the Bureau with respect to all 
executive and administrative functions, including— 
(1) the establishment of rules for conducting the general 
business of the Bureau, in a manner not inconsistent with 
this title; 
(2) to bind the Bureau and enter into contracts; 
(3) directing the establishment and maintenance of divi-
sions or other offices within the Bureau, in order to carry 
out the responsibilities under the Federal consumer financial 
laws, and to satisfy the requirements of other applicable law; 
(4) to coordinate and oversee the operation of all adminis-
trative, enforcement, and research activities of the Bureau; 
(5) to adopt and use a seal; 
(6) to determine the character of and the necessity for 
the obligations and expenditures of the Bureau; 
(7) the appointment and supervision of personnel employed 
by the Bureau; 
(8) the distribution of business among personnel appointed 
and supervised by the Director and among administrative units 
of the Bureau; 
(9) the use and expenditure of funds; 
(10) implementing the Federal consumer financial laws 
through rules, orders, guidance, interpretations, statements of 
policy, examinations, and enforcement actions; and 
(11) performing such other functions as may be authorized 
or required by law. 
(b) DELEGATION OF AUTHORITY.—The Director of the Bureau 
may delegate to any duly authorized employee, representative, or 
agent any power vested in the Bureau by law. 
(c) AUTONOMY OF THE BUREAU.— 
(1) COORDINATION WITH THE BOARD OF GOVERNORS.—Not-
withstanding any other provision of law applicable to the super-
vision or examination of persons with respect to Federal con-
sumer financial laws, the Board of Governors may delegate 
to the Bureau the authorities to examine persons subject to 
the jurisdiction of the Board of Governors for compliance with 
the Federal consumer financial laws. 
(2) AUTONOMY.—Notwithstanding the authorities granted 
to the Board of Governors under the Federal Reserve Act, 
the Board of Governors may not— 
(A) intervene in any matter or proceeding before the 
Director, including examinations or enforcement actions, 
unless otherwise specifically provided by law; 
12 USC 5492. 
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124 STAT. 1966 
PUBLIC LAW 111–203—JULY 21, 2010 
(B) appoint, direct, or remove any officer or employee 
of the Bureau; or 
(C) merge or consolidate the Bureau, or any of the 
functions or responsibilities of the Bureau, with any divi-
sion or office of the Board of Governors or the Federal 
reserve banks. 
(3) RULES AND ORDERS.—No rule or order of the Bureau 
shall be subject to approval or review by the Board of Gov-
ernors. The Board of Governors may not delay or prevent 
the issuance of any rule or order of the Bureau. 
(4) RECOMMENDATIONS
AND
TESTIMONY.—No officer or 
agency of the United States shall have any authority to require 
the Director or any other officer of the Bureau to submit legisla-
tive recommendations, or testimony or comments on legislation, 
to any officer or agency of the United States for approval, 
comments, or review prior to the submission of such rec-
ommendations, testimony, or comments to the Congress, if such 
recommendations, testimony, or comments to the Congress 
include a statement indicating that the views expressed therein 
are those of the Director or such officer, and do not necessarily 
reflect the views of the Board of Governors or the President. 
(5) CLARIFICATION OF AUTONOMY OF THE BUREAU IN LEGAL 
PROCEEDINGS.—The Bureau shall not be liable under any provi-
sion of law for any action or inaction of the Board of Governors, 
and the Board of Governors shall not be liable under any 
provision of law for any action or inaction of the Bureau. 
SEC. 1013. ADMINISTRATION. 
(a) PERSONNEL.— 
(1) APPOINTMENT.— 
(A) IN GENERAL.—The Director may fix the number 
of, and appoint and direct, all employees of the Bureau, 
in accordance with the applicable provisions of title 5, 
United States Code. 
(B) EMPLOYEES
OF
THE
BUREAU.—The Director is 
authorized to employ attorneys, compliance examiners, 
compliance supervision analysts, economists, statisticians, 
and other employees as may be deemed necessary to con-
duct the business of the Bureau. Unless otherwise provided 
expressly by law, any individual appointed under this sec-
tion shall be an employee as defined in section 2105 of 
title 5, United States Code, and subject to the provisions 
of such title and other laws generally applicable to the 
employees of an Executive agency. 
(C) WAIVER AUTHORITY.— 
(i) IN
GENERAL.—In making any appointment 
under subparagraph (A), the Director may waive the 
requirements of chapter 33 of title 5, United States 
Code, and the regulations implementing such chapter, 
to the extent necessary to appoint employees on terms 
and conditions that are consistent with those set forth 
in section 11(1) of the Federal Reserve Act (12 U.S.C. 
248(1)), while providing for— 
(I) fair, credible, and transparent methods of 
establishing qualification requirements for, recruit-
ment for, and appointments to positions; 
12 USC 5493. 
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124 STAT. 1967 
PUBLIC LAW 111–203—JULY 21, 2010 
(II) fair and open competition and equitable 
treatment in the consideration and selection of 
individuals to positions; 
(III) fair, credible, and transparent methods 
of assigning, reassigning, detailing, transferring, 
and promoting employees. 
(ii) VETERANS
PREFERENCES.—In implementing 
this subparagraph, the Director shall comply with the 
provisions of section 2302(b)(11), regarding veterans’ 
preference requirements, in a manner consistent with 
that in which such provisions are applied under 
chapter 33 of title 5, United States Code. The authority 
under this subparagraph to waive the requirements 
of that chapter 33 shall expire 5 years after the date 
of enactment of this Act. 
(2) 
COMPENSATION.—Notwithstanding 
any 
otherwise 
applicable provision of title 5, United States Code, concerning 
compensation, including the provisions of chapter 51 and 
chapter 53, the following provisions shall apply with respect 
to employees of the Bureau: 
(A) The rates of basic pay for all employees of the 
Bureau may be set and adjusted by the Director. 
(B) The Director shall at all times provide compensa-
tion (including benefits) to each class of employees that, 
at a minimum, are comparable to the compensation and 
benefits then being provided by the Board of Governors 
for the corresponding class of employees. 
(C) All such employees shall be compensated (including 
benefits) on terms and conditions that are consistent with 
the terms and conditions set forth in section 11(l) of the 
Federal Reserve Act (12 U.S.C. 248(l)). 
(3) BUREAU PARTICIPATION IN FEDERAL RESERVE SYSTEM 
RETIREMENT
PLAN
AND
FEDERAL
RESERVE
SYSTEM
THRIFT 
PLAN.— 
(A) EMPLOYEE ELECTION.—Employees appointed to the 
Bureau may elect to participate in either— 
(i) both the Federal Reserve System Retirement 
Plan and the Federal Reserve System Thrift Plan, 
under the same terms on which such participation 
is offered to employees of the Board of Governors who 
participate in such plans and under the terms and 
conditions specified under section 1064(i)(1)(C); or 
(ii) the Civil Service Retirement System under 
chapter 83 of title 5, United States Code, or the Federal 
Employees Retirement System under chapter 84 of 
title 5, United States Code, if previously covered under 
one of those Federal employee retirement systems. 
(B) ELECTION PERIOD.—Bureau employees shall make 
an election under this paragraph not later than 1 year 
after the date of appointment by, or transfer under subtitle 
F to, the Bureau. Participation in, and benefit accruals 
under, any other retirement plan established or maintained 
by the Federal Government shall end not later than the 
date on which participation in, and benefit accruals under, 
the Federal Reserve System Retirement Plan and Federal 
Reserve System Thrift Plan begin. 
Deadline. 
Applicability. 
Expiration date. 
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124 STAT. 1968 
PUBLIC LAW 111–203—JULY 21, 2010 
(C) EMPLOYER CONTRIBUTION.—The Bureau shall pay 
an employer contribution to the Federal Reserve System 
Retirement Plan, in the amount established as an employer 
contribution under the Federal Employees Retirement 
System, as established under chapter 84 of title 5, United 
States Code, for each Bureau employee who elects to 
participate in the Federal Reserve System Retirement Plan. 
The Bureau shall pay an employer contribution to the 
Federal Reserve System Thrift Plan for each Bureau 
employee who elects to participate in such plan, as required 
under the terms of such plan. 
(D) CONTROLLED GROUP STATUS.—The Bureau is the 
same employer as the Federal Reserve System (as com-
prised of the Board of Governors and each of the 12 Federal 
reserve banks prior to the date of enactment of this Act) 
for purposes of subsections (b), (c), (m), and (o) of section 
414 of the Internal Revenue Code of 1986, (26 U.S.C. 
414). 
(4) LABOR-MANAGEMENT RELATIONS.—Chapter 71 of title 
5, United States Code, shall apply to the Bureau and the 
employees of the Bureau. 
(5) AGENCY OMBUDSMAN.— 
(A) ESTABLISHMENT
REQUIRED.—Not later than 180 
days after the designated transfer date, the Bureau shall 
appoint an ombudsman. 
(B) 
DUTIES
OF
OMBUDSMAN.—The 
ombudsman 
appointed in accordance with subparagraph (A) shall— 
(i) act as a liaison between the Bureau and any 
affected person with respect to any problem that such 
party may have in dealing with the Bureau, resulting 
from the regulatory activities of the Bureau; and 
(ii) assure that safeguards exist to encourage 
complainants to come forward and preserve confiden-
tiality. 
(b) SPECIFIC FUNCTIONAL UNITS.— 
(1) RESEARCH.—The Director shall establish a unit whose 
functions shall include researching, analyzing, and reporting 
on— 
(A) developments in markets for consumer financial 
products or services, including market areas of alternative 
consumer financial products or services with high growth 
rates and areas of risk to consumers; 
(B) access to fair and affordable credit for traditionally 
underserved communities; 
(C) consumer awareness, understanding, and use of 
disclosures and communications regarding consumer finan-
cial products or services; 
(D) consumer awareness and understanding of costs, 
risks, and benefits of consumer financial products or serv-
ices; 
(E) consumer behavior with respect to consumer finan-
cial products or services, including performance on mort-
gage loans; and 
(F) experiences of traditionally underserved consumers, 
including un-banked and under-banked consumers. 
Establishment. 
Deadline. 
Appointment. 
Applicability. 
Payments. 
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124 STAT. 1969 
PUBLIC LAW 111–203—JULY 21, 2010 
(2) COMMUNITY AFFAIRS.—The Director shall establish a 
unit whose functions shall include providing information, guid-
ance, and technical assistance regarding the offering and provi-
sion of consumer financial products or services to traditionally 
underserved consumers and communities. 
(3) COLLECTING AND TRACKING COMPLAINTS.— 
(A) IN GENERAL.—The Director shall establish a unit 
whose functions shall include establishing a single, toll- 
free telephone number, a website, and a database or uti-
lizing an existing database to facilitate the centralized 
collection of, monitoring of, and response to consumer com-
plaints regarding consumer financial products or services. 
The Director shall coordinate with the Federal Trade 
Commission or other Federal agencies to route complaints 
to such agencies, where appropriate. 
(B) ROUTING CALLS TO STATES.—To the extent prac-
ticable, State agencies may receive appropriate complaints 
from the systems established under subparagraph (A), if— 
(i) the State agency system has the functional 
capacity to receive calls or electronic reports routed 
by the Bureau systems; 
(ii) the State agency has satisfied any conditions 
of participation in the system that the Bureau may 
establish, including treatment of personally identifiable 
information and sharing of information on complaint 
resolution or related compliance procedures and 
resources; and 
(iii) participation by the State agency includes 
measures necessary to provide for protection of person-
ally identifiable information that conform to the stand-
ards for protection of the confidentiality of personally 
identifiable information and for data integrity and 
security that apply to the Federal agencies described 
in subparagraph (D). 
(C) REPORTS TO THE CONGRESS.—The Director shall 
present an annual report to Congress not later than March 
31 of each year on the complaints received by the Bureau 
in the prior year regarding consumer financial products 
and services. Such report shall include information and 
analysis about complaint numbers, complaint types, and, 
where applicable, information about resolution of com-
plaints. 
(D) DATA SHARING REQUIRED.—To facilitate preparation 
of the reports required under subparagraph (C), supervision 
and enforcement activities, and monitoring of the market 
for consumer financial products and services, the Bureau 
shall share consumer complaint information with pruden-
tial regulators, the Federal Trade Commission, other Fed-
eral agencies, and State agencies, subject to the standards 
applicable to Federal agencies for protection of the confiden-
tiality of personally identifiable information and for data 
security and integrity. The prudential regulators, the Fed-
eral Trade Commission, and other Federal agencies shall 
share data relating to consumer complaints regarding con-
sumer financial products and services with the Bureau, 
subject to the standards applicable to Federal agencies 
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124 STAT. 1970 
PUBLIC LAW 111–203—JULY 21, 2010 
for protection of confidentiality of personally identifiable 
information and for data security and integrity. 
(c) OFFICE OF FAIR LENDING AND EQUAL OPPORTUNITY.— 
(1) ESTABLISHMENT.—The Director shall establish within 
the Bureau 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 to the Office, including— 
(A) providing oversight and enforcement of Federal 
laws intended to ensure the fair, equitable, and nondiscrim-
inatory access to credit for both individuals and commu-
nities that are enforced by the Bureau, including the Equal 
Credit Opportunity Act and the Home Mortgage Disclosure 
Act; 
(B) coordinating fair lending efforts of the Bureau with 
other Federal agencies and State regulators, as appro-
priate, to promote consistent, efficient, and effective 
enforcement of Federal fair lending laws; 
(C) working with private industry, fair lending, civil 
rights, consumer and community advocates on the pro-
motion of fair lending compliance and education; and 
(D) providing annual reports to Congress on the efforts 
of the Bureau to fulfill its fair lending mandate. 
(3) ADMINISTRATION OF OFFICE.—There is established the 
position of Assistant Director of the Bureau for Fair Lending 
and Equal Opportunity, who— 
(A) shall be appointed by the Director; and 
(B) shall carry out such duties as the Director may 
delegate to such Assistant Director. 
(d) OFFICE OF FINANCIAL EDUCATION.— 
(1) ESTABLISHMENT.—The Director shall establish an Office 
of Financial Education, which shall be responsible for devel-
oping and implementing initiatives intended to educate and 
empower consumers to make better informed financial 
decisions. 
(2) OTHER DUTIES.—The Office of Financial Education shall 
develop and implement a strategy to improve the financial 
literacy of consumers that includes measurable goals and objec-
tives, in consultation with the Financial Literacy and Education 
Commission, consistent with the National Strategy for Finan-
cial Literacy, through activities including providing opportuni-
ties for consumers to access— 
(A) financial counseling, including community-based 
financial counseling, where practicable; 
(B) information to assist with the evaluation of credit 
products and the understanding of credit histories and 
scores; 
(C) savings, borrowing, and other services found at 
mainstream financial institutions; 
(D) activities intended to— 
(i) prepare the consumer for educational expenses 
and the submission of financial aid applications, and 
other major purchases; 
(ii) reduce debt; and 
(iii) improve the financial situation of the con-
sumer; 
Strategy. 
Establishment. 
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124 STAT. 1971 
PUBLIC LAW 111–203—JULY 21, 2010 
(E) assistance in developing long-term savings strate-
gies; and 
(F) wealth building and financial services during the 
preparation process to claim earned income tax credits 
and Federal benefits. 
(3) COORDINATION.—The Office of Financial Education shall 
coordinate with other units within the Bureau in carrying 
out its functions, including— 
(A) working with the Community Affairs Office to 
implement the strategy to improve financial literacy of 
consumers; and 
(B) working with the research unit established by the 
Director to conduct research related to consumer financial 
education and counseling. 
(4) REPORT.—Not later than 24 months after the designated 
transfer date, and annually thereafter, the Director shall 
submit a report on its financial literacy activities and strategy 
to improve financial literacy of consumers to— 
(A) the Committee on Banking, Housing, and Urban 
Affairs of the Senate; and 
(B) the Committee on Financial Services of the House 
of Representatives. 
(5) MEMBERSHIP IN FINANCIAL LITERACY AND EDUCATION 
COMMISSION.—Section 513(c)(1) of the Financial Literacy and 
Education Improvement Act (20 U.S.C. 9702(c)(1)) is amended— 
(A) in subparagraph (B), by striking ‘‘and’’ at the end; 
(B) by redesignating subparagraph (C) as subpara-
graph (D); and 
(C) by inserting after subparagraph (B) the following 
new subparagraph: 
‘‘(C) the Director of the Bureau of Consumer Financial 
Protection; and’’. 
(6) CONFORMING AMENDMENT.—Section 513(d) of the Finan-
cial Literacy and Education Improvement Act (20 U.S.C. 
9702(d)) is amended by adding at the end the following: ‘‘The 
Director of the Bureau of Consumer Financial Protection shall 
serve as the Vice Chairman.’’. 
(7) STUDY AND REPORT ON FINANCIAL LITERACY PROGRAM.— 
(A) IN
GENERAL.—The Comptroller General of the 
United States shall conduct a study to identify— 
(i) the feasibility of certification of persons pro-
viding the programs or performing the activities 
described in paragraph (2), including recognizing out-
standing programs, and developing guidelines and 
resources 
for 
community-based 
practitioners, 
including— 
(I) a potential certification process and stand-
ards for certification; 
(II) appropriate certifying entities; 
(III) resources required for funding such a 
process; and 
(IV) a cost-benefit analysis of such certifi-
cation; 
(ii) technological resources intended to collect, ana-
lyze, evaluate, or promote financial literacy and coun-
seling programs; 
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124 STAT. 1972 
PUBLIC LAW 111–203—JULY 21, 2010 
(iii) 
effective 
methods, 
tools, 
and 
strategies 
intended to educate and empower consumers about 
personal finance management; and 
(iv) recommendations intended to encourage the 
development of programs that effectively improve 
financial education outcomes and empower consumers 
to make better informed financial decisions based on 
findings. 
(B) REPORT.—Not later than 1 year after the date 
of enactment of this Act, the Comptroller General of the 
United States shall submit a report on the results of the 
study conducted under this paragraph to the Committee 
on Banking, Housing, and Urban Affairs of the Senate 
and the Committee on Financial Services of the House 
of Representatives. 
(e) OFFICE OF SERVICE MEMBER AFFAIRS.— 
(1) IN GENERAL.—The Director shall establish an Office 
of Service Member Affairs, which shall be responsible for devel-
oping and implementing initiatives for service members and 
their families intended to— 
(A) educate and empower service members and their 
families to make better informed decisions regarding con-
sumer financial products and services; 
(B) coordinate with the unit of the Bureau established 
under subsection (b)(3), in order to monitor complaints 
by service members and their families and responses to 
those complaints by the Bureau or other appropriate Fed-
eral or State agency; and 
(C) coordinate efforts among Federal and State agen-
cies, as appropriate, regarding consumer protection meas-
ures relating to consumer financial products and services 
offered to, or used by, service members and their families. 
(2) COORDINATION.— 
(A) REGIONAL SERVICES.—The Director is authorized 
to assign employees of the Bureau as may be deemed 
necessary to conduct the business of the Office of Service 
Member Affairs, including by establishing and maintaining 
the functions of the Office in regional offices of the Bureau 
located near military bases, military treatment facilities, 
or other similar military facilities. 
(B) AGREEMENTS.—The Director is authorized to enter 
into memoranda of understanding and similar agreements 
with the Department of Defense, including any branch 
or agency as authorized by the department, in order to 
carry out the business of the Office of Service Member 
Affairs. 
(3) DEFINITION.—As used in this subsection, the term 
‘‘service member’’ means any member of the United States 
Armed Forces and any member of the National Guard or 
Reserves. 
(f) TIMING.—The Office of Fair Lending and Equal Opportunity, 
the Office of Financial Education, and the Office of Service Member 
Affairs shall each be established not later than 1 year after the 
designated transfer date. 
(g) OFFICE OF FINANCIAL PROTECTION FOR OLDER AMERICANS.— 
(1) ESTABLISHMENT.—Before the end of the 180-day period 
beginning on the designated transfer date, the Director shall 
Deadline. 
Establishment. 
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124 STAT. 1973 
PUBLIC LAW 111–203—JULY 21, 2010 
establish the Office of Financial Protection for Older Americans, 
the functions of which shall include activities designed to facili-
tate the financial literacy of individuals who have attained 
the age of 62 years or more (in this subsection, referred to 
as ‘‘seniors’’) on protection from unfair, deceptive, and abusive 
practices and on current and future financial choices, including 
through the dissemination of materials to seniors on such 
topics. 
(2) ASSISTANT DIRECTOR.—The Office of Financial Protec-
tion for Older Americans (in this subsection referred to as 
the ‘‘Office’’) shall be headed by an assistant director. 
(3) DUTIES.—The Office shall— 
(A) develop goals for programs that provide seniors 
financial literacy and counseling, including programs 
that— 
(i) help seniors recognize warning signs of unfair, 
deceptive, or abusive practices, protect themselves from 
such practices; 
(ii) provide one-on-one financial counseling on 
issues including long-term savings and later-life eco-
nomic security; and 
(iii) provide personal consumer credit advocacy to 
respond to consumer problems caused by unfair, decep-
tive, or abusive practices; 
(B) monitor certifications or designations of financial 
advisors who advise seniors and alert the Commission and 
State regulators of certifications or designations that are 
identified as unfair, deceptive, or abusive; 
(C) not later than 18 months after the date of the 
establishment of the Office, submit to Congress and the 
Commission any legislative and regulatory recommenda-
tions on the best practices for— 
(i) disseminating information regarding the legit-
imacy of certifications of financial advisers who advise 
seniors; 
(ii) methods in which a senior can identify the 
financial advisor most appropriate for the senior’s 
needs; and 
(iii) methods in which a senior can verify a finan-
cial advisor’s credentials; 
(D) conduct research to identify best practices and 
effective methods, tools, technology and strategies to edu-
cate and counsel seniors about personal finance manage-
ment with a focus on— 
(i) protecting themselves from unfair, deceptive, 
and abusive 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 appro-
priate, to promote consistent, effective, and efficient 
enforcement; and 
(F) work with community organizations, non-profit 
organizations, and other entities that are involved with 
educating or assisting seniors (including the National Edu-
cation and Resource Center on Women and Retirement 
Planning). 
Deadline. 
Recommenda- 
tions. 
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124 STAT. 1974 
PUBLIC LAW 111–203—JULY 21, 2010 
SEC. 1014. CONSUMER ADVISORY BOARD. 
(a) ESTABLISHMENT REQUIRED.—The Director shall establish 
a Consumer Advisory Board to advise and consult with the Bureau 
in the exercise of its functions under the Federal consumer financial 
laws, and to provide information on emerging practices in the 
consumer financial products or services industry, including regional 
trends, concerns, and other relevant information. 
(b) MEMBERSHIP.—In appointing the members of the Consumer 
Advisory Board, the Director shall seek to assemble experts in 
consumer protection, financial services, community development, 
fair lending and civil rights, and consumer financial products or 
services and representatives of depository institutions that pri-
marily serve underserved communities, and representatives of 
communities that have been significantly impacted by higher-priced 
mortgage loans, and seek representation of the interests of covered 
persons and consumers, without regard to party affiliation. Not 
fewer than 6 members shall be appointed upon the recommendation 
of the regional Federal Reserve Bank Presidents, on a rotating 
basis. 
(c) 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. 
(d) COMPENSATION AND TRAVEL EXPENSES.—Members 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 
(2) be allowed travel expenses, including transportation 
and subsistence, while away from their homes or regular places 
of business. 
SEC. 1015. COORDINATION. 
The Bureau shall coordinate with the Commission, the Com-
modity Futures Trading Commission, the Federal Trade Commis-
sion, and other Federal agencies and State regulators, as appro-
priate, to promote consistent regulatory treatment of consumer 
financial and investment products and services. 
SEC. 1016. APPEARANCES BEFORE AND REPORTS TO CONGRESS. 
(a) APPEARANCES BEFORE CONGRESS.—The Director of the 
Bureau shall appear before the Committee on Banking, Housing, 
and Urban Affairs of the Senate and the Committee on Financial 
Services and the Committee on Energy and Commerce of the House 
of Representatives at semi-annual hearings regarding the reports 
required under subsection (b). 
(b) REPORTS REQUIRED.—The Bureau shall, concurrent with 
each semi-annual hearing referred to in subsection (a), prepare 
and submit to the President and to the Committee on Banking, 
Housing, and Urban Affairs of the Senate and the Committee 
on Financial Services and the Committee on Energy and Commerce 
of the House of Representatives, a report, beginning with the session 
following the designated transfer date. The Bureau may also submit 
such report to the Committee on Commerce, Science, and Transpor-
tation of the Senate. 
(c) CONTENTS.—The reports required by subsection (b) shall 
include— 
12 USC 5496. 
12 USC 5495. 
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124 STAT. 1975 
PUBLIC LAW 111–203—JULY 21, 2010 
(1) a discussion of the significant problems faced by con-
sumers in shopping for or obtaining consumer financial products 
or services; 
(2) a justification of the budget request of the previous 
year; 
(3) a list of the significant rules and orders adopted by 
the Bureau, as well as other significant initiatives conducted 
by the Bureau, during the preceding year and the plan of 
the Bureau for rules, orders, or other initiatives to be under-
taken during the upcoming period; 
(4) an analysis of complaints about consumer financial 
products or services that the Bureau has received and collected 
in its central database on complaints during the preceding 
year; 
(5) a list, with a brief statement of the issues, of the 
public supervisory and enforcement actions to which the Bureau 
was a party during the preceding year; 
(6) the actions taken regarding rules, orders, and super-
visory actions with respect to covered persons which are not 
credit unions or depository institutions; 
(7) an assessment of significant actions by State attorneys 
general or State regulators relating to Federal consumer finan-
cial law; 
(8) an analysis of the efforts of the Bureau to fulfill the 
fair lending mission of the Bureau; and 
(9) an analysis of the efforts of the Bureau to increase 
workforce and contracting diversity consistent with the proce-
dures established by the Office of Minority and Women Inclu-
sion. 
SEC. 1017. FUNDING; PENALTIES AND FINES. 
(a) TRANSFER OF FUNDS FROM BOARD OF GOVERNORS.— 
(1) IN GENERAL.—Each year (or quarter of such year), begin-
ning on the designated transfer date, and each quarter there-
after, the Board of Governors shall transfer to the Bureau 
from the combined earnings of the Federal Reserve System, 
the amount determined by the Director to be reasonably nec-
essary to carry out the authorities of the Bureau under Federal 
consumer financial law, taking into account such other sums 
made available to the Bureau from the preceding year (or 
quarter of such year). 
(2) FUNDING CAP.— 
(A) IN GENERAL.—Notwithstanding paragraph (1), and 
in accordance with this paragraph, the amount that shall 
be transferred to the Bureau in each fiscal year shall 
not exceed a fixed percentage of the total operating 
expenses of the Federal Reserve System, as reported in 
the Annual Report, 2009, of the Board of Governors, equal 
to— 
(i) 10 percent of such expenses in fiscal year 2011; 
(ii) 11 percent of such expenses in fiscal year 2012; 
and 
(iii) 12 percent of such expenses in fiscal year 
2013, and in each year thereafter. 
(B) ADJUSTMENT
OF
AMOUNT.—The dollar amount 
referred to in subparagraph (A)(iii) shall be adjusted 
Effective date. 
Deadlines. 
12 USC 5497. 
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124 STAT. 1976 
PUBLIC LAW 111–203—JULY 21, 2010 
annually, using the percent increase, if any, in the employ-
ment cost index for total compensation for State and local 
government workers published by the Federal Government, 
or the successor index thereto, for the 12-month period 
ending on September 30 of the year preceding the transfer. 
(C) REVIEWABILITY.—Notwithstanding any other provi-
sion in this title, the funds derived from the Federal 
Reserve System pursuant to this subsection shall not be 
subject to review by the Committees on Appropriations 
of the House of Representatives and the Senate. 
(3) TRANSITION PERIOD.—Beginning on the date of enact-
ment of this Act and until the designated transfer date, the 
Board of Governors shall transfer to the Bureau the amount 
estimated by the Secretary needed to carry out the authorities 
granted to the Bureau under Federal consumer financial law, 
from the date of enactment of this Act until the designated 
transfer date. 
(4) BUDGET AND FINANCIAL MANAGEMENT.— 
(A) FINANCIAL OPERATING PLANS AND FORECASTS.—The 
Director shall provide to the Director of the Office of 
Management and Budget copies of the financial operating 
plans and forecasts of the Director, as prepared by the 
Director in the ordinary course of the operations of the 
Bureau, and copies of the quarterly reports of the financial 
condition and results of operations of the Bureau, as pre-
pared by the Director in the ordinary course of the oper-
ations of the Bureau. 
(B) FINANCIAL STATEMENTS.—The Bureau shall prepare 
annually a statement of— 
(i) assets and liabilities and surplus or deficit; 
(ii) income and expenses; and 
(iii) sources and application of funds. 
(C) FINANCIAL
MANAGEMENT
SYSTEMS.—The Bureau 
shall implement and maintain financial management sys-
tems that comply substantially with Federal financial 
management systems requirements and applicable Federal 
accounting standards. 
(D) ASSERTION OF INTERNAL CONTROLS.—The Director 
shall provide to the Comptroller General of the United 
States an assertion as to the effectiveness of the internal 
controls that apply to financial reporting by the Bureau, 
using the standards established in section 3512(c) of title 
31, United States Code. 
(E) RULE OF CONSTRUCTION.—This subsection may not 
be construed as implying any obligation on the part of 
the Director to consult with or obtain the consent or 
approval of the Director of the Office of Management and 
Budget with respect to any report, plan, forecast, or other 
information referred to in subparagraph (A) or any jurisdic-
tion or oversight over the affairs or operations of the 
Bureau. 
(F) FINANCIAL STATEMENTS.—The financial statements 
of the Bureau shall not be consolidated with the financial 
statements of either the Board of Governors or the Federal 
Reserve System. 
(5) AUDIT OF THE BUREAU.— 
Deadline. 
Transfer 
authority. 
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124 STAT. 1977 
PUBLIC LAW 111–203—JULY 21, 2010 
(A) IN
GENERAL.—The Comptroller General shall 
annually audit the financial transactions of the Bureau 
in accordance with the United States generally accepted 
government auditing standards, as may be prescribed by 
the Comptroller General of the United States. The audit 
shall be conducted at the place or places where accounts 
of the Bureau are normally kept. The representatives of 
the Government Accountability Office shall have access 
to the personnel and to all books, accounts, documents, 
papers, records (including electronic records), reports, files, 
and all other papers, automated data, things, or property 
belonging to or under the control of or used or employed 
by the Bureau pertaining to its financial transactions and 
necessary to facilitate the audit, and such representatives 
shall be afforded full facilities for verifying transactions 
with the balances or securities held by depositories, fiscal 
agents, and custodians. All such books, accounts, docu-
ments, records, reports, files, papers, and property of the 
Bureau shall remain in possession and custody of the 
Bureau. The Comptroller General may obtain and duplicate 
any such books, accounts, documents, records, working 
papers, automated data and files, or other information 
relevant to such audit without cost to the Comptroller 
General, and the right of access of the Comptroller General 
to such information shall be enforceable pursuant to section 
716(c) of title 31, United States Code. 
(B) REPORT.—The Comptroller General shall submit 
to the Congress a report of each annual audit conducted 
under this subsection. The report to the Congress shall 
set forth the scope of the audit and shall include the 
statement of assets and liabilities and surplus or deficit, 
the statement of income and expenses, the statement of 
sources and application of funds, and such comments and 
information as may be deemed necessary to inform Con-
gress of the financial operations and condition of the 
Bureau, together with such recommendations with respect 
thereto as the Comptroller General may deem advisable. 
A copy of each report shall be furnished to the President 
and to the Bureau at the time submitted to the Congress. 
(C) ASSISTANCE AND COSTS.—For the purpose of con-
ducting an audit under this subsection, the Comptroller 
General may, in the discretion of the Comptroller General, 
employ by contract, without regard to section 3709 of the 
Revised Statutes of the United States (41 U.S.C. 5), profes-
sional services of firms and organizations of certified public 
accountants for temporary periods or for special purposes. 
Upon the request of the Comptroller General, the Director 
of the Bureau shall transfer to the Government Account-
ability Office from funds available, the amount requested 
by the Comptroller General to cover the full costs of any 
audit and report conducted by the Comptroller General. 
The Comptroller General shall credit funds transferred 
to the account established for salaries and expenses of 
the Government Accountability Office, and such amount 
shall be available upon receipt and without fiscal year 
limitation to cover the full costs of the audit and report. 
(b) CONSUMER FINANCIAL PROTECTION FUND.— 
Transfer 
authority. 
Deadline. 
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124 STAT. 1978 
PUBLIC LAW 111–203—JULY 21, 2010 
(1) SEPARATE FUND IN FEDERAL RESERVE ESTABLISHED.— 
There is established in the Federal Reserve a separate fund, 
to be known as the ‘‘Bureau of Consumer Financial Protection 
Fund’’ (referred to in this section as the ‘‘Bureau Fund’’). The 
Bureau Fund shall be maintained and established at a Federal 
reserve bank, in accordance with such requirements as the 
Board of Governors may impose. 
(2) FUND RECEIPTS.—All amounts transferred to the Bureau 
under subsection (a) shall be deposited into the Bureau Fund. 
(3) INVESTMENT AUTHORITY.— 
(A) AMOUNTS IN BUREAU FUND MAY BE INVESTED.— 
The Bureau may request the Board of Governors to direct 
the investment of the portion of the Bureau Fund that 
is not, in the judgment of the Bureau, required to meet 
the current needs of the Bureau. 
(B) ELIGIBLE
INVESTMENTS.—Investments authorized 
by this paragraph shall be made in obligations of the 
United States or obligations that are guaranteed as to 
principal and interest by the United States, with maturities 
suitable to the needs of the Bureau Fund, as determined 
by the Bureau. 
(C) INTEREST AND PROCEEDS CREDITED.—The interest 
on, and the proceeds from the sale or redemption of, any 
obligations held in the Bureau Fund shall be credited to 
the Bureau Fund. 
(c) USE OF FUNDS.— 
(1) IN
GENERAL.—Funds obtained by, transferred to, or 
credited to the Bureau Fund shall be immediately available 
to the Bureau and under the control of the Director, and shall 
remain available until expended, to pay the expenses of the 
Bureau in carrying out its duties and responsibilities. The 
compensation of the Director and other employees of the Bureau 
and all other expenses thereof may be paid from, obtained 
by, transferred to, or credited to the Bureau Fund under this 
section. 
(2) FUNDS
THAT
ARE
NOT
GOVERNMENT
FUNDS.—Funds 
obtained by or transferred to the Bureau Fund shall not be 
construed to be Government funds or appropriated monies. 
(3) AMOUNTS NOT SUBJECT TO APPORTIONMENT.—Notwith-
standing any other provision of law, amounts in the Bureau 
Fund and in the Civil Penalty Fund established under sub-
section (d) shall not be subject to apportionment for purposes 
of chapter 15 of title 31, United States Code, or under any 
other authority. 
(d) PENALTIES AND FINES.— 
(1) ESTABLISHMENT
OF
VICTIMS
RELIEF
FUND.—There is 
established in the Federal Reserve a separate fund, to be known 
as the ‘‘Consumer Financial Civil Penalty Fund’’ (referred to 
in this section as the ‘‘Civil Penalty Fund’’). The Civil Penalty 
Fund shall be maintained and established at a Federal reserve 
bank, in accordance with such requirements as the Board of 
Governors may impose. If the Bureau obtains a civil penalty 
against any person in any judicial or administrative action 
under Federal consumer financial laws, the Bureau shall 
deposit into the Civil Penalty Fund, the amount of the penalty 
collected. 
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124 STAT. 1979 
PUBLIC LAW 111–203—JULY 21, 2010 
(2) PAYMENT TO VICTIMS.—Amounts in the Civil Penalty 
Fund shall be available to the Bureau, without fiscal year 
limitation, for payments to the victims of activities for which 
civil penalties have been imposed under the Federal consumer 
financial laws. To the extent that such victims cannot be located 
or such payments are otherwise not practicable, the Bureau 
may use such funds for the purpose of consumer education 
and financial literacy programs. 
(e) AUTHORIZATION OF APPROPRIATIONS; ANNUAL REPORT.— 
(1) DETERMINATION
REGARDING
NEED
FOR
APPROPRIATED 
FUNDS.— 
(A) IN GENERAL.—The Director is authorized to deter-
mine that sums available to the Bureau under this section 
will not be sufficient to carry out the authorities of the 
Bureau under Federal consumer financial law for the 
upcoming year. 
(B) REPORT REQUIRED.—When making a determination 
under subparagraph (A), the Director shall prepare a report 
regarding the funding of the Bureau, including the assets 
and liabilities of the Bureau, and the extent to which 
the funding needs of the Bureau are anticipated to exceed 
the level of the amount set forth in subsection (a)(2). The 
Director shall submit the report to the President and to 
the Committee on Appropriations of the Senate and the 
Committee on Appropriations of the House of Representa-
tives. 
(2) AUTHORIZATION
OF
APPROPRIATIONS.—If the Director 
makes the determination and submits the report pursuant to 
paragraph (1), there are hereby authorized to be appropriated 
to the Bureau, for the purposes of carrying out the authorities 
granted in Federal consumer financial law, $200,000,000 for 
each of fiscal years 2010, 2011, 2012, 2013, and 2014. 
(3) APPORTIONMENT.—Notwithstanding any other provision 
of law, the amounts in paragraph (2) shall be subject to appor-
tionment 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. 
(4) ANNUAL
REPORT.—The Director shall prepare and 
submit a report, on an annual basis, to the Committee on 
Appropriations of the Senate and the Committee on Appropria-
tions of the House of Representatives regarding the financial 
operating plans and forecasts of the Director, the financial 
condition and results of operations of the Bureau, and the 
sources and application of funds of the Bureau, including any 
funds appropriated in accordance with this subsection. 
SEC. 1018. EFFECTIVE DATE. 
This subtitle shall become effective on the date of enactment 
of this Act. 
Subtitle B—General Powers of the Bureau 
SEC. 1021. PURPOSE, OBJECTIVES, AND FUNCTIONS. 
(a) PURPOSE.—The Bureau shall seek to implement and, where 
applicable, enforce Federal consumer financial law consistently for 
the purpose of ensuring that all consumers have access to markets 
12 USC 5511. 
12 USC 5491 
note. 
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124 STAT. 1980 
PUBLIC LAW 111–203—JULY 21, 2010 
for consumer financial products and services and that markets 
for consumer financial products and services are fair, transparent, 
and competitive. 
(b) OBJECTIVES.—The Bureau is authorized to exercise its 
authorities under Federal consumer financial law for the purposes 
of ensuring that, with respect to consumer financial products and 
services— 
(1) consumers are provided with timely and understandable 
information to make responsible decisions about financial trans-
actions; 
(2) consumers are protected from unfair, deceptive, or abu-
sive acts and practices and from discrimination; 
(3) outdated, unnecessary, or unduly burdensome regula-
tions are regularly identified and addressed in order to reduce 
unwarranted regulatory burdens; 
(4) Federal consumer financial law is enforced consistently, 
without regard to the status of a person as a depository institu-
tion, in order to promote fair competition; and 
(5) markets for consumer financial products and services 
operate transparently and efficiently to facilitate access and 
innovation. 
(c) FUNCTIONS.—The primary functions of the Bureau are— 
(1) conducting financial education programs; 
(2) collecting, investigating, and responding to consumer 
complaints; 
(3) collecting, researching, monitoring, and publishing 
information relevant to the functioning of markets for consumer 
financial products and services to identify risks to consumers 
and the proper functioning of such markets; 
(4) subject to sections 1024 through 1026, supervising cov-
ered persons for compliance with Federal consumer financial 
law, and taking appropriate enforcement action to address vio-
lations of Federal consumer financial law; 
(5) issuing rules, orders, and guidance implementing Fed-
eral consumer financial law; and 
(6) performing such support activities as may be necessary 
or useful to facilitate the other functions of the Bureau. 
SEC. 1022. RULEMAKING AUTHORITY. 
(a) IN GENERAL.—The Bureau is authorized to exercise its 
authorities under Federal consumer financial law to administer, 
enforce, and otherwise implement the provisions of Federal con-
sumer financial law. 
(b) RULEMAKING, ORDERS, AND GUIDANCE.— 
(1) GENERAL AUTHORITY.—The Director may prescribe rules 
and issue orders and guidance, as may be necessary or appro-
priate to enable the Bureau to administer and carry out the 
purposes and objectives of the Federal consumer financial laws, 
and to prevent evasions thereof. 
(2) STANDARDS FOR RULEMAKING.—In prescribing a rule 
under the Federal consumer financial laws— 
(A) the Bureau shall consider— 
(i) the potential benefits and costs to consumers 
and covered persons, including the potential reduction 
of access by consumers to consumer financial products 
or services resulting from such rule; and 
12 USC 5512. 
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124 STAT. 1981 
PUBLIC LAW 111–203—JULY 21, 2010 
(ii) the impact of proposed rules on covered per-
sons, as described in section 1026, and the impact 
on consumers in rural areas; 
(B) the Bureau shall consult with the appropriate 
prudential regulators or other Federal agencies prior to 
proposing a rule and during the comment process regarding 
consistency with prudential, market, or systemic objectives 
administered by such agencies; and 
(C) if, during the consultation process described in 
subparagraph (B), a prudential regulator provides the 
Bureau with a written objection to the proposed rule of 
the Bureau or a portion thereof, the Bureau shall include 
in the adopting release a description of the objection and 
the basis for the Bureau decision, if any, regarding such 
objection, except that nothing in this clause shall be con-
strued as altering or limiting the procedures under section 
1023 that may apply to any rule prescribed by the Bureau. 
(3) EXEMPTIONS.— 
(A) IN
GENERAL.—The Bureau, by rule, may condi-
tionally or unconditionally exempt any class of covered 
persons, service providers, or consumer financial products 
or services, from any provision of this title, or from any 
rule issued under this title, as the Bureau determines 
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, as permitted 
under subparagraph (A), the Bureau shall, as appropriate, 
take into consideration— 
(i) the total assets of the class of covered persons; 
(ii) the volume of transactions involving consumer 
financial products or services in which the class of 
covered persons engages; and 
(iii) existing provisions of law which are applicable 
to the consumer financial product or service and the 
extent to which such provisions provide consumers with 
adequate protections. 
(4) EXCLUSIVE RULEMAKING AUTHORITY.— 
(A) IN
GENERAL.—Notwithstanding any other provi-
sions of Federal law and except as provided in section 
1061(b)(5), to the extent that a provision of Federal con-
sumer financial law authorizes the Bureau and another 
Federal agency to issue regulations under that provision 
of law for purposes of assuring compliance with Federal 
consumer financial law and any regulations thereunder, 
the Bureau shall have the exclusive authority to prescribe 
rules subject to those provisions of law. 
(B) DEFERENCE.—Notwithstanding any power granted 
to any Federal agency or to the Council under this title, 
and subject to section 1061(b)(5)(E), the deference that 
a court affords to the Bureau with respect to a determina-
tion by the Bureau regarding the meaning or interpretation 
of any provision of a Federal consumer financial law shall 
be applied as if the Bureau were the only agency authorized 
to apply, enforce, interpret, or administer the provisions 
of such Federal consumer financial law. 
(c) MONITORING.— 
Applicability. 
Consultation. 
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124 STAT. 1982 
PUBLIC LAW 111–203—JULY 21, 2010 
(1) IN GENERAL.—In order to support its rulemaking and 
other functions, the Bureau shall monitor for risks to consumers 
in the offering or provision of consumer financial products 
or services, including developments in markets for such prod-
ucts or services. 
(2) CONSIDERATIONS.—In allocating its resources to perform 
the monitoring required by this section, the Bureau may con-
sider, among other factors— 
(A) likely risks and costs to consumers associated with 
buying or using a type of consumer financial product or 
service; 
(B) understanding by consumers of the risks of a type 
of consumer financial product or service; 
(C) the legal protections applicable to the offering or 
provision of a consumer financial product or service, 
including the extent to which the law is likely to adequately 
protect consumers; 
(D) rates of growth in the offering or provision of 
a consumer financial product or service; 
(E) the extent, if any, to which the risks of a consumer 
financial product or service may disproportionately affect 
traditionally underserved consumers; or 
(F) the types, number, and other pertinent characteris-
tics of covered persons that offer or provide the consumer 
financial product or service. 
(3) SIGNIFICANT FINDINGS.— 
(A) IN GENERAL.—The Bureau shall publish not fewer 
than 1 report of significant findings of its monitoring 
required by this subsection in each calendar year, beginning 
with the first calendar year that begins at least 1 year 
after the designated transfer date. 
(B) CONFIDENTIAL
INFORMATION.—The Bureau may 
make public such information obtained by the Bureau 
under this section as is in the public interest, through 
aggregated reports or other appropriate formats designed 
to protect confidential information in accordance with para-
graphs (4), (6), (8), and (9). 
(4) COLLECTION OF INFORMATION.— 
(A) IN
GENERAL.—In conducting any monitoring or 
assessment required by this section, the Bureau shall have 
the authority to gather information from time to time 
regarding the organization, business conduct, markets, and 
activities of covered persons and service providers. 
(B) METHODOLOGY.—In order to gather information 
described in subparagraph (A), the Bureau may— 
(i) gather and compile information from a variety 
of sources, including examination reports concerning 
covered persons or service providers, consumer com-
plaints, voluntary surveys and voluntary interviews 
of consumers, surveys and interviews with covered per-
sons and service providers, and review of available 
databases; and 
(ii) require covered persons and service providers 
participating in consumer financial services markets 
to file with the Bureau, under oath or otherwise, in 
such form and within such reasonable period of time 
as the Bureau may prescribe by rule or order, annual 
Publication. 
Reports. 
Deadline. 
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124 STAT. 1983 
PUBLIC LAW 111–203—JULY 21, 2010 
or special reports, or answers in writing to specific 
questions, furnishing information described in para-
graph (4), as necessary for the Bureau to fulfill the 
monitoring, assessment, and reporting responsibilities 
imposed by Congress. 
(C) LIMITATION.—The Bureau may not use its authori-
ties under this paragraph to obtain records from covered 
persons and service providers participating in consumer 
financial services markets for purposes of gathering or 
analyzing the personally identifiable financial information 
of consumers. 
(5) LIMITED INFORMATION GATHERING.—In order to assess 
whether a nondepository is a covered person, as defined in 
section 1002, the Bureau may require such nondepository to 
file with the Bureau, under oath or otherwise, in such form 
and within such reasonable period of time as the Bureau may 
prescribe by rule or order, annual or special reports, or answers 
in writing to specific questions. 
(6) CONFIDENTIALITY RULES.— 
(A) RULEMAKING.—The Bureau shall prescribe rules 
regarding the confidential treatment of information 
obtained from persons in connection with the exercise of 
its authorities under Federal consumer financial law. 
(B) ACCESS
BY
THE
BUREAU
TO
REPORTS
OF
OTHER 
REGULATORS.— 
(i) 
EXAMINATION
AND
FINANCIAL
CONDITION 
REPORTS.—Upon providing reasonable assurances of 
confidentiality, the Bureau shall have access to any 
report of examination or financial condition made by 
a prudential regulator or other Federal agency having 
jurisdiction over a covered person or service provider, 
and to all revisions made to any such report. 
(ii) 
PROVISION
OF
OTHER
REPORTS
TO
THE 
BUREAU.—In addition to the reports described in clause 
(i), a prudential regulator or other Federal agency 
having jurisdiction over a covered person or service 
provider may, in its discretion, furnish to the Bureau 
any other report or other confidential supervisory 
information concerning any insured depository institu-
tion, credit union, or other entity examined by such 
agency under authority of any provision of Federal 
law. 
(C) ACCESS BY OTHER REGULATORS TO REPORTS OF THE 
BUREAU.— 
(i) 
EXAMINATION
REPORTS.—Upon 
providing 
reasonable assurances of confidentiality, a prudential 
regulator, a State regulator, or any other Federal 
agency having jurisdiction over a covered person or 
service provider shall have access to any report of 
examination made by the Bureau with respect to such 
person, and to all revisions made to any such report. 
(ii) PROVISION OF OTHER REPORTS TO OTHER REGU-
LATORS.—In addition to the reports described in clause 
(i), the Bureau may, in its discretion, furnish to a 
prudential regulator or other agency having jurisdic-
tion over a covered person or service provider any 
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124 STAT. 1984 
PUBLIC LAW 111–203—JULY 21, 2010 
other report or other confidential supervisory informa-
tion concerning such person examined by the Bureau 
under the authority of any other provision of Federal 
law. 
(7) REGISTRATION.— 
(A) IN
GENERAL.—The Bureau may prescribe rules 
regarding registration requirements applicable to a covered 
person, other than an insured depository institution, 
insured credit union, or related person. 
(B) REGISTRATION INFORMATION.—Subject to rules pre-
scribed by the Bureau, the Bureau may publicly disclose 
registration information to facilitate the ability of con-
sumers to identify covered persons that are registered with 
the Bureau. 
(C) CONSULTATION WITH STATE AGENCIES.—In devel-
oping and implementing registration requirements under 
this paragraph, the Bureau shall consult with State agen-
cies regarding requirements or systems (including coordi-
nated or combined systems for registration), where appro-
priate. 
(8) PRIVACY
CONSIDERATIONS.—In collecting information 
from any person, publicly releasing information held by the 
Bureau, or requiring covered persons to publicly report informa-
tion, the Bureau shall take steps to ensure that proprietary, 
personal, or confidential consumer information that is protected 
from public disclosure under section 552(b) or 552a of title 
5, United States Code, or any other provision of law, is not 
made public under this title. 
(9) CONSUMER PRIVACY.— 
(A) IN GENERAL.—The Bureau may not obtain from 
a covered person or service provider any personally identifi-
able financial information about a consumer from the finan-
cial records of the covered person or service provider, 
except— 
(i) if the financial records are reasonably described 
in a request by the Bureau and the consumer provides 
written permission for the disclosure of such informa-
tion by the covered person or service provider to the 
Bureau; or 
(ii) as may be specifically permitted or required 
under other applicable provisions of law and in accord-
ance with the Right to Financial Privacy Act of 1978 
(12 U.S.C. 3401 et seq.). 
(B) TREATMENT OF COVERED PERSON OR SERVICE PRO-
VIDER.—With respect to the application of any provision 
of the Right to Financial Privacy Act of 1978, to a disclosure 
by a covered person or service provider subject to this 
subsection, the covered person or service provider shall 
be treated as if it were a ‘‘financial institution’’, as defined 
in section 1101 of that Act (12 U.S.C. 3401). 
(d) ASSESSMENT OF SIGNIFICANT RULES.— 
(1) IN GENERAL.—The Bureau shall conduct an assessment 
of each significant rule or order adopted by the Bureau under 
Federal consumer financial law. The assessment shall address, 
among other relevant factors, the effectiveness of the rule or 
order in meeting the purposes and objectives of this title and 
the specific goals stated by the Bureau. The assessment shall 
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124 STAT. 1985 
PUBLIC LAW 111–203—JULY 21, 2010 
reflect available evidence and any data that the Bureau reason-
ably may collect. 
(2) REPORTS.—The Bureau shall publish a report of its 
assessment under this subsection not later than 5 years after 
the effective date of the subject rule or order. 
(3) PUBLIC COMMENT REQUIRED.—Before publishing a report 
of its assessment, the Bureau shall invite public comment on 
recommendations for modifying, expanding, or eliminating the 
newly adopted significant rule or order. 
SEC. 1023. REVIEW OF BUREAU REGULATIONS. 
(a) REVIEW OF BUREAU REGULATIONS.—On the petition of a 
member agency of the Council, the Council may set aside a final 
regulation prescribed by the Bureau, or any provision thereof, if 
the Council decides, in accordance with subsection (c), that the 
regulation or provision would put the safety and soundness of 
the United States banking system or the stability of the financial 
system of the United States at risk. 
(b) PETITION.— 
(1) PROCEDURE.—An agency represented by a member of 
the Council may petition the Council, in writing, and in accord-
ance with rules prescribed pursuant to subsection (f), to stay 
the effectiveness of, or set aside, a regulation if the member 
agency filing the petition— 
(A) has in good faith attempted to work with the 
Bureau to resolve concerns regarding the effect of the rule 
on the safety and soundness of the United States banking 
system or the stability of the financial system of the United 
States; and 
(B) files the petition with the Council not later than 
10 days after the date on which the regulation has been 
published in the Federal Register. 
(2) PUBLICATION.—Any petition filed with the Council 
under this section shall be published in the Federal Register 
and transmitted contemporaneously with filing to the Com-
mittee on Banking, Housing, and Urban Affairs of the Senate 
and the Committee on Financial Services of the House of Rep-
resentatives. 
(c) STAYS AND SET ASIDES.— 
(1) STAY.— 
(A) IN GENERAL.—Upon the request of any member 
agency, the Chairperson of the Council may stay the 
effectiveness of a regulation for the purpose of allowing 
appropriate consideration of the petition by the Council. 
(B) EXPIRATION.—A stay issued under this paragraph 
shall expire on the earlier of— 
(i) 90 days after the date of filing of the petition 
under subsection (b); or 
(ii) the date on which the Council makes a decision 
under paragraph (3). 
(2) NO ADVERSE INFERENCE.—After the expiration of any 
stay imposed under this section, no inference shall be drawn 
regarding the validity or enforceability of a regulation which 
was the subject of the petition. 
(3) VOTE.— 
(A) IN GENERAL.—The decision to issue a stay of, or 
set aside, any regulation under this section shall be made 
Federal Register, 
publication. 
Deadline. 
12 USC 5513. 
Publication. 
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124 STAT. 1986 
PUBLIC LAW 111–203—JULY 21, 2010 
only with the affirmative vote in accordance with subpara-
graph (B) of 2⁄3 of the members of the Council then serving. 
(B) AUTHORIZATION TO VOTE.—A member of the Council 
may vote to stay the effectiveness of, or set aside, a final 
regulation prescribed by the Bureau only if the agency 
or department represented by that member has— 
(i) considered any relevant information provided 
by the agency submitting the petition and by the 
Bureau; and 
(ii) made an official determination, at a public 
meeting where applicable, that the regulation which 
is the subject of the petition would put the safety 
and soundness of the United States banking system 
or the stability of the financial system of the United 
States at risk. 
(4) DECISIONS TO SET ASIDE.— 
(A) EFFECT OF DECISION.—A decision by the Council 
to set aside a regulation prescribed by the Bureau, or 
provision thereof, shall render such regulation, or provision 
thereof, unenforceable. 
(B) TIMELY ACTION REQUIRED.—The Council may not 
issue a decision to set aside a regulation, or provision 
thereof, which is the subject of a petition under this section 
after the expiration of the later of— 
(i) 45 days following the date of filing of the peti-
tion, unless a stay is issued under paragraph (1); or 
(ii) the expiration of a stay issued by the Council 
under this section. 
(C) SEPARATE
AUTHORITY.—The issuance of a stay 
under this section does not affect the authority of the 
Council to set aside a regulation. 
(5) DISMISSAL
DUE
TO
INACTION.—A petition under this 
section shall be deemed dismissed if the Council has not issued 
a decision to set aside a regulation, or provision thereof, within 
the period for timely action under paragraph (4)(B). 
(6) PUBLICATION
OF
DECISION.—Any decision under this 
subsection to issue a stay of, or set aside, a regulation or 
provision thereof shall be published by the Council in the 
Federal Register as soon as practicable after the decision is 
made, with an explanation of the reasons for the decision. 
(7) RULEMAKING
PROCEDURES
INAPPLICABLE.—The notice 
and comment procedures under section 553 of title 5, United 
States Code, shall not apply to any decision under this section 
of the Council to issue a stay of, or set aside, a regulation. 
(8) JUDICIAL REVIEW OF DECISIONS BY THE COUNCIL.—A 
decision by the Council to set aside a regulation prescribed 
by the Bureau, or provision thereof, shall be subject to review 
under chapter 7 of title 5, United States Code. 
(d) APPLICATION OF OTHER LAW.—Nothing in this section shall 
be construed as altering, limiting, or restricting the application 
of any other provision of law, except as otherwise specifically pro-
vided in this section, including chapter 5 and chapter 7 of title 
5, United States Code, to a regulation which is the subject of 
a petition filed under this section. 
(e) SAVINGS CLAUSE.—Nothing in this section shall be construed 
as limiting or restricting the Bureau from engaging in a rulemaking 
in accordance with applicable law. 
Federal Register, 
publication. 
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124 STAT. 1987 
PUBLIC LAW 111–203—JULY 21, 2010 
(f) IMPLEMENTING RULES.—The Council shall prescribe proce-
dural rules to implement this section. 
SEC. 1024. SUPERVISION OF NONDEPOSITORY COVERED PERSONS. 
(a) SCOPE OF COVERAGE.— 
(1) APPLICABILITY.—Notwithstanding any other provision 
of this title, and except as provided in paragraph (3), this 
section shall apply to any covered person who— 
(A) offers or provides origination, brokerage, or serv-
icing of loans secured by real estate for use by consumers 
primarily for personal, family, or household purposes, or 
loan modification or foreclosure relief services in connection 
with such loans; 
(B) is a larger participant of a market for other con-
sumer financial products or services, as defined by rule 
in accordance with paragraph (2); 
(C) the Bureau has reasonable cause to determine, 
by order, after notice to the covered person and a reason-
able opportunity for such covered person to respond, based 
on complaints collected through the system under section 
1013(b)(3) or information from other sources, that such 
covered person is engaging, or has engaged, in conduct 
that poses risks to consumers with regard to the offering 
or provision of consumer financial products or services; 
(D) offers or provides to a consumer any private edu-
cation loan, as defined in section 140 of the Truth in 
Lending Act (15 U.S.C. 1650), notwithstanding section 
1027(a)(2)(A) and subject to section 1027(a)(2)(C); or 
(E) offers or provides to a consumer a payday loan. 
(2) RULEMAKING TO DEFINE COVERED PERSONS SUBJECT TO 
THIS
SECTION.—The Bureau shall consult with the Federal 
Trade Commission prior to issuing a rule, in accordance with 
paragraph (1)(B), to define covered persons subject to this sec-
tion. The Bureau shall issue its initial rule not later than 
1 year after the designated transfer date. 
(3) RULES OF CONSTRUCTION.— 
(A) CERTAIN PERSONS EXCLUDED.—This section shall 
not apply to persons described in section 1025(a) or 1026(a). 
(B) ACTIVITY
LEVELS.—For purposes of computing 
activity levels under paragraph (1) or rules issued there-
under, activities of affiliated companies (other than insured 
depository institutions or insured credit unions) shall be 
aggregated. 
(b) SUPERVISION.— 
(1) IN GENERAL.—The Bureau shall require reports and 
conduct examinations on a periodic basis of persons described 
in subsection (a)(1) for purposes of— 
(A) assessing compliance with the requirements of Fed-
eral consumer financial law; 
(B) obtaining information about the activities and 
compliance systems or procedures of such person; and 
(C) detecting and assessing risks to consumers and 
to markets for consumer financial products and services. 
(2) RISK-BASED SUPERVISION PROGRAM.—The Bureau shall 
exercise its authority under paragraph (1) in a manner designed 
to ensure that such exercise, with respect to persons described 
in subsection (a)(1), is based on the assessment by the Bureau 
Reports. 
Examinations. 
Deadline. 
Consultation. 
12 USC 5514. 
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124 STAT. 1988 
PUBLIC LAW 111–203—JULY 21, 2010 
of the risks posed to consumers in the relevant product markets 
and geographic markets, and taking into consideration, as 
applicable— 
(A) the asset size of the covered person; 
(B) the volume of transactions involving consumer 
financial products or services in which the covered person 
engages; 
(C) the risks to consumers created by the provision 
of such consumer financial products or services; 
(D) the extent to which such institutions are subject 
to oversight by State authorities for consumer protection; 
and 
(E) any other factors that the Bureau determines to 
be relevant to a class of covered persons. 
(3) COORDINATION.—To minimize regulatory burden, the 
Bureau shall coordinate its supervisory activities with the 
supervisory activities conducted by prudential regulators and 
the State bank regulatory authorities, including establishing 
their respective schedules for examining persons described in 
subsection (a)(1) and requirements regarding reports to be sub-
mitted by such persons. 
(4) USE OF EXISTING REPORTS.—The Bureau shall, to the 
fullest extent possible, use— 
(A) reports pertaining to persons described in sub-
section (a)(1) that have been provided or required to have 
been provided to a Federal or State agency; and 
(B) information that has been reported publicly. 
(5) PRESERVATION
OF
AUTHORITY.—Nothing in this title 
may be construed as limiting the authority of the Director 
to require reports from persons described in subsection (a)(1), 
as permitted under paragraph (1), regarding information owned 
or under the control of such person, regardless of whether 
such information is maintained, stored, or processed by another 
person. 
(6) REPORTS OF TAX LAW NONCOMPLIANCE.—The Bureau 
shall provide the Commissioner of Internal Revenue with any 
report of examination or related information identifying possible 
tax law noncompliance. 
(7) REGISTRATION, RECORDKEEPING
AND
OTHER
REQUIRE-
MENTS FOR CERTAIN PERSONS.— 
(A) IN
GENERAL.—The Bureau shall prescribe rules 
to facilitate supervision of persons described in subsection 
(a)(1) and assessment and detection of risks to consumers. 
(B) RECORDKEEPING.—The Bureau may require a per-
son described in subsection (a)(1), to generate, provide, 
or retain records for the purposes of facilitating supervision 
of such persons and assessing and detecting risks to con-
sumers. 
(C) REQUIREMENTS
CONCERNING
OBLIGATIONS.—The 
Bureau may prescribe rules regarding a person described 
in subsection (a)(1), to ensure that such persons are legiti-
mate entities and are able to perform their obligations 
to consumers. Such requirements may include background 
checks for principals, officers, directors, or key personnel 
and bonding or other appropriate financial requirements. 
Regulations. 
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124 STAT. 1989 
PUBLIC LAW 111–203—JULY 21, 2010 
(D) CONSULTATION WITH STATE AGENCIES.—In devel-
oping and implementing requirements under this para-
graph, the Bureau shall consult with State agencies 
regarding requirements or systems (including coordinated 
or combined systems for registration), where appropriate. 
(c) ENFORCEMENT AUTHORITY.— 
(1) THE
BUREAU
TO
HAVE
ENFORCEMENT
AUTHORITY.— 
Except as provided in paragraph (3) and section 1061, with 
respect to any person described in subsection (a)(1), to the 
extent that Federal law authorizes the Bureau and another 
Federal agency to enforce Federal consumer financial law, the 
Bureau shall have exclusive authority to enforce that Federal 
consumer financial law. 
(2) REFERRAL.—Any Federal agency authorized to enforce 
a Federal consumer financial law described in paragraph (1) 
may recommend in writing to the Bureau that the Bureau 
initiate an enforcement proceeding, as the Bureau is authorized 
by that Federal law or by this title. 
(3) COORDINATION WITH THE FEDERAL TRADE COMMISSION.— 
(A) IN GENERAL.—The Bureau and the Federal Trade 
Commission shall negotiate an agreement for coordinating 
with respect to enforcement actions by each agency 
regarding the offering or provision of consumer financial 
products or services by any covered person that is described 
in subsection (a)(1), or service providers thereto. The agree-
ment shall include procedures for notice to the other 
agency, where feasible, prior to initiating a civil action 
to enforce any Federal law regarding the offering or provi-
sion of consumer financial products or services. 
(B) CIVIL ACTIONS.—Whenever a civil action has been 
filed by, or on behalf of, the Bureau or the Federal Trade 
Commission for any violation of any provision of Federal 
law described in subparagraph (A), or any regulation pre-
scribed under such provision of law— 
(i) the other agency may not, during the pendency 
of that action, institute a civil action under such provi-
sion of law against any defendant named in the com-
plaint in such pending action for any violation alleged 
in the complaint; and 
(ii) the Bureau or the Federal Trade Commission 
may intervene as a party in any such action brought 
by the other agency, and, upon intervening— 
(I) be heard on all matters arising in such 
enforcement action; and 
(II) file petitions for appeal in such actions. 
(C) AGREEMENT TERMS.—The terms of any agreement 
negotiated under subparagraph (A) may modify or super-
sede the provisions of subparagraph (B). 
(D) DEADLINE.—The agencies shall reach the agree-
ment required under subparagraph (A) not later than 6 
months after the designated transfer date. 
(d) EXCLUSIVE RULEMAKING AND EXAMINATION AUTHORITY.— 
Notwithstanding any other provision of Federal law and except 
as provided in section 1061, to the extent that Federal law author-
izes the Bureau and another Federal agency to issue regulations 
or guidance, conduct examinations, or require reports from a person 
described in subsection (a)(1) under such law for purposes of 
Contracts. 
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124 STAT. 1990 
PUBLIC LAW 111–203—JULY 21, 2010 
assuring compliance with Federal consumer financial law and any 
regulations thereunder, the Bureau shall have the exclusive 
authority to prescribe rules, issue guidance, conduct examinations, 
require reports, or issue exemptions with regard to a person 
described in subsection (a)(1), subject to those provisions of law. 
(e) SERVICE
PROVIDERS.—A service provider to a person 
described in subsection (a)(1) shall be subject to the authority 
of the Bureau under this section, to the same extent as if such 
service provider were engaged in a service relationship with a 
bank, and the Bureau were an appropriate Federal banking agency 
under section 7(c) of the Bank Service Company Act (12 U.S.C. 
1867(c)). In conducting any examination or requiring any report 
from a service provider subject to this subsection, the Bureau shall 
coordinate with the appropriate prudential regulator, as applicable. 
(f) 
PRESERVATION
OF
FARM
CREDIT
ADMINISTRATION 
AUTHORITY.—No provision of this title may be construed as modi-
fying, limiting, or otherwise affecting the authority of the Farm 
Credit Administration. 
SEC. 1025. SUPERVISION OF VERY LARGE BANKS, SAVINGS ASSOCIA-
TIONS, AND CREDIT UNIONS. 
(a) SCOPE OF COVERAGE.—This section shall apply to any cov-
ered person that is— 
(1) an insured depository institution with total assets of 
more than $10,000,000,000 and any affiliate thereof; or 
(2) an insured credit union with total assets of more than 
$10,000,000,000 and any affiliate thereof. 
(b) SUPERVISION.— 
(1) IN
GENERAL.—The Bureau shall have exclusive 
authority to require reports and conduct examinations on a 
periodic basis of persons described in subsection (a) for purposes 
of— 
(A) assessing compliance with the requirements of Fed-
eral consumer financial laws; 
(B) obtaining information about the activities subject 
to such laws and the associated compliance systems or 
procedures of such persons; and 
(C) detecting and assessing associated risks to con-
sumers and to markets for consumer financial products 
and services. 
(2) COORDINATION.—To minimize regulatory burden, the 
Bureau shall coordinate its supervisory activities with the 
supervisory activities conducted by prudential regulators and 
the State bank regulatory authorities, including consultation 
regarding their respective schedules for examining such persons 
described in subsection (a) and requirements regarding reports 
to be submitted by such persons. 
(3) USE OF EXISTING REPORTS.—The Bureau shall, to the 
fullest extent possible, use— 
(A) reports pertaining to a person described in sub-
section (a) that have been provided or required to have 
been provided to a Federal or State agency; and 
(B) information that has been reported publicly. 
(4) PRESERVATION
OF
AUTHORITY.—Nothing in this title 
may be construed as limiting the authority of the Director 
to require reports from a person described in subsection (a), 
as permitted under paragraph (1), regarding information owned 
Examinations. 
Reports. 
Applicability. 
12 USC 5515. 
Coordination. 
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124 STAT. 1991 
PUBLIC LAW 111–203—JULY 21, 2010 
or under the control of such person, regardless of whether 
such information is maintained, stored, or processed by another 
person. 
(5) REPORTS OF TAX LAW NONCOMPLIANCE.—The Bureau 
shall provide the Commissioner of Internal Revenue with any 
report of examination or related information identifying possible 
tax law noncompliance. 
(c) PRIMARY ENFORCEMENT AUTHORITY.— 
(1) 
THE
BUREAU
TO
HAVE
PRIMARY
ENFORCEMENT 
AUTHORITY.—To the extent that the Bureau and another Fed-
eral agency are authorized to enforce a Federal consumer finan-
cial law, the Bureau shall have primary authority to enforce 
that Federal consumer financial law with respect to any person 
described in subsection (a). 
(2) REFERRAL.—Any Federal agency, other than the Federal 
Trade Commission, that is authorized to enforce a Federal 
consumer financial law may recommend, in writing, to the 
Bureau that the Bureau initiate an enforcement proceeding 
with respect to a person described in subsection (a), as the 
Bureau is authorized to do by that Federal consumer financial 
law. 
(3) BACKUP ENFORCEMENT AUTHORITY OF OTHER FEDERAL 
AGENCY.—If the Bureau does not, before the end of the 120- 
day period beginning on the date on which the Bureau receives 
a recommendation under paragraph (2), initiate an enforcement 
proceeding, the other agency referred to in paragraph (2) may 
initiate an enforcement proceeding, including performing follow 
up supervisory and support functions incidental thereto, to 
assure compliance with such proceeding. 
(d) SERVICE
PROVIDERS.—A service provider to a person 
described in subsection (a) shall be subject to the authority of 
the Bureau under this section, to the same extent as if the Bureau 
were an appropriate Federal banking agency under section 7(c) 
of the Bank Service Company Act 12 U.S.C. 1867(c). In conducting 
any examination or requiring any report from a service provider 
subject to this subsection, the Bureau shall coordinate with the 
appropriate prudential regulator. 
(e) SIMULTANEOUS AND COORDINATED SUPERVISORY ACTION.— 
(1) EXAMINATIONS.—A prudential regulator and the Bureau 
shall, with respect to each insured depository institution, 
insured credit union, or other covered person described in sub-
section (a) that is supervised by the prudential regulator and 
the Bureau, respectively— 
(A) coordinate the scheduling of examinations of the 
insured depository institution, insured credit union, or 
other covered person described in subsection (a); 
(B) conduct simultaneous examinations of each insured 
depository institution or insured credit union, unless such 
institution requests examinations to be conducted sepa-
rately; 
(C) 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 comment on the draft 
report before such report is made final; and 
Reports. 
Deadline. 
Coordination. 
Deadline. 
Time period. 
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124 STAT. 1992 
PUBLIC LAW 111–203—JULY 21, 2010 
(D) prior to issuing a final report of examination or 
taking supervisory action, take into consideration concerns, 
if any, raised in the comments made by the other agency. 
(2) COORDINATION
WITH
STATE
BANK
SUPERVISORS.—The 
Bureau shall pursue arrangements and agreements with State 
bank supervisors to coordinate examinations, consistent with 
paragraph (1). 
(3) AVOIDANCE OF CONFLICT IN SUPERVISION.— 
(A) REQUEST.—If the proposed supervisory determina-
tions of the Bureau and a prudential regulator (in this 
section referred to collectively as the ‘‘agencies’’) are con-
flicting, an insured depository institution, insured credit 
union, or other covered person described in subsection (a) 
may request the agencies to coordinate and present a joint 
statement of coordinated supervisory action. 
(B) JOINT STATEMENT.—The agencies shall provide a 
joint statement under subparagraph (A), not later than 
30 days after the date of receipt of the request of the 
insured depository institution, credit union, or covered per-
son described in subsection (a). 
(4) APPEALS TO GOVERNING PANEL.— 
(A) IN GENERAL.—If the agencies do not resolve the 
conflict or issue a joint statement required by subparagraph 
(B), or if either of the agencies takes or attempts to take 
any supervisory action relating to the request for the joint 
statement without the consent of the other agency, an 
insured depository institution, insured credit union, or 
other covered person described in subsection (a) may 
institute an appeal to a governing panel, as provided in 
this subsection, not later than 30 days after the expiration 
of the period during which a joint statement is required 
to be filed under paragraph (3)(B). 
(B) COMPOSITION
OF
GOVERNING
PANEL.—The gov-
erning panel for an appeal under this paragraph shall 
be composed of— 
(i) a representative from the Bureau and a rep-
resentative of the prudential regulator, both of whom— 
(I) have not participated in the material super-
visory determinations under appeal; and 
(II) do not directly or indirectly report to the 
person who participated materially in the super-
visory determinations under appeal; and 
(ii) one individual representative, to be determined 
on a rotating basis, from among the Board of Gov-
ernors, the Corporation, the National Credit Union 
Administration, and the Office of the Comptroller of 
the Currency, other than any agency involved in the 
subject dispute. 
(C) CONDUCT
OF
APPEAL.—In an appeal under this 
paragraph— 
(i) the insured depository institution, insured 
credit union, or other covered person described in sub-
section (a)— 
(I) shall include in its appeal all the facts 
and legal arguments pertaining to the matter; and 
Establishment. 
Deadline. 
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124 STAT. 1993 
PUBLIC LAW 111–203—JULY 21, 2010 
(II) may, through counsel, employees, or rep-
resentatives, appear before the governing panel 
in person or by telephone; and 
(ii) the governing panel— 
(I) may request the insured depository institu-
tion, insured credit union, or other covered person 
described in subsection (a), the Bureau, or the 
prudential regulator to produce additional informa-
tion relevant to the appeal; and 
(II) by a majority vote of its members, shall 
provide a final determination, in writing, not later 
than 30 days after the date of filing of an 
informationally complete appeal, or such longer 
period as the panel and the insured depository 
institution, insured credit union, or other covered 
person described in subsection (a) may jointly 
agree. 
(D) PUBLIC AVAILABILITY OF DETERMINATIONS.—A gov-
erning panel shall publish all information contained in 
a determination by the governing panel, with appropriate 
redactions of information that would be subject to an 
exemption from disclosure under section 552 of title 5, 
United States Code. 
(E) PROHIBITION AGAINST RETALIATION.—The Bureau 
and the prudential regulators shall prescribe rules to pro-
vide safeguards from retaliation against the insured deposi-
tory institution, insured credit union, or other covered per-
son described in subsection (a) instituting an appeal under 
this paragraph, as well as their officers and employees. 
(F) LIMITATION.—The process provided in this para-
graph shall not apply to a determination by a prudential 
regulator to appoint a conservator or receiver for an insured 
depository institution or a liquidating agent for an insured 
credit union, as the case may be, or a decision to take 
action pursuant to section 38 of the Federal Deposit Insur-
ance Act (12 U.S.C. 1831o) or section 212 of the Federal 
Credit Union Act (112 U.S.C. 1790a), as applicable. 
(G) EFFECT
ON
OTHER
AUTHORITY.—Nothing in this 
section shall modify or limit the authority of the Bureau 
to interpret, or take enforcement action under, any Federal 
consumer financial law, or the authority of a prudential 
regulator to interpret or take enforcement action under 
any other provision of Federal law for safety and soundness 
purposes. 
SEC. 1026. OTHER BANKS, SAVINGS ASSOCIATIONS, AND CREDIT 
UNIONS. 
(a) SCOPE OF COVERAGE.—This section shall apply to any cov-
ered person that is— 
(1) an insured depository institution with total assets of 
$10,000,000,000 or less; or 
(2) 
an 
insured 
credit 
union 
with 
total 
assets 
of 
$10,000,000,000 or less. 
(b) REPORTS.—The Director may require reports from a person 
described in subsection (a), as necessary to support the role of 
the Bureau in implementing Federal consumer financial law, to 
Applicability. 
12 USC 5516. 
Regulations. 
Publication. 
Determination. 
Deadline. 
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124 STAT. 1994 
PUBLIC LAW 111–203—JULY 21, 2010 
support its examination activities under subsection (c), and to assess 
and detect risks to consumers and consumer financial markets. 
(1) USE OF EXISTING REPORTS.—The Bureau shall, to the 
fullest extent possible, use— 
(A) reports pertaining to a person described in sub-
section (a) that have been provided or required to have 
been provided to a Federal or State agency; and 
(B) information that has been reported publicly. 
(2) PRESERVATION
OF
AUTHORITY.—Nothing in this sub-
section may be construed as limiting the authority of the 
Director from requiring from a person described in subsection 
(a), as permitted under paragraph (1), information owned or 
under the control of such person, regardless of whether such 
information is maintained, stored, or processed by another per-
son. 
(3) REPORTS OF TAX LAW NONCOMPLIANCE.—The Bureau 
shall provide the Commissioner of Internal Revenue with any 
report of examination or related information identifying possible 
tax law noncompliance. 
(c) EXAMINATIONS.— 
(1) IN GENERAL.—The Bureau may, at its discretion, include 
examiners on a sampling basis of the examinations performed 
by the prudential regulator to assess compliance with the 
requirements of Federal consumer financial law of persons 
described in subsection (a). 
(2) AGENCY
COORDINATION.—The prudential regulator 
shall— 
(A) provide all reports, records, and documentation 
related to the examination process for any institution 
included in the sample referred to in paragraph (1) to 
the Bureau on a timely and continual basis; 
(B) involve such Bureau examiner in the entire exam-
ination process for such person; and 
(C) consider input of the Bureau concerning the scope 
of an examination, conduct of the examination, the contents 
of the examination report, the designation of matters 
requiring attention, and examination ratings. 
(d) ENFORCEMENT.— 
(1) IN GENERAL.—Except for requiring reports under sub-
section (b), the prudential regulator is authorized to enforce 
the requirements of Federal consumer financial laws and, with 
respect to a covered person described in subsection (a), shall 
have exclusive authority (relative to the Bureau) to enforce 
such laws . 
(2) COORDINATION WITH PRUDENTIAL REGULATOR.— 
(A) REFERRAL.—When the Bureau has reason to believe 
that a person described in subsection (a) has engaged in 
a material violation of a Federal consumer financial law, 
the Bureau shall notify the prudential regulator in writing 
and recommend appropriate action to respond. 
(B) RESPONSE.—Upon receiving a recommendation 
under subparagraph (A), the prudential regulator shall pro-
vide a written response to the Bureau not later than 60 
days thereafter. 
(e) SERVICE PROVIDERS.—A service provider to a substantial 
number of persons described in subsection (a) shall be subject 
to the authority of the Bureau under section 1025 to the same 
Deadline. 
Notification. 
Recommenda- 
tion. 
Reports. 
Records. 
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124 STAT. 1995 
PUBLIC LAW 111–203—JULY 21, 2010 
extent as if the Bureau were an appropriate Federal bank agency 
under section 7(c) of the Bank Service Company Act (12 U.S.C. 
1867(c)). When conducting any examination or requiring any report 
from a service provider subject to this subsection, the Bureau shall 
coordinate with the appropriate prudential regulator. 
SEC. 1027. LIMITATIONS ON AUTHORITIES OF THE BUREAU; PRESERVA-
TION OF AUTHORITIES. 
(a) EXCLUSION
FOR
MERCHANTS, RETAILERS, 
AND
OTHER 
SELLERS OF NONFINANCIAL GOODS OR SERVICES.— 
(1) SALE
OR
BROKERAGE
OF
NONFINANCIAL
GOOD
OR 
SERVICE.—The Bureau may not exercise any rulemaking, super-
visory, enforcement or other authority under this title with 
respect to a person who is a merchant, retailer, or seller of 
any nonfinancial good or service and is engaged in the sale 
or brokerage of such nonfinancial good or service, except to 
the extent that such person is engaged in offering or providing 
any consumer financial product or service, or is otherwise sub-
ject to any enumerated consumer law or any law for which 
authorities are transferred under subtitle F or H. 
(2) OFFERING OR PROVISION OF CERTAIN CONSUMER FINAN-
CIAL PRODUCTS OR SERVICES IN CONNECTION WITH THE SALE 
OR BROKERAGE OF NONFINANCIAL GOOD OR SERVICE.— 
(A) IN GENERAL.—Except as provided in subparagraph 
(B), and subject to subparagraph (C), the Bureau may 
not exercise any rulemaking, supervisory, enforcement, or 
other authority under this title with respect to a merchant, 
retailer, or seller of nonfinancial goods or services, but 
only to the extent that such person— 
(i) extends credit directly to a consumer, in a case 
in which the good or service being provided is not 
itself a consumer financial product or service (other 
than credit described in this subparagraph), exclusively 
for the purpose of enabling that consumer to purchase 
such nonfinancial good or service directly from the 
merchant, retailer, or seller; 
(ii) directly, or through an agreement with another 
person, collects debt arising from credit extended as 
described in clause (i); or 
(iii) sells or conveys debt described in clause (i) 
that is delinquent or otherwise in default. 
(B) APPLICABILITY.—Subparagraph (A) does not apply 
to any credit transaction or collection of debt, other than 
as described in subparagraph (C)(i), arising from a trans-
action described in subparagraph (A)— 
(i) in which the merchant, retailer, or seller of 
nonfinancial goods or services assigns, sells or other-
wise conveys to another person such debt owed by 
the consumer (except for a sale of debt that is delin-
quent or otherwise in default, as described in subpara-
graph (A)(iii)); 
(ii) in which the credit extended significantly 
exceeds the market value of the nonfinancial good or 
service provided, or the Bureau otherwise finds that 
the sale of the nonfinancial good or service is done 
as a subterfuge, so as to evade or circumvent the 
provisions of this title; or 
12 USC 5517. 
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124 STAT. 1996 
PUBLIC LAW 111–203—JULY 21, 2010 
(iii) in which the merchant, retailer, or seller of 
nonfinancial goods or services regularly extends credit 
and the credit is subject to a finance charge. 
(C) LIMITATIONS.— 
(i) IN
GENERAL.—Notwithstanding subparagraph 
(B), subparagraph (A) shall apply with respect to a 
merchant, retailer, or seller of nonfinancial goods or 
services that is not engaged significantly in offering 
or providing consumer financial products or services. 
(ii) EXCEPTION.—Subparagraph (A) and clause (i) 
of this subparagraph do not apply to any merchant, 
retailer, or seller of nonfinancial goods or services— 
(I) if such merchant, retailer, or seller of non-
financial goods or services is engaged in a trans-
action described in subparagraph (B)(i) or (B)(ii); 
or 
(II) to the extent that such merchant, retailer, 
or seller is subject to any enumerated consumer 
law or any law for which authorities are trans-
ferred under subtitle F or H, but the Bureau may 
exercise such authority only with respect to that 
law. 
(D) RULES.— 
(i) AUTHORITY OF OTHER AGENCIES.—No provision 
of this title shall be construed as modifying, limiting, 
or 
superseding 
the 
supervisory 
or 
enforcement 
authority of the Federal Trade Commission or any 
other agency (other than the Bureau) with respect 
to credit extended, or the collection of debt arising 
from such extension, directly by a merchant or retailer 
to a consumer exclusively for the purpose of enabling 
that consumer to purchase nonfinancial goods or serv-
ices directly from the merchant or retailer. 
(ii) SMALL BUSINESSES.—A merchant, retailer, or 
seller of nonfinancial goods or services that would 
otherwise be subject to the authority of the Bureau 
solely by virtue of the application of subparagraph 
(B)(iii) shall be deemed not to be engaged significantly 
in offering or providing consumer financial products 
or services under subparagraph (C)(i), if such person— 
(I) only extends credit for the sale of non-
financial goods or services, as described in 
subparagraph (A)(i); 
(II) retains such credit on its own accounts 
(except to sell or convey such debt that is delin-
quent or otherwise in default); and 
(III) meets the relevant industry size threshold 
to be a small business concern, based on annual 
receipts, pursuant to section 3 of the Small Busi-
ness Act (15 U.S.C. 632) and the implementing 
rules thereunder. 
(iii) INITIAL YEAR.—A merchant, retailer, or seller 
of nonfinancial goods or services shall be deemed to 
meet the relevant industry size threshold described 
in clause (ii)(III) during the first year of operations 
of that business concern if, during that year, the 
Applicability. 
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124 STAT. 1997 
PUBLIC LAW 111–203—JULY 21, 2010 
receipts of that business concern reasonably are 
expected to meet that size threshold. 
(iv) OTHER STANDARDS FOR SMALL BUSINESS.—With 
respect to a merchant, retailer, or seller of nonfinancial 
goods or services that is a classified on a basis other 
than annual receipts for the purposes of section 3 
of the Small Business Act (15 U.S.C. 632) and the 
implementing 
rules 
thereunder, 
such 
merchant, 
retailer, or seller shall be deemed to meet the relevant 
industry size threshold described in clause (ii)(III) if 
such merchant, retailer, or seller meets the relevant 
industry size threshold to be a small business concern 
based on the number of employees, or other such 
applicable measure, established under that Act. 
(E) EXCEPTION
FROM
STATE
ENFORCEMENT.—To the 
extent that the Bureau may not exercise authority under 
this subsection with respect to a merchant, retailer, or 
seller of nonfinancial goods or services, no action by a 
State attorney general or State regulator with respect to 
a claim made under this title may be brought under sub-
section 1042(a), with respect to an activity described in 
any of clauses (i) through (iii) of subparagraph (A) by 
such merchant, retailer, or seller of nonfinancial goods 
or services. 
(b) EXCLUSION FOR REAL ESTATE BROKERAGE ACTIVITIES.— 
(1) REAL ESTATE BROKERAGE ACTIVITIES EXCLUDED.—With-
out limiting subsection (a), and except as permitted in para-
graph (2), the Bureau may not exercise any rulemaking, super-
visory, enforcement, or other authority under this title with 
respect to a person that is licensed or registered as a real 
estate broker or real estate agent, in accordance with State 
law, to the extent that such person— 
(A) acts as a real estate agent or broker for a buyer, 
seller, lessor, or lessee of real property; 
(B) brings together parties interested in the sale, pur-
chase, lease, rental, or exchange of real property; 
(C) negotiates, on behalf of any party, any portion 
of a contract relating to the sale, purchase, lease, rental, 
or exchange of real property (other than in connection 
with the provision of financing with respect to any such 
transaction); or 
(D) offers to engage in any activity, or act in any 
capacity, described in subparagraph (A), (B), or (C). 
(2) DESCRIPTION OF ACTIVITIES.—The Bureau may exercise 
rulemaking, supervisory, enforcement, or other authority under 
this title with respect to a person described in paragraph (1) 
when such person is— 
(A) engaged in an activity of offering or providing 
any consumer financial product or service, except that the 
Bureau may exercise such authority only with respect to 
that activity; or 
(B) otherwise subject to any enumerated consumer law 
or any law for which authorities are transferred under 
subtitle F or H, but the Bureau may exercise such authority 
only with respect to that law. 
(c) EXCLUSION FOR MANUFACTURED HOME RETAILERS AND MOD-
ULAR HOME RETAILERS.— 
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124 STAT. 1998 
PUBLIC LAW 111–203—JULY 21, 2010 
(1) IN GENERAL.—The Director may not exercise any rule-
making, supervisory, enforcement, or other authority over a 
person to the extent that— 
(A) such person is not described in paragraph (2); 
and 
(B) such person— 
(i) acts as an agent or broker for a buyer or seller 
of a manufactured home or a modular home; 
(ii) facilitates the purchase by a consumer of a 
manufactured home or modular home, by negotiating 
the purchase price or terms of the sales contract (other 
than providing financing with respect to such trans-
action); or 
(iii) offers to engage in any activity described in 
clause (i) or (ii). 
(2) DESCRIPTION OF ACTIVITIES.—A person is described in 
this paragraph to the extent that such person is engaged in 
the offering or provision of any consumer financial product 
or service or is otherwise subject to any enumerated consumer 
law or any law for which authorities are transferred under 
subtitle F or H. 
(3) DEFINITIONS.—For purposes of this subsection, the fol-
lowing definitions shall apply: 
(A) MANUFACTURED HOME.—The term ‘‘manufactured 
home’’ has the same meaning as in section 603 of the 
National Manufactured Housing Construction and Safety 
Standards Act of 1974 (42 U.S.C. 5402). 
(B) MODULAR HOME.—The term ‘‘modular home’’ means 
a house built in a factory in 2 or more modules that 
meet the State or local building codes where the house 
will be located, and where such modules are transported 
to the building site, installed on foundations, and com-
pleted. 
(d) EXCLUSION FOR ACCOUNTANTS AND TAX PREPARERS.— 
(1) IN GENERAL.—Except as permitted in paragraph (2), 
the Bureau may not exercise any rulemaking, supervisory, 
enforcement, or other authority over— 
(A) any person that is a certified public accountant, 
permitted to practice as a certified public accounting firm, 
or certified or licensed for such purpose by a State, or 
any individual who is employed by or holds an ownership 
interest with respect to a person described in this subpara-
graph, when such person is performing or offering to per-
form— 
(i) customary and usual accounting activities, 
including the provision of accounting, tax, advisory, 
or other services that are subject to the regulatory 
authority of a State board of accountancy or a Federal 
authority; or 
(ii) other services that are incidental to such cus-
tomary and usual accounting activities, to the extent 
that such incidental services are not offered or pro-
vided— 
(I) by the person separate and apart from such 
customary and usual accounting activities; or 
(II) to consumers who are not receiving such 
customary and usual accounting activities; or 
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124 STAT. 1999 
PUBLIC LAW 111–203—JULY 21, 2010 
(B) any person, other than a person described in 
subparagraph (A) that performs income tax preparation 
activities for consumers. 
(2) DESCRIPTION OF ACTIVITIES.— 
(A) IN
GENERAL.—Paragraph (1) shall not apply to 
any person described in paragraph (1)(A) or (1)(B) to the 
extent that such person is engaged in any activity which 
is not a customary and usual accounting activity described 
in paragraph (1)(A) or incidental thereto but which is the 
offering or provision of any consumer financial product 
or service, except to the extent that a person described 
in paragraph (1)(A) is engaged in an activity which is 
a customary and usual accounting activity described in 
paragraph (1)(A), or incidental thereto. 
(B) NOT
A
CUSTOMARY
AND
USUAL
ACCOUNTING 
ACTIVITY.—For purposes of this subsection, extending or 
brokering credit is not a customary and usual accounting 
activity, or incidental thereto. 
(C) RULE OF CONSTRUCTION.—For purposes of subpara-
graphs (A) and (B), a person described in paragraph (1)(A) 
shall not be deemed to be extending credit, if such person 
is only extending credit directly to a consumer, exclusively 
for the purpose of enabling such consumer to purchase 
services described in clause (i) or (ii) of paragraph (1)(A) 
directly from such person, and such credit is— 
(i) not subject to a finance charge; and 
(ii) not payable by written agreement in more than 
4 installments. 
(D) OTHER LIMITATIONS.—Paragraph (1) does not apply 
to any person described in paragraph (1)(A) or (1)(B) that 
is otherwise subject to any enumerated consumer law or 
any law for which authorities are transferred under subtitle 
F or H. 
(e) EXCLUSION FOR PRACTICE OF LAW.— 
(1) IN GENERAL.—Except as provided under paragraph (2), 
the Bureau may not exercise any supervisory or enforcement 
authority with respect to an activity engaged in by an attorney 
as part of the practice of law under the laws of a State in 
which the attorney is licensed to practice law. 
(2) RULE OF CONSTRUCTION.—Paragraph (1) shall not be 
construed so as to limit the exercise by the Bureau of any 
supervisory, enforcement, or other authority regarding the 
offering or provision of a consumer financial product or service 
described in any subparagraph of section 1002(5)— 
(A) that is not offered or provided as part of, or inci-
dental to, the practice of law, occurring exclusively within 
the scope of the attorney-client relationship; or 
(B) that is otherwise offered or provided by the attorney 
in question with respect to any consumer who is not 
receiving legal advice or services from the attorney in 
connection with such financial product or service. 
(3) EXISTING AUTHORITY.—Paragraph (1) shall not be con-
strued so as to limit the authority of the Bureau with respect 
to any attorney, to the extent that such attorney is otherwise 
subject to any of the enumerated consumer laws or the authori-
ties transferred under subtitle F or H. 
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124 STAT. 2000 
PUBLIC LAW 111–203—JULY 21, 2010 
(f) EXCLUSION FOR PERSONS REGULATED BY A STATE INSURANCE 
REGULATOR.— 
(1) IN GENERAL.—No provision of this title shall be con-
strued as altering, amending, or affecting the authority of any 
State insurance regulator to adopt rules, initiate enforcement 
proceedings, or take any other action with respect to a person 
regulated by a State insurance regulator. Except as provided 
in paragraph (2), the Bureau shall have no authority to exercise 
any power to enforce this title with respect to a person regulated 
by a State insurance regulator. 
(2) DESCRIPTION OF ACTIVITIES.—Paragraph (1) does not 
apply to any person described in such paragraph to the extent 
that such person is engaged in the offering or provision of 
any consumer financial product or service or is otherwise sub-
ject to any enumerated consumer law or any law for which 
authorities are transferred under subtitle F or H. 
(3) STATE
INSURANCE
AUTHORITY
UNDER
GRAMM-LEACH- 
BLILEY.—Notwithstanding paragraph (2), the Bureau shall not 
exercise any authorities that are granted a State insurance 
authority under section 505(a)(6) of the Gramm-Leach-Bliley 
Act with respect to a person regulated by a State insurance 
authority. 
(g) EXCLUSION
FOR EMPLOYEE BENEFIT
AND COMPENSATION 
PLANS AND CERTAIN OTHER ARRANGEMENTS UNDER THE INTERNAL 
REVENUE CODE OF 1986.— 
(1) PRESERVATION
OF
AUTHORITY
OF
OTHER
AGENCIES.— 
No provision of this title shall be construed as altering, 
amending, or affecting the authority of the Secretary of the 
Treasury, the Secretary of Labor, or the Commissioner of 
Internal Revenue to adopt regulations, initiate enforcement 
proceedings, or take any actions with respect to any specified 
plan or arrangement. 
(2) ACTIVITIES NOT CONSTITUTING THE OFFERING OR PROVI-
SION OF ANY CONSUMER FINANCIAL PRODUCT OR SERVICE.—For 
purposes of this title, a person shall not be treated as having 
engaged in the offering or provision of any consumer financial 
product or service solely because such person is— 
(A) a specified plan or arrangement; 
(B) engaged in the activity of establishing or 
maintaining, for the benefit of employees of such person 
(or for members of an employee organization), any specified 
plan or arrangement; or 
(C) engaged in the activity of establishing or 
maintaining a qualified tuition program under section 
529(b)(1) of the Internal Revenue Code of 1986 offered 
by a State or other prepaid tuition program offered by 
a State. 
(3) LIMITATION ON BUREAU AUTHORITY.— 
(A) IN GENERAL.—Except as provided under subpara-
graphs (B) and (C), the Bureau may not exercise any rule-
making or enforcement authority with respect to products 
or services that relate to any specified plan or arrangement. 
(B) BUREAU ACTION PURSUANT TO AGENCY REQUEST.— 
(i) AGENCY REQUEST.—The Secretary and the Sec-
retary of Labor may jointly issue a written request 
to the Bureau regarding implementation of appropriate 
consumer protection standards under this title with 
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124 STAT. 2001 
PUBLIC LAW 111–203—JULY 21, 2010 
respect to the provision of services relating to any 
specified plan or arrangement. 
(ii) AGENCY RESPONSE.—In response to a request 
by the Bureau, the Secretary and the Secretary of 
Labor shall jointly issue a written response, not later 
than 90 days after receipt of such request, to grant 
or deny the request of the Bureau regarding 
implementation of appropriate consumer protection 
standards under this title with respect to the provision 
of services relating to any specified plan or arrange-
ment. 
(iii) SCOPE
OF
BUREAU
ACTION.—Subject to a 
request or response pursuant to clause (i) or clause 
(ii) by the agencies made under this subparagraph, 
the Bureau may exercise rulemaking authority, and 
may act to enforce a rule prescribed pursuant to such 
request or response, in accordance with the provisions 
of this title. A request or response made by the Sec-
retary and the Secretary of Labor under this subpara-
graph shall describe the basis for, and scope of, appro-
priate consumer protection standards to be imple-
mented under this title with respect to the provision 
of services relating to any specified plan or arrange-
ment. 
(C) DESCRIPTION OF PRODUCTS OR SERVICES.—To the 
extent that a person engaged in providing products or 
services relating to any specified plan or arrangement is 
subject to any enumerated consumer law or any law for 
which authorities are transferred under subtitle F or H, 
subparagraph (A) shall not apply with respect to that law. 
(4) SPECIFIED
PLAN
OR
ARRANGEMENT.—For purposes of 
this subsection, the term ‘‘specified plan or arrangement’’ means 
any plan, account, or arrangement described in section 220, 
223, 401(a), 403(a), 403(b), 408, 408A, 529, or 530 of the Internal 
Revenue Code of 1986, or any employee benefit or compensation 
plan or arrangement, including a plan that is subject to title 
I of the Employee Retirement Income Security Act of 1974, 
or any prepaid tuition program offered by a State. 
(h) PERSONS REGULATED BY A STATE SECURITIES COMMISSION.— 
(1) IN GENERAL.—No provision of this title shall be con-
strued as altering, amending, or affecting the authority of any 
securities commission (or any agency or office performing like 
functions) of any State to adopt rules, initiate enforcement 
proceedings, or take any other action with respect to a person 
regulated by any securities commission (or any agency or office 
performing like functions) of any State. Except as permitted 
in paragraph (2) and subsection (f), the Bureau shall have 
no authority to exercise any power to enforce this title with 
respect to a person regulated by any securities commission 
(or any agency or office performing like functions) of any State, 
but only to the extent that the person acts in such regulated 
capacity. 
(2) DESCRIPTION OF ACTIVITIES.—Paragraph (1) shall not 
apply to any person to the extent such person is engaged 
in the offering or provision of any consumer financial product 
or service, or is otherwise subject to any enumerated consumer 
Definition. 
Deadline. 
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124 STAT. 2002 
PUBLIC LAW 111–203—JULY 21, 2010 
law or any law for which authorities are transferred under 
subtitle F or H. 
(i) EXCLUSION FOR PERSONS REGULATED BY THE COMMISSION.— 
(1) IN GENERAL.—No provision of this title may be con-
strued as altering, amending, or affecting the authority of the 
Commission to adopt rules, initiate enforcement proceedings, 
or take any other action with respect to a person regulated 
by the Commission. The Bureau shall have no authority to 
exercise any power to enforce this title with respect to a person 
regulated by the Commission. 
(2) CONSULTATION
AND
COORDINATION.—Notwithstanding 
paragraph (1), the Commission shall consult and coordinate, 
where feasible, with the Bureau with respect to any rule 
(including any advance notice of proposed rulemaking) 
regarding an investment product or service that is the same 
type of product as, or that competes directly with, a consumer 
financial product or service that is subject to the jurisdiction 
of the Bureau under this title or under any other law. In 
carrying out this paragraph, the agencies shall negotiate an 
agreement to establish procedures for such coordination, 
including procedures for providing advance notice to the Bureau 
when the Commission is initiating a rulemaking. 
(j) EXCLUSION FOR PERSONS REGULATED BY THE COMMODITY 
FUTURES TRADING COMMISSION.— 
(1) IN GENERAL.—No provision of this title shall be con-
strued as altering, amending, or affecting the authority of the 
Commodity Futures Trading Commission to adopt rules, initiate 
enforcement proceedings, or take any other action with respect 
to a person regulated by the Commodity Futures Trading 
Commission. The Bureau shall have no authority to exercise 
any power to enforce this title with respect to a person regulated 
by the Commodity Futures Trading Commission. 
(2) CONSULTATION
AND
COORDINATION.—Notwithstanding 
paragraph (1), the Commodity Futures Trading Commission 
shall consult and coordinate with the Bureau with respect 
to any rule (including any advance notice of proposed rule-
making) regarding a product or service that is the same type 
of product as, or that competes directly with, a consumer finan-
cial product or service that is subject to the jurisdiction of 
the Bureau under this title or under any other law. 
(k) EXCLUSION FOR PERSONS REGULATED BY THE FARM CREDIT 
ADMINISTRATION.— 
(1) IN GENERAL.—No provision of this title shall be con-
strued as altering, amending, or affecting the authority of the 
Farm Credit Administration to adopt rules, initiate enforcement 
proceedings, or take any other action with respect to a person 
regulated by the Farm Credit Administration. The Bureau shall 
have no authority to exercise any power to enforce this title 
with respect to a person regulated by the Farm Credit Adminis-
tration. 
(2) DEFINITION.—For purposes of this subsection, the term 
‘‘person regulated by the Farm Credit Administration’’ means 
any Farm Credit System institution that is chartered and sub-
ject to the provisions of the Farm Credit Act of 1971 (12 
U.S.C. 2001 et seq.). 
(l) EXCLUSION FOR ACTIVITIES RELATING TO CHARITABLE CON-
TRIBUTIONS.— 
Contracts. 
Procedures. 
Notification. 
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124 STAT. 2003 
PUBLIC LAW 111–203—JULY 21, 2010 
(1) IN GENERAL.—The Director and the Bureau may not 
exercise any rulemaking, supervisory, enforcement, or other 
authority, including authority to order penalties, over any 
activities related to the solicitation or making of voluntary 
contributions to a tax-exempt organization as recognized by 
the Internal Revenue Service, by any agent, volunteer, or rep-
resentative of such organizations to the extent the organization, 
agent, volunteer, or representative thereof is soliciting or pro-
viding advice, information, education, or instruction to any 
donor or potential donor relating to a contribution to the 
organization. 
(2) LIMITATION.—The exclusion in paragraph (1) does not 
apply to other activities not described in paragraph (1) that 
are the offering or provision of any consumer financial product 
or service, or are otherwise subject to any enumerated consumer 
law or any law for which authorities are transferred under 
subtitle F or H. 
(m) INSURANCE.—The Bureau may not define as a financial 
product or service, by regulation or otherwise, engaging in the 
business of insurance. 
(n) LIMITED AUTHORITY OF THE BUREAU.—Notwithstanding sub-
sections (a) through (h) and (l), a person subject to or described 
in one or more of such provisions— 
(1) may be a service provider; and 
(2) may be subject to requests from, or requirements 
imposed by, the Bureau regarding information in order to carry 
out the responsibilities and functions of the Bureau and in 
accordance with section 1022, 1052, or 1053. 
(o) NO AUTHORITY TO IMPOSE USURY LIMIT.—No provision of 
this title shall be construed as conferring authority on the Bureau 
to establish a usury limit applicable to an extension of credit offered 
or made by a covered person to a consumer, unless explicitly author-
ized by law. 
(p) ATTORNEY GENERAL.—No provision of this title, including 
section 1024(c)(1), shall affect the authorities of the Attorney Gen-
eral under otherwise applicable provisions of law. 
(q) SECRETARY OF THE TREASURY.—No provision of this title 
shall affect the authorities of the Secretary, including with respect 
to prescribing rules, initiating enforcement proceedings, or taking 
other actions with respect to a person that performs income tax 
preparation activities for consumers. 
(r) DEPOSIT INSURANCE AND SHARE INSURANCE.—Nothing in 
this title shall affect the authority of the Corporation under the 
Federal Deposit Insurance Act or the National Credit Union 
Administration Board under the Federal Credit Union Act as to 
matters related to deposit insurance and share insurance, respec-
tively. 
(s) FAIR HOUSING ACT.—No provision of this title shall be 
construed as affecting any authority arising under the Fair Housing 
Act. 
SEC. 1028. AUTHORITY TO RESTRICT MANDATORY PRE-DISPUTE 
ARBITRATION. 
(a) STUDY AND REPORT.—The Bureau shall conduct a study 
of, and shall provide a report to Congress concerning, the use 
of agreements providing for arbitration of any future dispute 
12 USC 5518. 
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124 STAT. 2004 
PUBLIC LAW 111–203—JULY 21, 2010 
between covered persons and consumers in connection with the 
offering or providing of consumer financial products or services. 
(b) FURTHER AUTHORITY.—The Bureau, by regulation, may pro-
hibit or impose conditions or limitations on the use of an agreement 
between a covered person and a consumer for a consumer financial 
product or service providing for arbitration of any future dispute 
between the parties, if the Bureau finds that such a prohibition 
or imposition of conditions or limitations is in the public interest 
and for the protection of consumers. The findings in such rule 
shall be consistent with the study conducted under subsection (a). 
(c) LIMITATION.—The authority described in subsection (b) may 
not be construed to prohibit or restrict a consumer from entering 
into a voluntary arbitration agreement with a covered person after 
a dispute has arisen. 
(d) EFFECTIVE DATE.—Notwithstanding any other provision of 
law, any regulation prescribed by the Bureau under subsection 
(b) shall apply, consistent with the terms of the regulation, to 
any agreement between a consumer and a covered person entered 
into after the end of the 180-day period beginning on the effective 
date of the regulation, as established by the Bureau. 
SEC. 1029. EXCLUSION FOR AUTO DEALERS. 
(a) SALE, SERVICING, AND
LEASING
OF
MOTOR
VEHICLES 
EXCLUDED.—Except as permitted in subsection (b), the Bureau may 
not exercise any rulemaking, supervisory, enforcement or any other 
authority, including any authority to order assessments, over a 
motor vehicle dealer that is predominantly engaged in the sale 
and servicing of motor vehicles, the leasing and servicing of motor 
vehicles, or both. 
(b) CERTAIN FUNCTIONS EXCEPTED.—Subsection (a) shall not 
apply to any person, to the extent that such person— 
(1) provides consumers with any services related to residen-
tial or commercial mortgages or self-financing transactions 
involving real property; 
(2) operates a line of business— 
(A) that involves the extension of retail credit or retail 
leases involving motor vehicles; and 
(B) in which— 
(i) the extension of retail credit or retail leases 
are provided directly to consumers; and 
(ii) the contract governing such extension of retail 
credit or retail leases is not routinely assigned to an 
unaffiliated third party finance or leasing source; or 
(3) offers or provides a consumer financial product or 
service not involving or related to the sale, financing, leasing, 
rental, repair, refurbishment, maintenance, or other servicing 
of motor vehicles, motor vehicle parts, or any related or 
ancillary product or service. 
(c) PRESERVATION
OF AUTHORITIES
OF OTHER AGENCIES.— 
Except as provided in subsections (b) and (d), nothing in this 
title, including subtitle F, shall be construed as modifying, limiting, 
or superseding the operation of any provision of Federal law, or 
otherwise affecting the authority of the Board of Governors, the 
Federal Trade Commission, or any other Federal agency, with 
respect to a person described in subsection (a). 
(d) FEDERAL TRADE COMMISSION AUTHORITY.—Notwithstanding 
section 18 of the Federal Trade Commission Act, the Federal Trade 
12 USC 5519. 
Applicability. 
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124 STAT. 2005 
PUBLIC LAW 111–203—JULY 21, 2010 
Commission is authorized to prescribe rules under sections 5 and 
18(a)(1)(B) of the Federal Trade Commission Act. in accordance 
with section 553 of title 5, United States Code, with respect to 
a person described in subsection (a). 
(e) 
COORDINATION
WITH
OFFICE
OF
SERVICE
MEMBER 
AFFAIRS.—The Board of Governors and the Federal Trade Commis-
sion shall coordinate with the Office of Service Member Affairs, 
to ensure that— 
(1) service members and their families are educated and 
empowered to make better informed decisions regarding con-
sumer financial products and services offered by motor vehicle 
dealers, with a focus on motor vehicle dealers in the proximity 
of military installations; and 
(2) complaints by service members and their families con-
cerning such motor vehicle dealers are effectively monitored 
and responded to, and where appropriate, enforcement action 
is pursued by the authorized agencies. 
(f) DEFINITIONS.—For purposes of this section, the following 
definitions shall apply: 
(1) MOTOR VEHICLE.—The term ‘‘motor vehicle’’ means— 
(A) any self-propelled vehicle designed for transporting 
persons or property on a street, highway, or other road; 
(B) recreational boats and marine equipment; 
(C) motorcycles; 
(D) motor homes, recreational vehicle trailers, and 
slide-in campers, as those terms are defined in sections 
571.3 and 575.103 (d) of title 49, Code of Federal Regula-
tions, or any successor thereto; and 
(E) other vehicles that are titled and sold through 
dealers. 
(2) MOTOR
VEHICLE
DEALER.—The term ‘‘motor vehicle 
dealer’’ means any person or resident in the United States, 
or any territory of the United States, who— 
(A) is licensed by a State, a territory of the United 
States, or the District of Columbia to engage in the sale 
of motor vehicles; and 
(B) takes title to, holds an ownership in, or takes 
physical custody of motor vehicles. 
SEC. 1029A. EFFECTIVE DATE. 
This subtitle shall become effective on the designated transfer 
date, except that sections 1022, 1024, and 1025(e) shall become 
effective on the date of enactment of this Act. 
Subtitle C—Specific Bureau Authorities 
SEC. 1031. PROHIBITING UNFAIR, DECEPTIVE, OR ABUSIVE ACTS OR 
PRACTICES. 
(a) IN GENERAL.—The Bureau may take any action authorized 
under subtitle E to prevent a covered person or service provider 
from committing or engaging in an unfair, deceptive, or abusive 
act or practice under Federal law in connection with any transaction 
with a consumer for a consumer financial product or service, or 
the offering of a consumer financial product or service. 
(b) RULEMAKING.—The Bureau may prescribe rules applicable 
to a covered person or service provider identifying as unlawful 
12 USC 5531. 
12 USC 5511 
note. 
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124 STAT. 2006 
PUBLIC LAW 111–203—JULY 21, 2010 
unfair, deceptive, or abusive acts or practices in connection with 
any transaction with a consumer for a consumer financial product 
or service, or the offering of a consumer financial product or service. 
Rules under this section may include requirements for the purpose 
of preventing such acts or practices. 
(c) UNFAIRNESS.— 
(1) IN GENERAL.—The Bureau shall have no authority under 
this section to declare an act or practice in connection with 
a transaction with a consumer for a consumer financial product 
or service, or the offering of a consumer financial product 
or service, to be unlawful on the grounds that such act or 
practice is unfair, unless the Bureau has a reasonable basis 
to conclude that— 
(A) the act or practice causes or is likely to cause 
substantial injury to consumers which is not reasonably 
avoidable by consumers; and 
(B) such substantial injury is not outweighed by 
countervailing benefits to consumers or to competition. 
(2) CONSIDERATION OF PUBLIC POLICIES.—In determining 
whether an act or practice is unfair, the Bureau may consider 
established public policies as evidence to be considered with 
all other evidence. Such public policy considerations may not 
serve as a primary basis for such determination. 
(d) ABUSIVE.—The Bureau shall have no authority under this 
section to declare an act or practice abusive in connection with 
the provision of a consumer financial product or service, unless 
the act or practice— 
(1) materially interferes with the ability of a consumer 
to understand a term or condition of a consumer financial 
product or service; or 
(2) takes unreasonable advantage of— 
(A) a lack of understanding on the part of the consumer 
of the material risks, costs, or conditions of the product 
or service; 
(B) the inability of the consumer to protect the interests 
of the consumer in selecting or using a consumer financial 
product or service; or 
(C) the reasonable reliance by the consumer on a cov-
ered person to act in the interests of the consumer. 
(e) CONSULTATION.—In prescribing rules under this section, 
the Bureau shall consult with the Federal banking agencies, or 
other Federal agencies, as appropriate, concerning the consistency 
of the proposed rule with prudential, market, or systemic objectives 
administered by such agencies. 
(f) CONSIDERATION OF SEASONAL INCOME.—The rules of the 
Bureau under this section shall provide, with respect to an extension 
of credit secured by residential real estate or a dwelling, if docu-
mented income of the borrower, including income from a small 
business, is a repayment source for an extension of credit secured 
by residential real estate or a dwelling, the creditor may consider 
the seasonality and irregularity of such income in the underwriting 
of and scheduling of payments for such credit. 
SEC. 1032. DISCLOSURES. 
(a) IN GENERAL.—The Bureau may prescribe rules to ensure 
that the features of any consumer financial product or service, 
both initially and over the term of the product or service, are 
12 USC 5532. 
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124 STAT. 2007 
PUBLIC LAW 111–203—JULY 21, 2010 
fully, accurately, and effectively disclosed to consumers in a manner 
that permits consumers to understand the costs, benefits, and risks 
associated with the product or service, in light of the facts and 
circumstances. 
(b) MODEL DISCLOSURES.— 
(1) IN GENERAL.—Any final rule prescribed by the Bureau 
under this section requiring disclosures may include a model 
form that may be used at the option of the covered person 
for provision of the required disclosures. 
(2) FORMAT.—A model form issued pursuant to paragraph 
(1) shall contain a clear and conspicuous disclosure that, at 
a minimum— 
(A) uses plain language comprehensible to consumers; 
(B) contains a clear format and design, such as an 
easily readable type font; and 
(C) succinctly explains the information that must be 
communicated to the consumer. 
(3) CONSUMER TESTING.—Any model form issued pursuant 
to this subsection shall be validated through consumer testing. 
(c) BASIS FOR RULEMAKING.—In prescribing rules under this 
section, the Bureau shall consider available evidence about con-
sumer awareness, understanding of, and responses to disclosures 
or communications about the risks, costs, and benefits of consumer 
financial products or services. 
(d) SAFE HARBOR.—Any covered person that uses a model form 
included with a rule issued under this section shall be deemed 
to be in compliance with the disclosure requirements of this section 
with respect to such model form. 
(e) TRIAL DISCLOSURE PROGRAMS.— 
(1) IN GENERAL.—The Bureau may permit a covered person 
to conduct a trial program that is limited in time and scope, 
subject to specified standards and procedures, for the purpose 
of providing trial disclosures to consumers that are designed 
to improve upon any model form issued pursuant to subsection 
(b)(1), or any other model form issued to implement an enumer-
ated statute, as applicable. 
(2) SAFE HARBOR.—The standards and procedures issued 
by the Bureau shall be designed to encourage covered persons 
to conduct trial disclosure programs. For the purposes of admin-
istering this subsection, the Bureau may establish a limited 
period during which a covered person conducting a trial disclo-
sure program shall be deemed to be in compliance with, or 
may be exempted from, a requirement of a rule or an enumer-
ated consumer law. 
(3) PUBLIC DISCLOSURE.—The rules of the Bureau shall 
provide for public disclosure of trial disclosure programs, which 
public disclosure may be limited, to the extent necessary to 
encourage covered persons to conduct effective trials. 
(f) COMBINED MORTGAGE LOAN DISCLOSURE.—Not later than 
1 year after the designated transfer date, the Bureau shall propose 
for public comment rules and model disclosures that combine the 
disclosures required under the Truth in Lending Act and sections 
4 and 5 of the Real Estate Settlement Procedures Act of 1974, 
into a single, integrated disclosure for mortgage loan transactions 
covered by those laws, unless the Bureau determines that any 
proposal issued by the Board of Governors and the Secretary of 
Housing and Urban Development carries out the same purpose. 
Deadline. 
Public comment. 
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124 STAT. 2008 
PUBLIC LAW 111–203—JULY 21, 2010 
SEC. 1033. CONSUMER RIGHTS TO ACCESS INFORMATION. 
(a) IN GENERAL.—Subject to rules prescribed by the Bureau, 
a covered person shall make available to a consumer, upon request, 
information in the control or possession of the covered person con-
cerning the consumer financial product or service that the consumer 
obtained from such covered person, including information relating 
to any transaction, series of transactions, or to the account including 
costs, charges and usage data. The information shall be made 
available in an electronic form usable by consumers. 
(b) EXCEPTIONS.—A covered person may not be required by 
this section to make available to the consumer— 
(1) any confidential commercial information, including an 
algorithm used to derive credit scores or other risk scores 
or predictors; 
(2) any information collected by the covered person for 
the purpose of preventing fraud or money laundering, or 
detecting, or making any report regarding other unlawful or 
potentially unlawful conduct; 
(3) any information required to be kept confidential by 
any other provision of law; or 
(4) any information that the covered person cannot retrieve 
in the ordinary course of its business with respect to that 
information. 
(c) NO DUTY TO MAINTAIN RECORDS.—Nothing in this section 
shall be construed to impose any duty on a covered person to 
maintain or keep any information about a consumer. 
(d) STANDARDIZED FORMATS FOR DATA.—The Bureau, by rule, 
shall prescribe standards applicable to covered persons to promote 
the development and use of standardized formats for information, 
including through the use of machine readable files, to be made 
available to consumers under this section. 
(e) CONSULTATION.—The Bureau shall, when prescribing any 
rule under this section, consult with the Federal banking agencies 
and the Federal Trade Commission to ensure, to the extent appro-
priate, that the rules— 
(1) impose substantively similar requirements on covered 
persons; 
(2) take into account conditions under which covered per-
sons do business both in the United States and in other coun-
tries; and 
(3) do not require or promote the use of any particular 
technology in order to develop systems for compliance. 
SEC. 1034. RESPONSE TO CONSUMER COMPLAINTS AND INQUIRIES. 
(a) TIMELY REGULATOR RESPONSE TO CONSUMERS.—The Bureau 
shall establish, in consultation with the appropriate Federal regu-
latory agencies, reasonable procedures to provide a timely response 
to consumers, in writing where appropriate, to complaints against, 
or inquiries concerning, a covered person, including— 
(1) steps that have been taken by the regulator in response 
to the complaint or inquiry of the consumer; 
(2) any responses received by the regulator from the covered 
person; and 
(3) any follow-up actions or planned follow-up actions by 
the regulator in response to the complaint or inquiry of the 
consumer. 
Procedures. 
12 USC 5534. 
12 USC 5533. 
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124 STAT. 2009 
PUBLIC LAW 111–203—JULY 21, 2010 
(b) TIMELY RESPONSE TO REGULATOR BY COVERED PERSON.— 
A covered person subject to supervision and primary enforcement 
by the Bureau pursuant to section 1025 shall provide a timely 
response, in writing where appropriate, to the Bureau, the pruden-
tial regulators, and any other agency having jurisdiction over such 
covered person concerning a consumer complaint or inquiry, 
including— 
(1) steps that have been taken by the covered person to 
respond to the complaint or inquiry of the consumer; 
(2) responses received by the covered person from the con-
sumer; and 
(3) follow-up actions or planned follow-up actions by the 
covered person to respond to the complaint or inquiry of the 
consumer. 
(c) PROVISION OF INFORMATION TO CONSUMERS.— 
(1) IN GENERAL.—A covered person subject to supervision 
and primary enforcement by the Bureau pursuant to section 
1025 shall, in a timely manner, comply with a consumer request 
for information in the control or possession of such covered 
person concerning the consumer financial product or service 
that the consumer obtained from such covered person, including 
supporting written documentation, concerning the account of 
the consumer. 
(2) EXCEPTIONS.—A covered person subject to supervision 
and primary enforcement by the Bureau pursuant to section 
1025, a prudential regulator, and any other agency having 
jurisdiction over a covered person subject to supervision and 
primary enforcement by the Bureau pursuant to section 1025 
may not be required by this section to make available to the 
consumer— 
(A) any confidential commercial information, including 
an algorithm used to derive credit scores or other risk 
scores or predictors; 
(B) any information collected by the covered person 
for the purpose of preventing fraud or money laundering, 
or detecting or making any report regarding other unlawful 
or potentially unlawful conduct; 
(C) any information required to be kept confidential 
by any other provision of law; or 
(D) 
any 
nonpublic 
or 
confidential 
information, 
including confidential supervisory information. 
(d) AGREEMENTS WITH OTHER AGENCIES.—The Bureau shall 
enter into a memorandum of understanding with any affected Fed-
eral regulatory agency regarding procedures by which any covered 
person, and the prudential regulators, and any other agency having 
jurisdiction over a covered person, including the Secretary of the 
Department of Housing and Urban Development and the Secretary 
of Education, shall comply with this section. 
SEC. 1035. PRIVATE EDUCATION LOAN OMBUDSMAN. 
(a) ESTABLISHMENT.—The Secretary, in consultation with the 
Director, shall designate a Private Education Loan Ombudsman 
(in this section referred to as the ‘‘Ombudsman’’) within the Bureau, 
to provide timely assistance to borrowers of private education loans. 
(b) PUBLIC INFORMATION.—The Secretary and the Director shall 
disseminate information about the availability and functions of 
the Ombudsman to borrowers and potential borrowers, as well 
Designation. 
12 USC 5535. 
Memorandum. 
Compliance. 
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124 STAT. 2010 
PUBLIC LAW 111–203—JULY 21, 2010 
as institutions of higher education, lenders, guaranty agencies, loan 
servicers, and other participants in private education student loan 
programs. 
(c) FUNCTIONS OF OMBUDSMAN.—The Ombudsman designated 
under this subsection shall— 
(1) in accordance with regulations of the Director, receive, 
review, and attempt to resolve informally complaints from bor-
rowers of loans described in subsection (a), including, as appro-
priate, attempts to resolve such complaints in collaboration 
with the Department of Education and with institutions of 
higher education, lenders, guaranty agencies, loan servicers, 
and other participants in private education loan programs; 
(2) not later than 90 days after the designated transfer 
date, establish a memorandum of understanding with the stu-
dent loan ombudsman established under section 141(f) of the 
Higher Education Act of 1965 (20 U.S.C. 1018(f)), to ensure 
coordination in providing assistance to and serving borrowers 
seeking to resolve complaints related to their private education 
or Federal student loans; 
(3) compile and analyze data on borrower complaints 
regarding private education loans; and 
(4) make appropriate recommendations to the Director, 
the Secretary, the Secretary of Education, the Committee on 
Banking, Housing, and Urban Affairs and the Committee on 
Health, Education, Labor, and Pensions of the Senate and 
the Committee on Financial Services and the Committee on 
Education and Labor of the House of Representatives. 
(d) ANNUAL REPORTS.— 
(1) IN GENERAL.—The Ombudsman shall prepare an annual 
report that describes the activities, and evaluates the effective-
ness of the Ombudsman during the preceding year. 
(2) SUBMISSION.—The report required by paragraph (1) 
shall be submitted on the same date annually to the Secretary, 
the Secretary of Education, the Committee on Banking, 
Housing, and Urban Affairs and the Committee on Health, 
Education, Labor, and Pensions of the Senate and the Com-
mittee on Financial Services and the Committee on Education 
and Labor of the House of Representatives. 
(e) DEFINITIONS.—For purposes of this section, the terms ‘‘pri-
vate education loan’’ and ‘‘institution of higher education’’ have 
the same meanings as in section 140 of the Truth in Lending 
Act (15 U.S.C. 1650). 
SEC. 1036. PROHIBITED ACTS. 
(a) IN GENERAL.—It shall be unlawful for— 
(1) any covered person or service provider— 
(A) to offer or provide to a consumer any financial 
product or service not in conformity with Federal consumer 
financial law, or otherwise commit any act or omission 
in violation of a Federal consumer financial law; or 
(B) to engage in any unfair, deceptive, or abusive act 
or practice; 
(2) any covered person or service provider to fail or refuse, 
as required by Federal consumer financial law, or any rule 
or order issued by the Bureau thereunder— 
(A) to permit access to or copying of records; 
(B) to establish or maintain records; or 
12 USC 5536. 
Recommenda- 
tions. 
Deadline. 
Memorandum. 
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124 STAT. 2011 
PUBLIC LAW 111–203—JULY 21, 2010 
(C) to make reports or provide information to the 
Bureau; or 
(3) any person to knowingly or recklessly provide substan-
tial assistance to a covered person or service provider in viola-
tion of the provisions of section 1031, or any rule or order 
issued thereunder, and notwithstanding any provision of this 
title, the provider of such substantial assistance shall be 
deemed to be in violation of that section to the same extent 
as the person to whom such assistance is provided. 
(b) EXCEPTION.—No person shall be held to have violated sub-
section (a)(1) solely by virtue of providing or selling time or space 
to a covered person or service provider placing an advertisement. 
SEC. 1037. EFFECTIVE DATE. 
This subtitle shall take effect on the designated transfer date. 
Subtitle D—Preservation of State Law 
SEC. 1041. RELATION TO STATE LAW. 
(a) IN GENERAL.— 
(1) RULE OF CONSTRUCTION.—This title, other than sections 
1044 through 1048, may not be construed as annulling, altering, 
or affecting, or exempting any person subject to the provisions 
of this title from complying with, the statutes, regulations, 
orders, or interpretations in effect in any State, except to the 
extent that any such provision of law is inconsistent with 
the provisions of this title, and then only to the extent of 
the inconsistency. 
(2) GREATER PROTECTION UNDER STATE LAW.—For purposes 
of this subsection, a statute, regulation, order, or interpretation 
in effect in any State is not inconsistent with the provisions 
of this title if the protection that such statute, regulation, 
order, or interpretation affords to consumers is greater than 
the protection provided under this title. A determination 
regarding whether a statute, regulation, order, or interpretation 
in effect in any State is inconsistent with the provisions of 
this title may be made by the Bureau on its own motion 
or in response to a nonfrivolous petition initiated by any 
interested person. 
(b) RELATION
TO OTHER PROVISIONS
OF ENUMERATED CON-
SUMER LAWS THAT RELATE TO STATE LAW.—No provision of this 
title, except as provided in section 1083, shall be construed as 
modifying, limiting, or superseding the operation of any provision 
of an enumerated consumer law that relates to the application 
of a law in effect in any State with respect to such Federal law. 
(c) ADDITIONAL
CONSUMER
PROTECTION
REGULATIONS
IN 
RESPONSE TO STATE ACTION.— 
(1) NOTICE
OF
PROPOSED
RULE
REQUIRED.—The Bureau 
shall issue a notice of proposed rulemaking whenever a majority 
of the States has enacted a resolution in support of the 
establishment or modification of a consumer protection regula-
tion by the Bureau. 
(2) BUREAU CONSIDERATIONS REQUIRED FOR ISSUANCE OF 
FINAL REGULATION.—Before prescribing a final regulation based 
upon a notice issued pursuant to paragraph (1), the Bureau 
shall take into account whether— 
12 USC 5551. 
12 USC 5531 
note. 
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124 STAT. 2012 
PUBLIC LAW 111–203—JULY 21, 2010 
(A) the proposed regulation would afford greater protec-
tion to consumers than any existing regulation; 
(B) the intended benefits of the proposed regulation 
for consumers would outweigh any increased costs or 
inconveniences for consumers, and would not discriminate 
unfairly against any category or class of consumers; and 
(C) a Federal banking agency has advised that the 
proposed regulation is likely to present an unacceptable 
safety and soundness risk to insured depository institu-
tions. 
(3) EXPLANATION OF CONSIDERATIONS.—The Bureau— 
(A) shall include a discussion of the considerations 
required in paragraph (2) in the Federal Register notice 
of a final regulation prescribed pursuant to this subsection; 
and 
(B) whenever the Bureau determines not to prescribe 
a final regulation, shall publish an explanation of such 
determination in the Federal Register, and provide a copy 
of such explanation to each State that enacted a resolution 
in support of the proposed regulation, the Committee on 
Banking, Housing, and Urban Affairs of the Senate, and 
the Committee on Financial Services of the House of Rep-
resentatives. 
(4) RESERVATION OF AUTHORITY.—No provision of this sub-
section shall be construed as limiting or restricting the 
authority of the Bureau to enhance consumer protection stand-
ards established pursuant to this title in response to its own 
motion or in response to a request by any other interested 
person. 
(5) RULE
OF
CONSTRUCTION.—No provision of this sub-
section shall be construed as exempting the Bureau from com-
plying with subchapter II of chapter 5 of title 5, United States 
Code. 
(6) DEFINITION.—For purposes of this subsection, the term 
‘‘consumer protection regulation’’ means a regulation that the 
Bureau is authorized to prescribe under the Federal consumer 
financial laws. 
SEC. 1042. PRESERVATION OF ENFORCEMENT POWERS OF STATES. 
(a) IN GENERAL.— 
(1) ACTION BY STATE.—Except as provided in paragraph 
(2), the attorney general (or the equivalent thereof) of any 
State may bring a civil action in the name of such State 
in any district court of the United States in that State or 
in State court that is located in that State and that has jurisdic-
tion over the defendant, to enforce provisions of this title or 
regulations issued under this title, and to secure remedies 
under provisions of this title or remedies otherwise provided 
under other law. A State regulator may bring a civil action 
or other appropriate proceeding to enforce the provisions of 
this title or regulations issued under this title with respect 
to any entity that is State-chartered, incorporated, licensed, 
or otherwise authorized to do business under State law (except 
as provided in paragraph (2)), and to secure remedies under 
provisions of this title or remedies otherwise provided under 
other provisions of law with respect to such an entity. 
12 USC 5552. 
Federal Register, 
publication. 
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124 STAT. 2013 
PUBLIC LAW 111–203—JULY 21, 2010 
(2) ACTION BY STATE AGAINST NATIONAL BANK OR FEDERAL 
SAVINGS ASSOCIATION TO ENFORCE RULES.— 
(A) IN GENERAL.—Except as permitted under subpara-
graph (B), the attorney general (or equivalent thereof) of 
any State may not bring a civil action in the name of 
such State against a national bank or Federal savings 
association to enforce a provision of this title. 
(B) ENFORCEMENT OF RULES PERMITTED.—The attorney 
general (or the equivalent thereof) of any State may bring 
a civil action in the name of such State against a national 
bank or Federal savings association in any district court 
of the United States in the State or in State court that 
is located in that State and that has jurisdiction over 
the defendant to enforce a regulation prescribed by the 
Bureau under a provision of this title and to secure rem-
edies under provisions of this title or remedies otherwise 
provided under other law. 
(3) RULE OF CONSTRUCTION.—No provision of this title shall 
be construed as modifying, limiting, or superseding the oper-
ation of any provision of an enumerated consumer law that 
relates to the authority of a State attorney general or State 
regulator to enforce such Federal law. 
(b) CONSULTATION REQUIRED.— 
(1) NOTICE.— 
(A) IN
GENERAL.—Before initiating any action in a 
court or other administrative or regulatory proceeding 
against any covered person as authorized by subsection 
(a) to enforce any provision of this title, including any 
regulation prescribed by the Bureau under this title, a 
State attorney general or State regulator shall timely pro-
vide a copy of the complete complaint to be filed and 
written notice describing such action or proceeding to the 
Bureau and the prudential regulator, if any, or the designee 
thereof. 
(B) EMERGENCY ACTION.—If prior notice is not prac-
ticable, the State attorney general or State regulator shall 
provide a copy of the complete complaint and the notice 
to the Bureau and the prudential regulator, if any, imme-
diately upon instituting the action or proceeding. 
(C) CONTENTS OF NOTICE.—The notification required 
under this paragraph shall, at a minimum, describe— 
(i) the identity of the parties; 
(ii) the alleged facts underlying the proceeding; 
and 
(iii) whether there may be a need to coordinate 
the prosecution of the proceeding so as not to interfere 
with any action, including any rulemaking, undertaken 
by the Bureau, a prudential regulator, or another Fed-
eral agency. 
(2) BUREAU RESPONSE.—In any action described in para-
graph (1), the Bureau may— 
(A) intervene in the action as a party; 
(B) upon intervening— 
(i) remove the action to the appropriate United 
States district court, if the action was not originally 
brought there; and 
Records. 
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124 STAT. 2014 
PUBLIC LAW 111–203—JULY 21, 2010 
(ii) be heard on all matters arising in the action; 
and 
(C) appeal any order or judgment, to the same extent 
as any other party in the proceeding may. 
(c) REGULATIONS.—The Bureau shall prescribe regulations to 
implement the requirements of this section and, from time to time, 
provide guidance in order to further coordinate actions with the 
State attorneys general and other regulators. 
(d) PRESERVATION OF STATE AUTHORITY.— 
(1) STATE CLAIMS.—No provision of this section shall be 
construed as altering, limiting, or affecting the authority of 
a State attorney general or any other regulatory or enforcement 
agency or authority to bring an action or other regulatory 
proceeding arising solely under the law in effect in that State. 
(2) STATE SECURITIES REGULATORS.—No provision of this 
title shall be construed as altering, limiting, or affecting the 
authority of a State securities commission (or any agency or 
office performing like functions) under State law to adopt rules, 
initiate enforcement proceedings, or take any other action with 
respect to a person regulated by such commission or authority. 
(3) STATE INSURANCE REGULATORS.—No provision of this 
title shall be construed as altering, limiting, or affecting the 
authority of a State insurance commission or State insurance 
regulator under State law to adopt rules, initiate enforcement 
proceedings, or take any other action with respect to a person 
regulated by such commission or regulator. 
SEC. 1043. PRESERVATION OF EXISTING CONTRACTS. 
This title, and regulations, orders, guidance, and interpretations 
prescribed, issued, or established by the Bureau, shall not be con-
strued to alter or affect the applicability of any regulation, order, 
guidance, or interpretation prescribed, issued, and established by 
the Comptroller of the Currency or the Director of the Office of 
Thrift Supervision regarding the applicability of State law under 
Federal banking law to any contract entered into on or before 
the date of enactment of this Act, by national banks, Federal 
savings associations, or subsidiaries thereof that are regulated and 
supervised by the Comptroller of the Currency or the Director 
of the Office of Thrift Supervision, respectively. 
SEC. 1044. STATE LAW PREEMPTION STANDARDS FOR NATIONAL 
BANKS AND SUBSIDIARIES CLARIFIED. 
(a) IN GENERAL.—Chapter one of title LXII of the Revised 
Statutes of the United States (12 U.S.C. 21 et seq.) is amended 
by inserting after section 5136B the following new section: 
‘‘SEC. 5136C. STATE LAW PREEMPTION STANDARDS FOR NATIONAL 
BANKS AND SUBSIDIARIES CLARIFIED. 
‘‘(a) DEFINITIONS.—For purposes of this section, the following 
definitions shall apply: 
‘‘(1) NATIONAL BANK.—The term ‘national bank’ includes— 
‘‘(A) any bank organized under the laws of the United 
States; and 
‘‘(B) any Federal branch established in accordance with 
the International Banking Act of 1978. 
‘‘(2) STATE CONSUMER FINANCIAL LAWS.—The term ‘State 
consumer financial law’ means a State law that does not directly 
or indirectly discriminate against national banks and that 
12 USC 25b. 
12 USC 5553. 
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124 STAT. 2015 
PUBLIC LAW 111–203—JULY 21, 2010 
directly and specifically regulates the manner, content, or terms 
and conditions of any financial transaction (as may be author-
ized for national banks to engage in), or any account related 
thereto, with respect to a consumer. 
‘‘(3) OTHER DEFINITIONS.—The terms ‘affiliate’, ‘subsidiary’, 
‘includes’, and ‘including’ have the same meanings as in section 
3 of the Federal Deposit Insurance Act. 
‘‘(b) PREEMPTION STANDARD.— 
‘‘(1) IN GENERAL.—State consumer financial laws are pre-
empted, only if— 
‘‘(A) application of a State consumer financial law 
would have a discriminatory effect on national banks, in 
comparison with the effect of the law on a bank chartered 
by that State; 
‘‘(B) in accordance with the legal standard for preemp-
tion in the decision of the Supreme Court of the United 
States in Barnett Bank of Marion County, N. A. v. Nelson, 
Florida Insurance Commissioner, et al., 517 U.S. 25 (1996), 
the State consumer financial law prevents or significantly 
interferes with the exercise by the national bank of its 
powers; and any preemption determination under this 
subparagraph may be made by a court, or by regulation 
or order of the Comptroller of the Currency on a case- 
by-case basis, in accordance with applicable law; or 
‘‘(C) the State consumer financial law is preempted 
by a provision of Federal law other than this title. 
‘‘(2) SAVINGS
CLAUSE.—This title and section 24 of the 
Federal Reserve Act (12 U.S.C. 371) do not preempt, annul, 
or affect the applicability of any State law to any subsidiary 
or affiliate of a national bank (other than a subsidiary or 
affiliate that is chartered as a national bank). 
‘‘(3) CASE-BY-CASE BASIS.— 
‘‘(A) DEFINITION.—As used in this section the term 
‘case-by-case basis’ refers to a determination pursuant to 
this section made by the Comptroller concerning the impact 
of a particular State consumer financial law on any national 
bank that is subject to that law, or the law of any other 
State with substantively equivalent terms. 
‘‘(B) CONSULTATION.—When making a determination 
on a case-by-case basis that a State consumer financial 
law of another State has substantively equivalent terms 
as one that the Comptroller is preempting, the Comptroller 
shall first consult with the Bureau of Consumer Financial 
Protection and shall take the views of the Bureau into 
account when making the determination. 
‘‘(4) RULE OF CONSTRUCTION.—This title does not occupy 
the field in any area of State law. 
‘‘(5) STANDARDS OF REVIEW.— 
‘‘(A) PREEMPTION.—A court reviewing any determina-
tions made by the Comptroller regarding preemption of 
a State law by this title or section 24 of the Federal 
Reserve Act (12 U.S.C. 371) shall assess the validity of 
such determinations, depending upon the thoroughness evi-
dent in the consideration of the agency, the validity of 
the reasoning of the agency, the consistency with other 
valid determinations made by the agency, and other factors 
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124 STAT. 2016 
PUBLIC LAW 111–203—JULY 21, 2010 
which the court finds persuasive and relevant to its deci-
sion. 
‘‘(B) SAVINGS CLAUSE.—Except as provided in subpara-
graph (A), nothing in this section shall affect the deference 
that a court may afford to the Comptroller in making 
determinations regarding the meaning or interpretation 
of title LXII of the Revised Statutes of the United States 
or other Federal laws. 
‘‘(6) COMPTROLLER DETERMINATION NOT DELEGABLE.—Any 
regulation, order, or determination made by the Comptroller 
of the Currency under paragraph (1)(B) shall be made by the 
Comptroller, and shall not be delegable to another officer or 
employee of the Comptroller of the Currency. 
‘‘(c) SUBSTANTIAL EVIDENCE.—No regulation or order of the 
Comptroller of the Currency prescribed under subsection (b)(1)(B), 
shall be interpreted or applied so as to invalidate, or otherwise 
declare inapplicable to a national bank, the provision of the State 
consumer financial law, unless substantial evidence, made on the 
record of the proceeding, supports the specific finding regarding 
the preemption of such provision in accordance with the legal 
standard of the decision of the Supreme Court of the United States 
in Barnett Bank of Marion County, N.A. v. Nelson, Florida Insur-
ance Commissioner, et al., 517 U.S. 25 (1996). 
‘‘(d) PERIODIC REVIEW OF PREEMPTION DETERMINATIONS.— 
‘‘(1) IN GENERAL.—The Comptroller of the Currency shall 
periodically conduct a review, through notice and public com-
ment, of each determination that a provision of Federal law 
preempts a State consumer financial law. The agency shall 
conduct such review within the 5-year period after prescribing 
or otherwise issuing such determination, and at least once 
during each 5-year period thereafter. After conducting the 
review of, and inspecting the comments made on, the deter-
mination, the agency shall publish a notice in the Federal 
Register announcing the decision to continue or rescind the 
determination or a proposal to amend the determination. Any 
such notice of a proposal to amend a determination and the 
subsequent resolution of such proposal shall comply with the 
procedures set forth in subsections (a) and (b) of section 5244 
of the Revised Statutes of the United States (12 U.S.C. 43 
(a), (b)). 
‘‘(2) REPORTS TO CONGRESS.—At the time of issuing a review 
conducted under paragraph (1), the Comptroller of the Currency 
shall submit a report regarding such review to the Committee 
on Financial Services of the House of Representatives and 
the Committee on Banking, Housing, and Urban Affairs of 
the Senate. The report submitted to the respective committees 
shall address whether the agency intends to continue, rescind, 
or propose to amend any determination that a provision of 
Federal law preempts a State consumer financial law, and 
the reasons therefor. 
‘‘(e) APPLICATION
OF STATE CONSUMER FINANCIAL LAW
TO 
SUBSIDIARIES AND AFFILIATES.—Notwithstanding any provision of 
this title or section 24 of Federal Reserve Act (12 U.S.C. 371), 
a State consumer financial law shall apply to a subsidiary or 
affiliate of a national bank (other than a subsidiary or affiliate 
that is chartered as a national bank) to the same extent that 
Federal Register, 
publication. 
Deadline. 
Notice. 
Public comment. 
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124 STAT. 2017 
PUBLIC LAW 111–203—JULY 21, 2010 
the State consumer financial law applies to any person, corporation, 
or other entity subject to such State law. 
‘‘(f) 
PRESERVATION
OF
POWERS
RELATED
TO
CHARGING 
INTEREST.—No provision of this title shall be construed as altering 
or otherwise affecting the authority conferred by section 5197 of 
the Revised Statutes of the United States (12 U.S.C. 85) for the 
charging of interest by a national bank at the rate allowed by 
the laws of the State, territory, or district where the bank is 
located, including with respect to the meaning of ‘interest’ under 
such provision. 
‘‘(g) TRANSPARENCY OF OCC PREEMPTION DETERMINATIONS.— 
The Comptroller of the Currency shall publish and update no less 
frequently than quarterly, a list of preemption determinations by 
the Comptroller of the Currency then in effect that identifies the 
activities and practices covered by each determination and the 
requirements and constraints determined to be preempted.’’. 
(b) CLERICAL AMENDMENT.—The table of sections for chapter 
one of title LXII of the Revised Statutes of the United States 
is amended by inserting after the item relating to section 5136B 
the following new item: 
‘‘Sec. 5136C. State law preemption standards for national banks and subsidiaries 
clarified.’’. 
SEC. 1045. CLARIFICATION OF LAW APPLICABLE TO NONDEPOSITORY 
INSTITUTION SUBSIDIARIES. 
Section 5136C of the Revised Statutes of the United States 
(as added by this subtitle) is amended by adding at the end the 
following: 
‘‘(h) CLARIFICATION
OF LAW APPLICABLE
TO NONDEPOSITORY 
INSTITUTION SUBSIDIARIES AND AFFILIATES OF NATIONAL BANKS.— 
‘‘(1) DEFINITIONS.—For purposes of this subsection, the 
terms ‘depository institution’, ‘subsidiary’, and ‘affiliate’ have 
the same meanings as in section 3 of the Federal Deposit 
Insurance Act. 
‘‘(2) RULE OF CONSTRUCTION.—No provision of this title 
or section 24 of the Federal Reserve Act (12 U.S.C. 371) shall 
be construed as preempting, annulling, or affecting the applica-
bility of State law to any subsidiary, affiliate, or agent of 
a national bank (other than a subsidiary, affiliate, or agent 
that is chartered as a national bank).’’. 
SEC. 1046. STATE LAW PREEMPTION STANDARDS FOR FEDERAL 
SAVINGS ASSOCIATIONS AND SUBSIDIARIES CLARIFIED. 
(a) IN GENERAL.—The Home Owners’ Loan Act (12 U.S.C. 1461 
et seq.) is amended by inserting after section 5 the following new 
section: 
‘‘SEC. 6. STATE LAW PREEMPTION STANDARDS FOR FEDERAL SAVINGS 
ASSOCIATIONS CLARIFIED. 
‘‘(a) IN GENERAL.—Any determination by a court or by the 
Director or any successor officer or agency regarding the relation 
of State law to a provision of this Act or any regulation or order 
prescribed under this Act shall be made in accordance with the 
laws and legal standards applicable to national banks regarding 
the preemption of State law. 
‘‘(b) PRINCIPLES OF CONFLICT PREEMPTION APPLICABLE.—Not-
withstanding the authorities granted under sections 4 and 5, this 
Act does not occupy the field in any area of State law.’’. 
12 USC 1465. 
12 USC 25b. 
Publication. 
Deadline. 
Records. 
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124 STAT. 2018 
PUBLIC LAW 111–203—JULY 21, 2010 
(b) CLERICAL AMENDMENT.—The table of sections for the Home 
Owners’ Loan Act (12 U.S.C. 1461 et seq.) is amended by striking 
the item relating to section 6 and inserting the following new 
item: 
‘‘Sec. 6. State law preemption standards for Federal savings associations and 
subsidiaries clarified.’’. 
SEC. 1047. VISITORIAL STANDARDS FOR NATIONAL BANKS AND 
SAVINGS ASSOCIATIONS. 
(a) NATIONAL BANKS.—Section 5136C of the Revised Statutes 
of the United States (as added by this subtitle) is amended by 
adding at the end the following: 
‘‘(i) VISITORIAL POWERS.— 
‘‘(1) IN GENERAL.—In accordance with the decision of the 
Supreme Court of the United States in Cuomo v. Clearing 
House Assn., L. L. C. (129 S. Ct. 2710 (2009)), no provision 
of this title which relates to visitorial powers or otherwise 
limits or restricts the visitorial authority to which any national 
bank is subject shall be construed as limiting or restricting 
the authority of any attorney general (or other chief law enforce-
ment officer) of any State to bring an action against a national 
bank in a court of appropriate jurisdiction to enforce an 
applicable law and to seek relief as authorized by such law. 
‘‘(j) ENFORCEMENT ACTIONS.—The ability of the Comptroller 
of the Currency to bring an enforcement action under this title 
or section 5 of the Federal Trade Commission Act does not preclude 
any private party from enforcing rights granted under Federal 
or State law in the courts.’’. 
(b) SAVINGS ASSOCIATIONS.—Section 6 of the Home Owners’ 
Loan Act (as added by this title) is amended by adding at the 
end the following: 
‘‘(c) VISITORIAL POWERS.—The provisions of sections 5136C(i) 
of the Revised Statutes of the United States shall apply to Federal 
savings associations, and any subsidiary thereof, to the same extent 
and in the same manner as if such savings associations, or subsidi-
aries thereof, were national banks or subsidiaries of national banks, 
respectively.’’ 
‘‘(d) ENFORCEMENT ACTIONS.—The ability of the Comptroller 
of the Currency to bring an enforcement action under this Act 
or section 5 of the Federal Trade Commission Act does not preclude 
any private party from enforcing rights granted under Federal 
or State law in the courts.’’. 
SEC. 1048. EFFECTIVE DATE. 
This subtitle shall become effective on the designated transfer 
date. 
Subtitle E—Enforcement Powers 
SEC. 1051. DEFINITIONS. 
For purposes of this subtitle, the following definitions shall 
apply: 
(1) BUREAU INVESTIGATION.—The term ‘‘Bureau investiga-
tion’’ means any inquiry conducted by a Bureau investigator 
for the purpose of ascertaining whether any person is or has 
12 USC 5561. 
12 USC 5551 
note. 
Applicability. 
12 USC 1465. 
12 USC 25b. 
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124 STAT. 2019 
PUBLIC LAW 111–203—JULY 21, 2010 
been engaged in any conduct that is a violation, as defined 
in this section. 
(2) BUREAU
INVESTIGATOR.—The term ‘‘Bureau investi-
gator’’ means any attorney or investigator employed by the 
Bureau who is charged with the duty of enforcing or carrying 
into effect any Federal consumer financial law. 
(3) CUSTODIAN.—The term ‘‘custodian’’ means the custodian 
or any deputy custodian designated by the Bureau. 
(4) DOCUMENTARY
MATERIAL.—The term ‘‘documentary 
material’’ includes the original or any copy of any book, docu-
ment, record, report, memorandum, paper, communication, tab-
ulation, chart, logs, electronic files, or other data or data com-
pilations stored in any medium. 
(5) VIOLATION.—The term ‘‘violation’’ means any act or 
omission that, if proved, would constitute a violation of any 
provision of Federal consumer financial law. 
SEC. 1052. INVESTIGATIONS AND ADMINISTRATIVE DISCOVERY. 
(a) JOINT INVESTIGATIONS.— 
(1) IN
GENERAL.—The Bureau or, where appropriate, a 
Bureau investigator, may engage in joint investigations and 
requests for information, as authorized under this title. 
(2) FAIR
LENDING.—The authority under paragraph (1) 
includes matters relating to fair lending, and where appro-
priate, joint investigations with, and requests for information 
from, the Secretary of Housing and Urban Development, the 
Attorney General of the United States, or both. 
(b) SUBPOENAS.— 
(1) IN
GENERAL.—The Bureau or a Bureau investigator 
may issue subpoenas for the attendance and testimony of wit-
nesses and the production of relevant papers, books, documents, 
or other material in connection with hearings under this title. 
(2) FAILURE TO OBEY.—In the case of contumacy or refusal 
to obey a subpoena issued pursuant to this paragraph and 
served upon any person, the district court of the United States 
for any district in which such person is found, resides, or 
transacts business, upon application by the Bureau or a Bureau 
investigator and after notice to such person, may issue an 
order requiring such person to appear and give testimony or 
to appear and produce documents or other material. 
(3) CONTEMPT.—Any failure to obey an order of the court 
under this subsection may be punished by the court as a 
contempt thereof. 
(c) DEMANDS.— 
(1) IN
GENERAL.—Whenever the Bureau has reason to 
believe that any person may be in possession, custody, or control 
of any documentary material or tangible things, or may have 
any information, relevant to a violation, the Bureau may, before 
the institution of any proceedings under the Federal consumer 
financial law, issue in writing, and cause to be served upon 
such person, a civil investigative demand requiring such person 
to— 
(A) produce such documentary material for inspection 
and copying or reproduction in the form or medium 
requested by the Bureau; 
(B) submit such tangible things; 
(C) file written reports or answers to questions; 
12 USC 5562. 
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124 STAT. 2020 
PUBLIC LAW 111–203—JULY 21, 2010 
(D) give oral testimony concerning documentary mate-
rial, tangible things, or other information; or 
(E) furnish any combination of such material, answers, 
or testimony. 
(2) REQUIREMENTS.—Each civil investigative demand shall 
state the nature of the conduct constituting the alleged violation 
which is under investigation and the provision of law applicable 
to such violation. 
(3) PRODUCTION OF DOCUMENTS.—Each civil investigative 
demand for the production of documentary material shall— 
(A) describe each class of documentary material to 
be produced under the demand with such definiteness and 
certainty as to permit such material to be fairly identified; 
(B) prescribe a return date or dates which will provide 
a reasonable period of time within which the material 
so demanded may be assembled and made available for 
inspection and copying or reproduction; and 
(C) identify the custodian to whom such material shall 
be made available. 
(4) PRODUCTION
OF
THINGS.—Each civil investigative 
demand for the submission of tangible things shall— 
(A) describe each class of tangible things to be sub-
mitted under the demand with such definiteness and cer-
tainty as to permit such things to be fairly identified; 
(B) prescribe a return date or dates which will provide 
a reasonable period of time within which the things so 
demanded may be assembled and submitted; and 
(C) identify the custodian to whom such things shall 
be submitted. 
(5) DEMAND FOR WRITTEN REPORTS OR ANSWERS.—Each civil 
investigative demand for written reports or answers to ques-
tions shall— 
(A) propound with definiteness and certainty the 
reports to be produced or the questions to be answered; 
(B) prescribe a date or dates at which time written 
reports or answers to questions shall be submitted; and 
(C) identify the custodian to whom such reports or 
answers shall be submitted. 
(6) ORAL TESTIMONY.—Each civil investigative demand for 
the giving of oral testimony shall— 
(A) prescribe a date, time, and place at which oral 
testimony shall be commenced; and 
(B) identify a Bureau investigator who shall conduct 
the investigation and the custodian to whom the transcript 
of such investigation shall be submitted. 
(7) SERVICE.—Any civil investigative demand issued, and 
any enforcement petition filed, under this section may be 
served— 
(A) by any Bureau investigator at any place within 
the territorial jurisdiction of any court of the United States; 
and 
(B) upon any person who is not found within the terri-
torial jurisdiction of any court of the United States— 
(i) in such manner as the Federal Rules of Civil 
Procedure prescribe for service in a foreign nation; 
and 
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124 STAT. 2021 
PUBLIC LAW 111–203—JULY 21, 2010 
(ii) to the extent that the courts of the United 
States have authority to assert jurisdiction over such 
person, consistent with due process, the United States 
District Court for the District of Columbia shall have 
the same jurisdiction to take any action respecting 
compliance with this section by such person that such 
district court would have if such person were personally 
within the jurisdiction of such district court. 
(8) METHOD OF SERVICE.—Service of any civil investigative 
demand or any enforcement petition filed under this section 
may be made upon a person, including any legal entity, by— 
(A) delivering a duly executed copy of such demand 
or petition to the individual or to any partner, executive 
officer, managing agent, or general agent of such person, 
or to any agent of such person authorized by appointment 
or by law to receive service of process on behalf of such 
person; 
(B) delivering a duly executed copy of such demand 
or petition to the principal office or place of business of 
the person to be served; or 
(C) depositing a duly executed copy in the United 
States mails, by registered or certified mail, return receipt 
requested, duly addressed to such person at the principal 
office or place of business of such person. 
(9) PROOF OF SERVICE.— 
(A) IN GENERAL.—A verified return by the individual 
serving any civil investigative demand or any enforcement 
petition filed under this section setting forth the manner 
of such service shall be proof of such service. 
(B) RETURN RECEIPTS.—In the case of service by reg-
istered or certified mail, such return shall be accompanied 
by the return post office receipt of delivery of such demand 
or enforcement petition. 
(10) 
PRODUCTION
OF
DOCUMENTARY
MATERIAL.—The 
production of documentary material in response to a civil inves-
tigative demand shall be made under a sworn certificate, in 
such form as the demand designates, by the person, if a natural 
person, to whom the demand is directed or, if not a natural 
person, by any person having knowledge of the facts and cir-
cumstances relating to such production, to the effect that all 
of the documentary material required by the demand and in 
the possession, custody, or control of the person to whom the 
demand is directed has been produced and made available 
to the custodian. 
(11) SUBMISSION OF TANGIBLE THINGS.—The submission of 
tangible things in response to a civil investigative demand 
shall be made under a sworn certificate, in such form as the 
demand designates, by the person to whom the demand is 
directed or, if not a natural person, by any person having 
knowledge of the facts and circumstances relating to such 
production, to the effect that all of the tangible things required 
by the demand and in the possession, custody, or control of 
the person to whom the demand is directed have been submitted 
to the custodian. 
(12) SEPARATE ANSWERS.—Each reporting requirement or 
question in a civil investigative demand shall be answered 
separately and fully in writing under oath, unless it is objected 
Certificate. 
Certificate. 
Certificate. 
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124 STAT. 2022 
PUBLIC LAW 111–203—JULY 21, 2010 
to, in which event the reasons for the objection shall be stated 
in lieu of an answer, and it shall be submitted under a sworn 
certificate, in such form as the demand designates, by the 
person, if a natural person, to whom the demand is directed 
or, if not a natural person, by any person responsible for 
answering each reporting requirement or question, to the effect 
that all information required by the demand and in the posses-
sion, custody, control, or knowledge of the person to whom 
the demand is directed has been submitted. 
(13) TESTIMONY.— 
(A) IN GENERAL.— 
(i) OATH AND RECORDATION.—The examination of 
any person pursuant to a demand for oral testimony 
served under this subsection shall be taken before 
an officer authorized to administer oaths and affirma-
tions by the laws of the United States or of the place 
at which the examination is held. The officer before 
whom oral testimony is to be taken shall put the 
witness on oath or affirmation and shall personally, 
or by any individual acting under the direction of and 
in the presence of the officer, record the testimony 
of the witness. 
(ii) TRANSCRIPTION.—The testimony shall be taken 
stenographically and transcribed. 
(iii) TRANSMISSION TO CUSTODIAN.—After the testi-
mony is fully transcribed, the officer investigator before 
whom the testimony is taken shall promptly transmit 
a copy of the transcript of the testimony to the custo-
dian. 
(B) PARTIES PRESENT.—Any Bureau investigator before 
whom oral testimony is to be taken shall exclude from 
the place where the testimony is to be taken all other 
persons, except the person giving the testimony, the 
attorney for that person, the officer before whom the testi-
mony is to be taken, an investigator or representative 
of an agency with which the Bureau is engaged in a joint 
investigation, and any stenographer taking such testimony. 
(C) LOCATION.—The oral testimony of any person taken 
pursuant to a civil investigative demand shall be taken 
in the judicial district of the United States in which such 
person resides, is found, or transacts business, or in such 
other place as may be agreed upon by the Bureau investi-
gator before whom the oral testimony of such person is 
to be taken and such person. 
(D) ATTORNEY REPRESENTATION.— 
(i) IN GENERAL.—Any person compelled to appear 
under a civil investigative demand for oral testimony 
pursuant to this section may be accompanied, rep-
resented, and advised by an attorney. 
(ii) AUTHORITY.—The attorney may advise a person 
described in clause (i), in confidence, either upon the 
request of such person or upon the initiative of the 
attorney, with respect to any question asked of such 
person. 
(iii) OBJECTIONS.—A person described in clause (i), 
or the attorney for that person, may object on the 
record to any question, in whole or in part, and such 
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124 STAT. 2023 
PUBLIC LAW 111–203—JULY 21, 2010 
person shall briefly state for the record the reason 
for the objection. An objection may properly be made, 
received, and entered upon the record when it is 
claimed that such person is entitled to refuse to answer 
the question on grounds of any constitutional or other 
legal right or privilege, including the privilege against 
self-incrimination, but such person shall not otherwise 
object to or refuse to answer any question, and such 
person or attorney shall not otherwise interrupt the 
oral examination. 
(iv) REFUSAL TO ANSWER.—If a person described 
in clause (i) refuses to answer any question— 
(I) the Bureau may petition the district court 
of the United States pursuant to this section for 
an order compelling such person to answer such 
question; and 
(II) if the refusal is on grounds of the privilege 
against self-incrimination, the testimony of such 
person may be compelled in accordance with the 
provisions of section 6004 of title 18, United States 
Code. 
(E) TRANSCRIPTS.—For purposes of this subsection— 
(i) after the testimony of any witness is fully tran-
scribed, the Bureau investigator shall afford the wit-
ness (who may be accompanied by an attorney) a 
reasonable opportunity to examine the transcript; 
(ii) the transcript shall be read to or by the witness, 
unless such examination and reading are waived by 
the witness; 
(iii) any changes in form or substance which the 
witness desires to make shall be entered and identified 
upon the transcript by the Bureau investigator, with 
a statement of the reasons given by the witness for 
making such changes; 
(iv) the transcript shall be signed by the witness, 
unless the witness in writing waives the signing, is 
ill, cannot be found, or refuses to sign; and 
(v) if the transcript is not signed by the witness 
during the 30-day period following the date on which 
the witness is first afforded a reasonable opportunity 
to examine the transcript, the Bureau investigator 
shall sign the transcript and state on the record the 
fact of the waiver, illness, absence of the witness, or 
the refusal to sign, together with any reasons given 
for the failure to sign. 
(F) CERTIFICATION
BY
INVESTIGATOR.—The Bureau 
investigator shall certify on the transcript that the witness 
was duly sworn by him or her and that the transcript 
is a true record of the testimony given by the witness, 
and the Bureau investigator shall promptly deliver the 
transcript or send it by registered or certified mail to 
the custodian. 
(G) COPY
OF
TRANSCRIPT.—The Bureau investigator 
shall furnish a copy of the transcript (upon payment of 
reasonable charges for the transcript) to the witness only, 
except that the Bureau may for good cause limit such 
Time period. 
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124 STAT. 2024 
PUBLIC LAW 111–203—JULY 21, 2010 
witness to inspection of the official transcript of his testi-
mony. 
(H) WITNESS
FEES.—Any witness appearing for the 
taking of oral testimony pursuant to a civil investigative 
demand shall be entitled to the same fees and mileage 
which are paid to witnesses in the district courts of the 
United States. 
(d) CONFIDENTIAL TREATMENT OF DEMAND MATERIAL.— 
(1) IN
GENERAL.—Documentary materials and tangible 
things received as a result of a civil investigative demand 
shall be subject to requirements and procedures regarding con-
fidentiality, in accordance with rules established by the Bureau. 
(2) DISCLOSURE TO CONGRESS.—No rule established by the 
Bureau regarding the confidentiality of materials submitted 
to, or otherwise obtained by, the Bureau shall be intended 
to prevent disclosure to either House of Congress or to an 
appropriate committee of the Congress, except that the Bureau 
is permitted to adopt rules allowing prior notice to any party 
that owns or otherwise provided the material to the Bureau 
and had designated such material as confidential. 
(e) PETITION FOR ENFORCEMENT.— 
(1) IN
GENERAL.—Whenever any person fails to comply 
with any civil investigative demand duly served upon him 
under this section, or whenever satisfactory copying or repro-
duction of material requested pursuant to the demand cannot 
be accomplished and such person refuses to surrender such 
material, the Bureau, through such officers or attorneys as 
it may designate, may file, in the district court of the United 
States for any judicial district in which such person resides, 
is found, or transacts business, and serve upon such person, 
a petition for an order of such court for the enforcement of 
this section. 
(2) SERVICE OF PROCESS.—All process of any court to which 
application may be made as provided in this subsection may 
be served in any judicial district. 
(f) PETITION
FOR
ORDER
MODIFYING
OR
SETTING
ASIDE 
DEMAND.— 
(1) IN GENERAL.—Not later than 20 days after the service 
of any civil investigative demand upon any person under sub-
section (b), or at any time before the return date specified 
in the demand, whichever period is shorter, or within such 
period exceeding 20 days after service or in excess of such 
return date as may be prescribed in writing, subsequent to 
service, by any Bureau investigator named in the demand, 
such person may file with the Bureau a petition for an order 
by the Bureau modifying or setting aside the demand. 
(2) COMPLIANCE DURING PENDENCY.—The time permitted 
for compliance with the demand in whole or in part, as deter-
mined proper and ordered by the Bureau, shall not run during 
the pendency of a petition under paragraph (1) at the Bureau, 
except that such person shall comply with any portions of 
the demand not sought to be modified or set aside. 
(3) SPECIFIC
GROUNDS.—A petition under paragraph (1) 
shall specify each ground upon which the petitioner relies in 
seeking relief, and may be based upon any failure of the demand 
to comply with the provisions of this section, or upon any 
constitutional or other legal right or privilege of such person. 
Deadline. 
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124 STAT. 2025 
PUBLIC LAW 111–203—JULY 21, 2010 
(g) CUSTODIAL CONTROL.—At any time during which any custo-
dian is in custody or control of any documentary material, tangible 
things, reports, answers to questions, or transcripts of oral testi-
mony given by any person in compliance with any civil investigative 
demand, such person may file, in the district court of the United 
States for the judicial district within which the office of such custo-
dian is situated, and serve upon such custodian, a petition for 
an order of such court requiring the performance by such custodian 
of any duty imposed upon him by this section or rule promulgated 
by the Bureau. 
(h) JURISDICTION OF COURT.— 
(1) IN GENERAL.—Whenever any petition is filed in any 
district court of the United States under this section, such 
court shall have jurisdiction to hear and determine the matter 
so presented, and to enter such order or orders as may be 
required to carry out the provisions of this section. 
(2) APPEAL.—Any final order entered as described in para-
graph (1) shall be subject to appeal pursuant to section 1291 
of title 28, United States Code. 
SEC. 1053. HEARINGS AND ADJUDICATION PROCEEDINGS. 
(a) IN GENERAL.—The Bureau is authorized to conduct hearings 
and adjudication proceedings with respect to any person in the 
manner prescribed by chapter 5 of title 5, United States Code 
in order to ensure or enforce compliance with— 
(1) the provisions of this title, including any rules pre-
scribed by the Bureau under this title; and 
(2) any other Federal law that the Bureau is authorized 
to enforce, including an enumerated consumer law, and any 
regulations or order prescribed thereunder, unless such Federal 
law specifically limits the Bureau from conducting a hearing 
or adjudication proceeding and only to the extent of such limita-
tion. 
(b) SPECIAL RULES FOR CEASE-AND-DESIST PROCEEDINGS.— 
(1) ORDERS AUTHORIZED.— 
(A) IN
GENERAL.—If, in the opinion of the Bureau, 
any covered person or service provider is engaging or has 
engaged in an activity that violates a law, rule, or any 
condition imposed in writing on the person by the Bureau, 
the Bureau may, subject to sections 1024, 1025, and 1026, 
issue and serve upon the covered person or service provider 
a notice of charges in respect thereof. 
(B) CONTENT OF NOTICE.—The notice under subpara-
graph (A) shall contain a statement of the facts constituting 
the alleged violation or violations, and shall fix a time 
and place at which a hearing will be held to determine 
whether an order to cease and desist should issue against 
the covered person or service provider, such hearing to 
be held not earlier than 30 days nor later than 60 days 
after the date of service of such notice, unless an earlier 
or a later date is set by the Bureau, at the request of 
any party so served. 
(C) CONSENT.—Unless the party or parties served 
under subparagraph (B) appear at the hearing personally 
or by a duly authorized representative, such person shall 
be deemed to have consented to the issuance of the cease- 
and-desist order. 
Deadlines. 
12 USC 5563. 
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124 STAT. 2026 
PUBLIC LAW 111–203—JULY 21, 2010 
(D) PROCEDURE.—In the event of consent under 
subparagraph (C), or if, upon the record, made at any 
such hearing, the Bureau finds that any violation specified 
in the notice of charges has been established, the Bureau 
may issue and serve upon the covered person or service 
provider an order to cease and desist from the violation 
or practice. Such order may, by provisions which may be 
mandatory or otherwise, require the covered person or 
service provider to cease and desist from the subject 
activity, and to take affirmative action to correct the condi-
tions resulting from any such violation. 
(2) EFFECTIVENESS
OF
ORDER.—A cease-and-desist order 
shall become effective at the expiration of 30 days after the 
date of service of an order under paragraph (1) upon the covered 
person or service provider concerned (except in the case of 
a cease-and-desist order issued upon consent, which shall 
become effective at the time specified therein), and shall remain 
effective and enforceable as provided therein, except to such 
extent as the order is stayed, modified, terminated, or set 
aside by action of the Bureau or a reviewing court. 
(3) DECISION AND APPEAL.—Any hearing provided for in 
this subsection shall be held in the Federal judicial district 
or in the territory in which the residence or principal office 
or place of business of the person is located unless the person 
consents to another place, and shall be conducted in accordance 
with the provisions of chapter 5 of title 5 of the United States 
Code. After such hearing, and within 90 days after the Bureau 
has notified the parties that the case has been submitted to 
the Bureau for final decision, the Bureau shall render its deci-
sion (which shall include findings of fact upon which its decision 
is predicated) and shall issue and serve upon each party to 
the proceeding an order or orders consistent with the provisions 
of this section. Judicial review of any such order shall be 
exclusively as provided in this subsection. Unless a petition 
for review is timely filed in a court of appeals of the United 
States, as provided in paragraph (4), and thereafter until the 
record in the proceeding has been filed as provided in paragraph 
(4), the Bureau may at any time, upon such notice and in 
such manner as the Bureau shall determine proper, modify, 
terminate, or set aside any such order. Upon filing of the 
record as provided, the Bureau may modify, terminate, or set 
aside any such order with permission of the court. 
(4) APPEAL TO COURT OF APPEALS.—Any party to any pro-
ceeding under this subsection may obtain a review of any 
order served pursuant to this subsection (other than an order 
issued with the consent of the person concerned) by the filing 
in the court of appeals of the United States for the circuit 
in which the principal office of the covered person is located, 
or in the United States Court of Appeals for the District of 
Columbia Circuit, within 30 days after the date of service 
of such order, a written petition praying that the order of 
the Bureau be modified, terminated, or set aside. A copy of 
such petition shall be forthwith transmitted by the clerk of 
the court to the Bureau, and thereupon the Bureau shall file 
in the court the record in the proceeding, as provided in section 
2112 of title 28 of the United States Code. Upon the filing 
of such petition, such court shall have jurisdiction, which upon 
Records. 
Deadline. 
Petition. 
Deadline. 
Notification. 
Order. 
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124 STAT. 2027 
PUBLIC LAW 111–203—JULY 21, 2010 
the filing of the record shall except as provided in the last 
sentence of paragraph (3) be exclusive, to affirm, modify, termi-
nate, or set aside, in whole or in part, the order of the Bureau. 
Review of such proceedings shall be had as provided in chapter 
7 of title 5 of the United States Code. The judgment and 
decree of the court shall be final, except that the same shall 
be subject to review by the Supreme Court of the United 
States, upon certiorari, as provided in section 1254 of title 
28 of the United States Code. 
(5) NO
STAY.—The commencement of proceedings for 
judicial review under paragraph (4) shall not, unless specifically 
ordered by the court, operate as a stay of any order issued 
by the Bureau. 
(c) SPECIAL RULES
FOR TEMPORARY CEASE-AND-DESIST PRO-
CEEDINGS.— 
(1) IN GENERAL.—Whenever the Bureau determines that 
the violation specified in the notice of charges served upon 
a person, including a service provider, pursuant to subsection 
(b), or the continuation thereof, is likely to cause the person 
to be insolvent or otherwise prejudice the interests of consumers 
before the completion of the proceedings conducted pursuant 
to subsection (b), the Bureau may issue a temporary order 
requiring the person to cease and desist from any such violation 
or practice and to take affirmative action to prevent or remedy 
such insolvency or other condition pending completion of such 
proceedings. Such order may include any requirement author-
ized under this subtitle. Such order shall become effective upon 
service upon the person and, unless set aside, limited, or sus-
pended by a court in proceedings authorized by paragraph 
(2), shall remain effective and enforceable pending the comple-
tion of the administrative proceedings pursuant to such notice 
and until such time as the Bureau shall dismiss the charges 
specified in such notice, or if a cease-and-desist order is issued 
against the person, until the effective date of such order. 
(2) APPEAL.—Not later than 10 days after the covered per-
son or service provider concerned has been served with a tem-
porary cease-and-desist order, the person may apply to the 
United States district court for the judicial district in which 
the residence or principal office or place of business of the 
person is located, or the United States District Court for the 
District of Columbia, for an injunction setting aside, limiting, 
or suspending the enforcement, operation, or effectiveness of 
such order pending the completion of the administrative pro-
ceedings pursuant to the notice of charges served upon the 
person under subsection (b), and such court shall have jurisdic-
tion to issue such injunction. 
(3) INCOMPLETE OR INACCURATE RECORDS.— 
(A) TEMPORARY ORDER.—If a notice of charges served 
under subsection (b) specifies, on the basis of particular 
facts and circumstances, that the books and records of 
a covered person or service provider are so incomplete 
or inaccurate that the Bureau is unable to determine the 
financial condition of that person or the details or purpose 
of any transaction or transactions that may have a material 
effect on the financial condition of that person, the Bureau 
may issue a temporary order requiring— 
Deadline. 
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124 STAT. 2028 
PUBLIC LAW 111–203—JULY 21, 2010 
(i) the cessation of any activity or practice which 
gave rise, whether in whole or in part, to the incom-
plete or inaccurate state of the books or records; or 
(ii) affirmative action to restore such books or 
records to a complete and accurate state, until the 
completion of the proceedings under subsection (b)(1). 
(B) EFFECTIVE PERIOD.—Any temporary order issued 
under subparagraph (A)— 
(i) shall become effective upon service; and 
(ii) unless set aside, limited, or suspended by a 
court in proceedings under paragraph (2), shall remain 
in effect and enforceable until the earlier of— 
(I) the completion of the proceeding initiated 
under subsection (b) in connection with the notice 
of charges; or 
(II) the date the Bureau determines, by exam-
ination or otherwise, that the books and records 
of the covered person or service provider are 
accurate and reflect the financial condition thereof. 
(d) SPECIAL RULES FOR ENFORCEMENT OF ORDERS.— 
(1) IN GENERAL.—The Bureau may in its discretion apply 
to the United States district court within the jurisdiction of 
which the principal office or place of business of the person 
is located, for the enforcement of any effective and outstanding 
notice or order issued under this section, and such court shall 
have jurisdiction and power to order and require compliance 
herewith. 
(2) EXCEPTION.—Except as otherwise provided in this sub-
section, no court shall have jurisdiction to affect by injunction 
or otherwise the issuance or enforcement of any notice or order 
or to review, modify, suspend, terminate, or set aside any 
such notice or order. 
(e) RULES.—The Bureau shall prescribe rules establishing such 
procedures as may be necessary to carry out this section. 
SEC. 1054. LITIGATION AUTHORITY. 
(a) IN GENERAL.—If any person violates a Federal consumer 
financial law, the Bureau may, subject to sections 1024, 1025, 
and 1026, commence a civil action against such person to impose 
a civil penalty or to seek all appropriate legal and equitable relief 
including a permanent or temporary injunction as permitted by 
law. 
(b) REPRESENTATION.—The Bureau may act in its own name 
and through its own attorneys in enforcing any provision of this 
title, rules thereunder, or any other law or regulation, or in any 
action, suit, or proceeding to which the Bureau is a party. 
(c) COMPROMISE OF ACTIONS.—The Bureau may compromise 
or settle any action if such compromise is approved by the court. 
(d) NOTICE TO THE ATTORNEY GENERAL.— 
(1) IN GENERAL.—When commencing a civil action under 
Federal consumer financial law, or any rule thereunder, the 
Bureau shall notify the Attorney General and, with respect 
to a civil action against an insured depository institution or 
insured credit union, the appropriate prudential regulator. 
(2) NOTICE AND COORDINATION.— 
(A) NOTICE OF OTHER ACTIONS.—In addition to any 
notice required under paragraph (1), the Bureau shall 
12 USC 5564. 
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124 STAT. 2029 
PUBLIC LAW 111–203—JULY 21, 2010 
notify the Attorney General concerning any action, suit, 
or proceeding to which the Bureau is a party, except an 
action, suit, or proceeding that involves the offering or 
provision of consumer financial products or services. 
(B) COORDINATION.—In order to avoid conflicts and 
promote consistency regarding litigation of matters under 
Federal law, the Attorney General and the Bureau shall 
consult regarding the coordination of investigations and 
proceedings, including by negotiating an agreement for 
coordination by not later than 180 days after the designated 
transfer date. The agreement under this subparagraph 
shall include provisions to ensure that parallel investiga-
tions and proceedings involving the Federal consumer 
financial laws are conducted in a manner that avoids con-
flicts and does not impede the ability of the Attorney Gen-
eral to prosecute violations of Federal criminal laws. 
(C) RULE OF CONSTRUCTION.—Nothing in this para-
graph shall be construed to limit the authority of the 
Bureau under this title, including the authority to interpret 
Federal consumer financial law. 
(e) APPEARANCE BEFORE THE SUPREME COURT.—The Bureau 
may represent itself in its own name before the Supreme Court 
of the United States, provided that the Bureau makes a written 
request to the Attorney General within the 10-day period which 
begins on the date of entry of the judgment which would permit 
any party to file a petition for writ of certiorari, and the Attorney 
General concurs with such request or fails to take action within 
60 days of the request of the Bureau. 
(f) FORUM.—Any civil action brought under this title may be 
brought in a United States district court or in any court of com-
petent jurisdiction of a state in a district in which the defendant 
is located or resides or is doing business, and such court shall 
have jurisdiction to enjoin such person and to require compliance 
with any Federal consumer financial law. 
(g) TIME FOR BRINGING ACTION.— 
(1) IN GENERAL.—Except as otherwise permitted by law 
or equity, no action may be brought under this title more 
than 3 years after the date of discovery of the violation to 
which an action relates. 
(2) LIMITATIONS UNDER OTHER FEDERAL LAWS.— 
(A) IN GENERAL.—An action arising under this title 
does not include claims arising solely under enumerated 
consumer laws. 
(B) BUREAU AUTHORITY.—In any action arising solely 
under an enumerated consumer law, the Bureau may com-
mence, defend, or intervene in the action in accordance 
with the requirements of that provision of law, as 
applicable. 
(C) TRANSFERRED AUTHORITY.—In any action arising 
solely under laws for which authorities were transferred 
under subtitles F and H, the Bureau may commence, 
defend, or intervene in the action in accordance with the 
requirements of that provision of law, as applicable. 
SEC. 1055. RELIEF AVAILABLE. 
(a) ADMINISTRATIVE PROCEEDINGS OR COURT ACTIONS.— 
12 USC 5565. 
Deadlines. 
Consultation. 
Deadline. 
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124 STAT. 2030 
PUBLIC LAW 111–203—JULY 21, 2010 
(1) JURISDICTION.—The court (or the Bureau, as the case 
may be) in an action or adjudication proceeding brought under 
Federal consumer financial law, shall have jurisdiction to grant 
any appropriate legal or equitable relief with respect to a viola-
tion of Federal consumer financial law, including a violation 
of a rule or order prescribed under a Federal consumer financial 
law. 
(2) RELIEF.—Relief under this section may include, without 
limitation— 
(A) rescission or reformation of contracts; 
(B) refund of moneys or return of real property; 
(C) restitution; 
(D) disgorgement or compensation for unjust enrich-
ment; 
(E) payment of damages or other monetary relief; 
(F) public notification regarding the violation, including 
the costs of notification; 
(G) limits on the activities or functions of the person; 
and 
(H) civil money penalties, as set forth more fully in 
subsection (c). 
(3) NO EXEMPLARY OR PUNITIVE DAMAGES.—Nothing in this 
subsection shall be construed as authorizing the imposition 
of exemplary or punitive damages. 
(b) RECOVERY OF COSTS.—In any action brought by the Bureau, 
a State attorney general, or any State regulator to enforce any 
Federal consumer financial law, the Bureau, the State attorney 
general, or the State regulator may recover its costs in connection 
with prosecuting such action if the Bureau, the State attorney 
general, or the State regulator is the prevailing party in the action. 
(c) CIVIL MONEY PENALTY
IN COURT
AND ADMINISTRATIVE 
ACTIONS.— 
(1) IN GENERAL.—Any person that violates, through any 
act or omission, any provision of Federal consumer financial 
law shall forfeit and pay a civil penalty pursuant to this sub-
section. 
(2) PENALTY AMOUNTS.— 
(A) FIRST TIER.—For any violation of a law, rule, or 
final order or condition imposed in writing by the Bureau, 
a civil penalty may not exceed $5,000 for each day during 
which such violation or failure to pay continues. 
(B) SECOND TIER.—Notwithstanding paragraph (A), for 
any person that recklessly engages in a violation of a 
Federal consumer financial law, a civil penalty may not 
exceed $25,000 for each day during which such violation 
continues. 
(C) THIRD TIER.—Notwithstanding subparagraphs (A) 
and (B), for any person that knowingly violates a Federal 
consumer financial law, a civil penalty may not exceed 
$1,000,000 for each day during which such violation con-
tinues. 
(3) MITIGATING FACTORS.—In determining the amount of 
any penalty assessed under paragraph (2), the Bureau or the 
court shall take into account the appropriateness of the penalty 
with respect to— 
(A) the size of financial resources and good faith of 
the person charged; 
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124 STAT. 2031 
PUBLIC LAW 111–203—JULY 21, 2010 
(B) the gravity of the violation or failure to pay; 
(C) the severity of the risks to or losses of the con-
sumer, which may take into account the number of products 
or services sold or provided; 
(D) the history of previous violations; and 
(E) such other matters as justice may require. 
(4) AUTHORITY TO MODIFY OR REMIT PENALTY.—The Bureau 
may compromise, modify, or remit any penalty which may 
be assessed or had already been assessed under paragraph 
(2). The amount of such penalty, when finally determined, 
shall be exclusive of any sums owed by the person to the 
United States in connection with the costs of the proceeding, 
and may be deducted from any sums owing by the United 
States to the person charged. 
(5) NOTICE AND HEARING.—No civil penalty may be assessed 
under this subsection with respect to a violation of any Federal 
consumer financial law, unless— 
(A) the Bureau gives notice and an opportunity for 
a hearing to the person accused of the violation; or 
(B) the appropriate court has ordered such assessment 
and entered judgment in favor of the Bureau. 
SEC. 1056. REFERRALS FOR CRIMINAL PROCEEDINGS. 
If the Bureau obtains evidence that any person, domestic or 
foreign, has engaged in conduct that may constitute a violation 
of Federal criminal law, the Bureau shall transmit such evidence 
to the Attorney General of the United States, who may institute 
criminal proceedings under appropriate law. Nothing in this section 
affects any other authority of the Bureau to disclose information. 
SEC. 1057. EMPLOYEE PROTECTION. 
(a) IN GENERAL.—No covered person or service provider shall 
terminate or in any other way discriminate against, or cause to 
be terminated or discriminated against, any covered employee or 
any authorized representative of covered employees by reason of 
the fact that such employee or representative, whether at the initia-
tive of the employee or in the ordinary course of the duties of 
the employee (or any person acting pursuant to a request of the 
employee), has— 
(1) provided, caused to be provided, or is about to provide 
or cause to be provided, information to the employer, the 
Bureau, or any other State, local, or Federal, government 
authority or law enforcement agency relating to any violation 
of, or any act or omission that the employee reasonably believes 
to be a violation of, any provision of this title or any other 
provision of law that is subject to the jurisdiction of the Bureau, 
or any rule, order, standard, or prohibition prescribed by the 
Bureau; 
(2) testified or will testify in any proceeding resulting from 
the administration or enforcement of any provision of this title 
or any other provision of law that is subject to the jurisdiction 
of the Bureau, or any rule, order, standard, or prohibition 
prescribed by the Bureau; 
(3) filed, instituted, or caused to be filed or instituted 
any proceeding under any Federal consumer financial law; or 
(4) objected to, or refused to participate in, any activity, 
policy, practice, or assigned task that the employee (or other 
such person) reasonably believed to be in violation of any law, 
12 USC 5567. 
12 USC 5566. 
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124 STAT. 2032 
PUBLIC LAW 111–203—JULY 21, 2010 
rule, order, standard, or prohibition, subject to the jurisdiction 
of, or enforceable by, the Bureau. 
(b) DEFINITION OF COVERED EMPLOYEE.—For the purposes of 
this section, the term ‘‘covered employee’’ means any individual 
performing tasks related to the offering or provision of a consumer 
financial product or service. 
(c) PROCEDURES AND TIMETABLES.— 
(1) COMPLAINT.— 
(A) IN GENERAL.—A person who believes that he or 
she has been discharged or otherwise discriminated against 
by any person in violation of subsection (a) may, not later 
than 180 days after the date on which such alleged violation 
occurs, file (or have any person file on his or her behalf) 
a complaint with the Secretary of Labor alleging such 
discharge or discrimination and identifying the person 
responsible for such act. 
(B) ACTIONS OF SECRETARY OF LABOR.—Upon receipt 
of such a complaint, the Secretary of Labor shall notify, 
in writing, the person named in the complaint who is 
alleged to have committed the violation, of— 
(i) the filing of the complaint; 
(ii) the allegations contained in the complaint; 
(iii) the substance of evidence supporting the com-
plaint; and 
(iv) opportunities that will be afforded to such 
person under paragraph (2). 
(2) INVESTIGATION BY SECRETARY OF LABOR.— 
(A) IN GENERAL.—Not later than 60 days after the 
date of receipt of a complaint filed under paragraph (1), 
and after affording the complainant and the person named 
in the complaint who is alleged to have committed the 
violation that is the basis for the complaint an opportunity 
to submit to the Secretary of Labor a written response 
to the complaint and an opportunity to meet with a rep-
resentative of the Secretary of Labor to present statements 
from witnesses, the Secretary of Labor shall— 
(i) initiate an investigation and determine whether 
there is reasonable cause to believe that the complaint 
has merit; and 
(ii) notify the complainant and the person alleged 
to have committed the violation of subsection (a), in 
writing, of such determination. 
(B) NOTICE
OF
RELIEF
AVAILABLE.—If the Secretary 
of Labor concludes that there is reasonable cause to believe 
that a violation of subsection (a) has occurred, the Secretary 
of Labor shall, together with the notice under subparagraph 
(A)(ii), issue a preliminary order providing the relief pre-
scribed by paragraph (4)(B). 
(C) REQUEST FOR HEARING.—Not later than 30 days 
after the date of receipt of notification of a determination 
of the Secretary of Labor under this paragraph, either 
the person alleged to have committed the violation or the 
complainant may file objections to the findings or prelimi-
nary order, or both, and request a hearing on the record. 
The filing of such objections shall not operate to stay any 
reinstatement remedy contained in the preliminary order. 
Any such hearing shall be conducted expeditiously, and 
Order. 
Notification. 
Determination. 
Notification. 
Deadlines. 
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124 STAT. 2033 
PUBLIC LAW 111–203—JULY 21, 2010 
if a hearing is not requested in such 30-day period, the 
preliminary order shall be deemed a final order that is 
not subject to judicial review. 
(3) GROUNDS FOR DETERMINATION OF COMPLAINTS.— 
(A) IN GENERAL.—The Secretary of Labor shall dismiss 
a complaint filed under this subsection, and shall not con-
duct an investigation otherwise required under paragraph 
(2), unless the complainant makes a prima facie showing 
that any behavior described in paragraphs (1) through 
(4) of subsection (a) was a contributing factor in the 
unfavorable personnel action alleged in the complaint. 
(B) REBUTTAL EVIDENCE.—Notwithstanding a finding 
by the Secretary of Labor that the complainant has made 
the showing required under subparagraph (A), no investiga-
tion otherwise required under paragraph (2) shall be con-
ducted, if the employer demonstrates, by clear and con-
vincing evidence, that the employer would have taken the 
same unfavorable personnel action in the absence of that 
behavior. 
(C) EVIDENTIARY STANDARDS.—The Secretary of Labor 
may determine that a violation of subsection (a) has 
occurred only if the complainant demonstrates that any 
behavior described in paragraphs (1) through (4) of sub-
section (a) was a contributing factor in the unfavorable 
personnel action alleged in the complaint. Relief may not 
be ordered under subparagraph (A) if the employer dem-
onstrates by clear and convincing evidence that the 
employer would have taken the same unfavorable personnel 
action in the absence of that behavior. 
(4) ISSUANCE OF FINAL ORDERS; REVIEW PROCEDURES.— 
(A) TIMING.—Not later than 120 days after the date 
of conclusion of any hearing under paragraph (2), the Sec-
retary of Labor shall issue a final order providing the 
relief prescribed by this paragraph or denying the com-
plaint. At any time before issuance of a final order, a 
proceeding under this subsection may be terminated on 
the basis of a settlement agreement entered into by the 
Secretary of Labor, the complainant, and the person alleged 
to have committed the violation. 
(B) PENALTIES.— 
(i) ORDER OF SECRETARY OF LABOR.—If, in response 
to a complaint filed under paragraph (1), the Secretary 
of Labor determines that a violation of subsection (a) 
has occurred, the Secretary of Labor shall order the 
person who committed such violation— 
(I) to take affirmative action to abate the viola-
tion; 
(II) to reinstate the complainant to his or her 
former 
position, 
together 
with 
compensation 
(including back pay) and restore the terms, condi-
tions, and privileges associated with his or her 
employment; and 
(III) to provide compensatory damages to the 
complainant. 
(ii) PENALTY.—If an order is issued under clause 
(i), the Secretary of Labor, at the request of the 
complainant, shall assess against the person against 
Assessment. 
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124 STAT. 2034 
PUBLIC LAW 111–203—JULY 21, 2010 
whom the order is issued, a sum equal to the aggregate 
amount of all costs and expenses (including attorney 
fees and expert witness fees) reasonably incurred, as 
determined by the Secretary of Labor, by the complain-
ant for, or in connection with, the bringing of the 
complaint upon which the order was issued. 
(C) PENALTY FOR FRIVOLOUS CLAIMS.—If the Secretary 
of Labor finds that a complaint under paragraph (1) is 
frivolous or has been brought in bad faith, the Secretary 
of Labor may award to the prevailing employer a reason-
able attorney fee, not exceeding $1,000, to be paid by 
the complainant. 
(D) DE NOVO REVIEW.— 
(i) FAILURE
OF
THE
SECRETARY
TO
ACT.—If the 
Secretary of Labor has not issued a final order within 
210 days after the date of filing of a complaint under 
this subsection, or within 90 days after the date of 
receipt of a written determination, the complainant 
may bring an action at law or equity for de novo 
review in the appropriate district court of the United 
States having jurisdiction, which shall have jurisdiction 
over such an action without regard to the amount 
in controversy, and which action shall, at the request 
of either party to such action, be tried by the court 
with a jury. 
(ii) PROCEDURES.—A proceeding under clause (i) 
shall be governed by the same legal burdens of proof 
specified in paragraph (3). The court shall have juris-
diction to grant all relief necessary to make the 
employee 
whole, 
including 
injunctive 
relief 
and 
compensatory damages, including— 
(I) reinstatement with the same seniority 
status that the employee would have had, but 
for the discharge or discrimination; 
(II) the amount of back pay, with interest; 
and 
(III) compensation for any special damages 
sustained as a result of the discharge or discrimi-
nation, including litigation costs, expert witness 
fees, and reasonable attorney fees. 
(E) OTHER APPEALS.—Unless the complainant brings 
an action under subparagraph (D), any person adversely 
affected or aggrieved by a final order issued under subpara-
graph (A) may file a petition for review of the order in 
the United States Court of Appeals for the circuit in which 
the violation with respect to which the order was issued, 
allegedly occurred or the circuit in which the complainant 
resided on the date of such violation, not later than 60 
days after the date of the issuance of the final order of 
the Secretary of Labor under subparagraph (A). Review 
shall conform to chapter 7 of title 5, United States Code. 
The commencement of proceedings under this subpara-
graph shall not, unless ordered by the court, operate as 
a stay of the order. An order of the Secretary of Labor 
with respect to which review could have been obtained 
under this subparagraph shall not be subject to judicial 
review in any criminal or other civil proceeding. 
Deadline. 
Deadlines. 
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124 STAT. 2035 
PUBLIC LAW 111–203—JULY 21, 2010 
(5) FAILURE TO COMPLY WITH ORDER.— 
(A) ACTIONS BY THE SECRETARY.—If any person has 
failed to comply with a final order issued under paragraph 
(4), the Secretary of Labor may file a civil action in the 
United States district court for the district in which the 
violation was found to have occurred, or in the United 
States district court for the District of Columbia, to enforce 
such order. In actions brought under this paragraph, the 
district courts shall have jurisdiction to grant all appro-
priate relief including injunctive relief and compensatory 
damages. 
(B) CIVIL ACTIONS TO COMPEL COMPLIANCE.—A person 
on whose behalf an order was issued under paragraph 
(4) may commence a civil action against the person to 
whom such order was issued to require compliance with 
such order. The appropriate United States district court 
shall have jurisdiction, without regard to the amount in 
controversy or the citizenship of the parties, to enforce 
such order. 
(C) AWARD
OF
COSTS
AUTHORIZED.—The court, in 
issuing any final order under this paragraph, may award 
costs of litigation (including reasonable attorney and expert 
witness fees) to any party, whenever the court determines 
such award is appropriate. 
(D) MANDAMUS
PROCEEDINGS.—Any nondiscretionary 
duty imposed by this section shall be enforceable in a 
mandamus proceeding brought under section 1361 of title 
28, United States Code. 
(d) UNENFORCEABILITY OF CERTAIN AGREEMENTS.— 
(1) NO WAIVER OF RIGHTS AND REMEDIES.—Except as pro-
vided under paragraph (3), and notwithstanding any other 
provision of law, the rights and remedies provided for in this 
section may not be waived by any agreement, policy, form, 
or condition of employment, including by any predispute 
arbitration agreement. 
(2) NO PREDISPUTE ARBITRATION AGREEMENTS.—Except as 
provided under paragraph (3), and notwithstanding any other 
provision of law, no predispute arbitration agreement shall 
be valid or enforceable to the extent that it requires arbitration 
of a dispute arising under this section. 
(3) EXCEPTION.—Notwithstanding paragraphs (1) and (2), 
an arbitration provision in a collective bargaining agreement 
shall be enforceable as to disputes arising under subsection 
(a)(4), unless the Bureau determines, by rule, that such provi-
sion is inconsistent with the purposes of this title. 
SEC. 1058. EFFECTIVE DATE. 
This subtitle shall become effective on the designated transfer 
date. 
Subtitle F—Transfer of Functions and 
Personnel; Transitional Provisions 
SEC. 1061. TRANSFER OF CONSUMER FINANCIAL PROTECTION FUNC-
TIONS. 
(a) DEFINED TERMS.—For purposes of this subtitle— 
12 USC 5581. 
12 USC 5561 
note. 
Regulation. 
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124 STAT. 2036 
PUBLIC LAW 111–203—JULY 21, 2010 
(1) the term ‘‘consumer financial protection functions’’ 
means— 
(A) all authority to prescribe rules or issue orders 
or guidelines pursuant to any Federal consumer financial 
law, including performing appropriate functions to promul-
gate and review such rules, orders, and guidelines; and 
(B) the examination authority described in subsection 
(c)(1), with respect to a person described in subsection 
1025(a); and 
(2) the terms ‘‘transferor agency’’ and ‘‘transferor agencies’’ 
mean, respectively— 
(A) the Board of Governors (and any Federal reserve 
bank, as the context requires), the Federal Deposit Insur-
ance Corporation, the Federal Trade Commission, the 
National Credit Union Administration, the Office of the 
Comptroller of the Currency, the Office of Thrift Super-
vision, and the Department of Housing and Urban Develop-
ment, and the heads of those agencies; and 
(B) the agencies listed in subparagraph (A), collectively. 
(b) IN GENERAL.—Except as provided in subsection (c), con-
sumer financial protection functions are transferred as follows: 
(1) BOARD OF GOVERNORS.— 
(A) TRANSFER OF FUNCTIONS.—All consumer financial 
protection functions of the Board of Governors are trans-
ferred to the Bureau. 
(B) BOARD
OF
GOVERNORS
AUTHORITY.—The Bureau 
shall have all powers and duties that were vested in the 
Board of Governors, relating to consumer financial protec-
tion functions, on the day before the designated transfer 
date. 
(2) COMPTROLLER OF THE CURRENCY.— 
(A) TRANSFER OF FUNCTIONS.—All consumer financial 
protection functions of the Comptroller of the Currency 
are transferred to the Bureau. 
(B) COMPTROLLER AUTHORITY.—The Bureau shall have 
all powers and duties that were vested in the Comptroller 
of the Currency, relating to consumer financial protection 
functions, on the day before the designated transfer date. 
(3) DIRECTOR
OF
THE
OFFICE
OF
THRIFT
SUPERVISION.— 
(A) TRANSFER OF FUNCTIONS.—All consumer financial 
protection functions of the Director of the Office of Thrift 
Supervision are transferred to the Bureau. 
(B) DIRECTOR AUTHORITY.—The Bureau shall have all 
powers and duties that were vested in the Director of 
the Office of Thrift Supervision, relating to consumer finan-
cial protection functions, on the day before the designated 
transfer date. 
(4) FEDERAL DEPOSIT INSURANCE CORPORATION.— 
(A) TRANSFER OF FUNCTIONS.—All consumer financial 
protection functions of the Federal Deposit Insurance Cor-
poration are transferred to the Bureau. 
(B) CORPORATION AUTHORITY.—The Bureau shall have 
all powers and duties that were vested in the Federal 
Deposit Insurance Corporation, relating to consumer finan-
cial protection functions, on the day before the designated 
transfer date. 
(5) FEDERAL TRADE COMMISSION.— 
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124 STAT. 2037 
PUBLIC LAW 111–203—JULY 21, 2010 
(A) TRANSFER
OF
FUNCTIONS.—The authority of the 
Federal Trade Commission under an enumerated consumer 
law to prescribe rules, issue guidelines, or conduct a study 
or issue a report mandated under such law shall be trans-
ferred to the Bureau on the designated transfer date. 
Nothing in this title shall be construed to require a manda-
tory transfer of any employee of the Federal Trade Commis-
sion. 
(B) BUREAU AUTHORITY.— 
(i) IN GENERAL.—The Bureau shall have all powers 
and duties under the enumerated consumer laws to 
prescribe rules, issue guidelines, or to conduct studies 
or issue reports mandated by such laws, that were 
vested in the Federal Trade Commission on the day 
before the designated transfer date. 
(ii) FEDERAL TRADE COMMISSION ACT.—Subject to 
subtitle B, the Bureau may enforce a rule prescribed 
under the Federal Trade Commission Act by the Fed-
eral Trade Commission with respect to an unfair or 
deceptive act or practice to the extent that such rule 
applies to a covered person or service provider with 
respect to the offering or provision of a consumer finan-
cial product or service as if it were a rule prescribed 
under section 1031 of this title. 
(C) AUTHORITY OF THE FEDERAL TRADE COMMISSION.— 
(i) IN GENERAL.—No provision of this title shall 
be construed as modifying, limiting, or otherwise 
affecting the authority of the Federal Trade Commis-
sion (including its authority with respect to affiliates 
described in section 1025(a)(1)) under the Federal 
Trade Commission Act or any other law, other than 
the authority under an enumerated consumer law to 
prescribe rules, issue official guidelines, or conduct 
a study or issue a report mandated under such law. 
(ii) COMMISSION
AUTHORITY
RELATING
TO
RULES 
PRESCRIBED BY THE BUREAU.—Subject to subtitle B, 
the Federal Trade Commission shall have authority 
to enforce under the Federal Trade Commission Act 
(15 U.S.C. 41 et seq.) a rule prescribed by the Bureau 
under this title with respect to a covered person subject 
to the jurisdiction of the Federal Trade Commission 
under that Act, and a violation of such a rule by 
such a person shall be treated as a violation of a 
rule issued under section 18 of that Act (15 U.S.C. 
57a) with respect to unfair or deceptive acts or prac-
tices. 
(D) COORDINATION.—To avoid duplication of or conflict 
between rules prescribed by the Bureau under section 1031 
of this title and the Federal Trade Commission under sec-
tion 18(a)(1)(B) of the Federal Trade Commission Act that 
apply to a covered person or service provider with respect 
to the offering or provision of consumer financial products 
or services, the agencies shall negotiate an agreement with 
respect to rulemaking by each agency, including consulta-
tion with the other agency prior to proposing a rule and 
during the comment period. 
Contracts. 
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124 STAT. 2038 
PUBLIC LAW 111–203—JULY 21, 2010 
(E) DEFERENCE.—No provision of this title shall be 
construed as altering, limiting, expanding, or otherwise 
affecting the deference that a court affords to the— 
(i) Federal Trade Commission in making deter-
minations regarding the meaning or interpretation of 
any provision of the Federal Trade Commission Act, 
or of any other Federal law for which the Commission 
has authority to prescribe rules; or 
(ii) Bureau in making determinations regarding 
the meaning or interpretation of any provision of a 
Federal consumer financial law (other than any law 
described in clause (i)). 
(6) NATIONAL CREDIT UNION ADMINISTRATION.— 
(A) TRANSFER OF FUNCTIONS.—All consumer financial 
protection functions of the National Credit Union Adminis-
tration are transferred to the Bureau. 
(B) 
NATIONAL
CREDIT
UNION
ADMINISTRATION 
AUTHORITY.—The Bureau shall have all powers and duties 
that were vested in the National Credit Union Administra-
tion, relating to consumer financial protection functions, 
on the day before the designated transfer date. 
(7) DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT.— 
(A) TRANSFER OF FUNCTIONS.—All consumer protection 
functions of the Secretary of the Department of Housing 
and Urban Development relating to the Real Estate Settle-
ment Procedures Act of 1974 (12 U.S.C. 2601 et seq.), 
the Secure and Fair Enforcement for Mortgage Licensing 
Act of 2008 (12 U.S.C. 5102 et seq.), and the Interstate 
Land Sales Full Disclosure Act (15 U.S.C. 1701 et seq.) 
are transferred to the Bureau. 
(B) AUTHORITY OF THE DEPARTMENT OF HOUSING AND 
URBAN DEVELOPMENT.—The Bureau shall have all powers 
and duties that were vested in the Secretary of the Depart-
ment of Housing and Urban Development relating to the 
Real Estate Settlement Procedures Act of 1974 (12 U.S.C. 
2601 et seq.), the Secure and Fair Enforcement for Mort-
gage Licensing Act of 2008 (12 U.S.C. 5101 et seq.), and 
the Interstate Land Sales Full Disclosure Act (15 U.S.C. 
1701 et seq.), on the day before the designated transfer 
date. 
(c) AUTHORITIES OF THE PRUDENTIAL REGULATORS.— 
(1) EXAMINATION.—A transferor agency that is a prudential 
regulator shall have— 
(A) authority to require reports from and conduct 
examinations for compliance with Federal consumer finan-
cial laws with respect to a person described in section 
1025(a), that is incidental to the backup and enforcement 
procedures provided to the regulator under section 1025(c); 
and 
(B) exclusive authority (relative to the Bureau) to 
require reports from and conduct examinations for compli-
ance with Federal consumer financial laws with respect 
to a person described in section 1026(a), except as provided 
to the Bureau under subsections (b) and (c) of section 
1026. 
(2) ENFORCEMENT.— 
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124 STAT. 2039 
PUBLIC LAW 111–203—JULY 21, 2010 
(A) LIMITATION.—The authority of a transferor agency 
that is a prudential regulator to enforce compliance with 
Federal consumer financial laws with respect to a person 
described in section 1025(a), shall be limited to the backup 
and enforcement procedures in described in section 1025(c). 
(B) EXCLUSIVE AUTHORITY.—A transferor agency that 
is a prudential regulator shall have exclusive authority 
(relative to the Bureau) to enforce compliance with Federal 
consumer financial laws with respect to a person described 
in section 1026(a), except as provided to the Bureau under 
subsections (b) and (c) of section 1026. 
(C) STATUTORY ENFORCEMENT.—For purposes of car-
rying out the authorities under, and subject to the limita-
tions of, subtitle B, each prudential regulator may enforce 
compliance with the requirements imposed under this title, 
and any rule or order prescribed by the Bureau under 
this title, under— 
(i) the Federal Credit Union Act (12 U.S.C. 1751 
et seq.), by the National Credit Union Administration 
Board with respect to any covered person or service 
provider that is an insured credit union, or service 
provider thereto, or any affiliate of an insured credit 
union, who is subject to the jurisdiction of the Board 
under that Act; and 
(ii) section 8 of the Federal Deposit Insurance Act 
(12 U.S.C. 1818), by the appropriate Federal banking 
agency, as defined in section 3(q) of the Federal Deposit 
Insurance Act (12 U.S.C. 1813(q)), with respect to a 
covered person or service provider that is a person 
described in section 3(q) of that Act and who is subject 
to the jurisdiction of that agency, as set forth in sec-
tions 3(q) and 8 of the Federal Deposit Insurance Act; 
or 
(iii) the Bank Service Company Act (12 U.S.C. 
1861 et seq.). 
(d) EFFECTIVE DATE.—Subsections (b) and (c) shall become effec-
tive on the designated transfer date. 
SEC. 1062. DESIGNATED TRANSFER DATE. 
(a) IN GENERAL.—Not later than 60 days after the date of 
enactment of this Act, the Secretary shall— 
(1) in consultation with the Chairman of the Board of 
Governors, the Chairperson of the Corporation, the Chairman 
of the Federal Trade Commission, the Chairman of the National 
Credit Union Administration Board, the Comptroller of the 
Currency, the Director of the Office of Thrift Supervision, the 
Secretary of the Department of Housing and Urban Develop-
ment, and the Director of the Office of Management and Budget, 
designate a single calendar date for the transfer of functions 
to the Bureau under section 1061; and 
(2) publish notice of that designated date in the Federal 
Register. 
(b) CHANGING DESIGNATION.—The Secretary— 
(1) may, in consultation with the Chairman of the Board 
of Governors, the Chairperson of the Federal Deposit Insurance 
Corporation, the Chairman of the Federal Trade Commission, 
the Chairman of the National Credit Union Administration 
Notice. 
Federal Register, 
publication. 
Deadline. 
12 USC 5582. 
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124 STAT. 2040 
PUBLIC LAW 111–203—JULY 21, 2010 
Board, the Comptroller of the Currency, the Director of the 
Office of Thrift Supervision, the Secretary of the Department 
of Housing and Urban Development, and the Director of the 
Office of Management and Budget, change the date designated 
under subsection (a); and 
(2) shall publish notice of any changed designated date 
in the Federal Register. 
(c) PERMISSIBLE DATES.— 
(1) IN GENERAL.—Except as provided in paragraph (2), any 
date designated under this section shall be not earlier than 
180 days, nor later than 12 months, after the date of enactment 
of this Act. 
(2) EXTENSION OF TIME.—The Secretary may designate a 
date that is later than 12 months after the date of enactment 
of this Act if the Secretary transmits to appropriate committees 
of Congress— 
(A) a written determination that orderly implementa-
tion of this title is not feasible before the date that is 
12 months after the date of enactment of this Act; 
(B) an explanation of why an extension is necessary 
for the orderly implementation of this title; and 
(C) a description of the steps that will be taken to 
effect an orderly and timely implementation of this title 
within the extended time period. 
(3) EXTENSION LIMITED.—In no case may any date des-
ignated under this section be later than 18 months after the 
date of enactment of this Act. 
SEC. 1063. SAVINGS PROVISIONS. 
(a) BOARD OF GOVERNORS.— 
(1) EXISTING
RIGHTS, 
DUTIES, 
AND
OBLIGATIONS
NOT 
AFFECTED.—Section 1061(b)(1) does not affect the validity of 
any right, duty, or obligation of the United States, the Board 
of Governors (or any Federal reserve bank), or any other person 
that— 
(A) arises under any provision of law relating to any 
consumer financial protection function of the Board of Gov-
ernors transferred to the Bureau by this title; and 
(B) existed on the day before the designated transfer 
date. 
(2) CONTINUATION OF SUITS.—No provision of this Act shall 
abate any proceeding commenced by or against the Board of 
Governors (or any Federal reserve bank) before the designated 
transfer date with respect to any consumer financial protection 
function of the Board of Governors (or any Federal reserve 
bank) transferred to the Bureau by this title, except that the 
Bureau, subject to sections 1024, 1025, and 1026, shall be 
substituted for the Board of Governors (or Federal reserve 
bank) as a party to any such proceeding as of the designated 
transfer date. 
(b) FEDERAL DEPOSIT INSURANCE CORPORATION.— 
(1) EXISTING
RIGHTS, 
DUTIES, 
AND
OBLIGATIONS
NOT 
AFFECTED.—Section 1061(b)(4) does not affect the validity of 
any right, duty, or obligation of the United States, the Federal 
Deposit Insurance Corporation, the Board of Directors of that 
Corporation, or any other person, that— 
12 USC 5583. 
Determination. 
Time period. 
Notice. 
Federal Register, 
publication. 
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124 STAT. 2041 
PUBLIC LAW 111–203—JULY 21, 2010 
(A) arises under any provision of law relating to any 
consumer financial protection function of the Federal 
Deposit Insurance Corporation transferred to the Bureau 
by this title; and 
(B) existed on the day before the designated transfer 
date. 
(2) CONTINUATION OF SUITS.—No provision of this Act shall 
abate any proceeding commenced by or against the Federal 
Deposit Insurance Corporation (or the Board of Directors of 
that Corporation) before the designated transfer date with 
respect to any consumer financial protection function of the 
Federal Deposit Insurance Corporation transferred to the 
Bureau by this title, except that the Bureau, subject to sections 
1024, 1025, and 1026, shall be substituted for the Federal 
Deposit Insurance Corporation (or Board of Directors) as a 
party to any such proceeding as of the designated transfer 
date. 
(c) FEDERAL TRADE COMMISSION.—Section 1061(b)(5) does not 
affect the validity of any right, duty, or obligation of the United 
States, the Federal Trade Commission, or any other person, that— 
(1) arises under any provision of law relating to any con-
sumer financial protection function of the Federal Trade 
Commission transferred to the Bureau by this title; and 
(2) existed on the day before the designated transfer date. 
(d) NATIONAL CREDIT UNION ADMINISTRATION.— 
(1) EXISTING
RIGHTS, 
DUTIES, 
AND
OBLIGATIONS
NOT 
AFFECTED.—Section 1061(b)(6) does not affect the validity of 
any right, duty, or obligation of the United States, the National 
Credit Union Administration, the National Credit Union 
Administration Board, or any other person, that— 
(A) arises under any provision of law relating to any 
consumer financial protection function of the National 
Credit Union Administration transferred to the Bureau 
by this title; and 
(B) existed on the day before the designated transfer 
date. 
(2) CONTINUATION OF SUITS.—No provision of this Act shall 
abate any proceeding commenced by or against the National 
Credit Union Administration (or the National Credit Union 
Administration Board) before the designated transfer date with 
respect to any consumer financial protection function of the 
National Credit Union Administration transferred to the 
Bureau by this title, except that the Bureau, subject to sections 
1024, 1025, and 1026, shall be substituted for the National 
Credit Union Administration (or National Credit Union 
Administration Board) as a party to any such proceeding as 
of the designated transfer date. 
(e) OFFICE OF THE COMPTROLLER OF THE CURRENCY.— 
(1) EXISTING
RIGHTS, 
DUTIES, 
AND
OBLIGATIONS
NOT 
AFFECTED.—Section 1061(b)(2) does not affect the validity of 
any right, duty, or obligation of the United States, the Comp-
troller of the Currency, the Office of the Comptroller of the 
Currency, or any other person, that— 
(A) arises under any provision of law relating to any 
consumer financial protection function of the Comptroller 
of the Currency transferred to the Bureau by this title; 
and 
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124 STAT. 2042 
PUBLIC LAW 111–203—JULY 21, 2010 
(B) existed on the day before the designated transfer 
date. 
(2) CONTINUATION OF SUITS.—No provision of this Act shall 
abate any proceeding commenced by or against the Comptroller 
of the Currency (or the Office of the Comptroller of the Cur-
rency) with respect to any consumer financial protection func-
tion of the Comptroller of the Currency transferred to the 
Bureau by this title before the designated transfer date, except 
that the Bureau, subject to sections 1024, 1025, and 1026, 
shall be substituted for the Comptroller of the Currency (or 
the Office of the Comptroller of the Currency) as a party to 
any such proceeding as of the designated transfer date. 
(f) OFFICE OF THRIFT SUPERVISION.— 
(1) EXISTING
RIGHTS, 
DUTIES, 
AND
OBLIGATIONS
NOT 
AFFECTED.—Section 1061(b)(3) does not affect the validity of 
any right, duty, or obligation of the United States, the Director 
of the Office of Thrift Supervision, the Office of Thrift Super-
vision, or any other person, that— 
(A) arises under any provision of law relating to any 
consumer financial protection function of the Director of 
the Office of Thrift Supervision transferred to the Bureau 
by this title; and 
(B) that existed on the day before the designated 
transfer date. 
(2) CONTINUATION OF SUITS.—No provision of this Act shall 
abate any proceeding commenced by or against the Director 
of the Office of Thrift Supervision (or the Office of Thrift Super-
vision) with respect to any consumer financial protection func-
tion of the Director of the Office of Thrift Supervision trans-
ferred to the Bureau by this title before the designated transfer 
date, except that the Bureau, subject to sections 1024, 1025, 
and 1026, shall be substituted for the Director (or the Office 
of Thrift Supervision) as a party to any such proceeding as 
of the designated transfer date. 
(g) DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT.— 
(1) EXISTING
RIGHTS, 
DUTIES, 
AND
OBLIGATIONS
NOT 
AFFECTED.—Section 1061(b)(7) shall not affect the validity of 
any right, duty, or obligation of the United States, the Secretary 
of the Department of Housing and Urban Development (or 
the Department of Housing and Urban Development), or any 
other person, that— 
(A) arises under any provision of law relating to any 
function of the Secretary of the Department of Housing 
and Urban Development with respect to the Real Estate 
Settlement Procedures Act of 1974 (12 U.S.C. 2601 et seq.), 
the Secure and Fair Enforcement for Mortgage Licensing 
Act of 2008 (12 U.S.C. 5102 et seq.), or the Interstate 
Land Sales Full Disclosure Act (15 U.S.C. 1701 et seq) 
transferred to the Bureau by this title; and 
(B) existed on the day before the designated transfer 
date. 
(2) CONTINUATION
OF
SUITS.—This title shall not abate 
any proceeding commenced by or against the Secretary of the 
Department of Housing and Urban Development (or the Depart-
ment of Housing and Urban Development) with respect to 
any consumer financial protection function of the Secretary 
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124 STAT. 2043 
PUBLIC LAW 111–203—JULY 21, 2010 
of the Department of Housing and Urban Development trans-
ferred to the Bureau by this title before the designated transfer 
date, except that the Bureau, subject to sections 1024, 1025, 
and 1026, shall be substituted for the Secretary of the Depart-
ment of Housing and Urban Development (or the Department 
of Housing and Urban Development) as a party to any such 
proceeding as of the designated transfer date. 
(h) CONTINUATION OF EXISTING ORDERS, RULINGS, DETERMINA-
TIONS, AGREEMENTS, AND RESOLUTIONS.— 
(1) IN GENERAL.—Except as provided in paragraph (2) and 
under subsection (i), all orders, resolutions, determinations, 
agreements, and rulings that have been issued, made, pre-
scribed, or allowed to become effective by any transferor agency 
or by a court of competent jurisdiction, in the performance 
of consumer financial protection functions that are transferred 
by this title and that are in effect on the day before the 
designated transfer date, shall continue in effect, and shall 
continue to be enforceable by the appropriate transferor agency, 
according to the terms of those orders, resolutions, determina-
tions, agreements, and rulings, and shall not be enforceable 
by or against the Bureau. 
(2) EXCEPTION
FOR
ORDERS
APPLICABLE
TO
PERSONS 
DESCRIBED IN SECTION 1025(a).—All orders, resolutions, deter-
minations, agreements, and rulings that have been issued, 
made, prescribed, or allowed to become effective by any trans-
feror agency or by a court of competent jurisdiction, in the 
performance of consumer financial protection functions that 
are transferred by this title and that are in effect on the 
day before the designated transfer date with respect to any 
person described in section 1025(a), shall continue in effect, 
according to the terms of those orders, resolutions, determina-
tions, agreements, and rulings, and shall be enforceable by 
or against the Bureau or transferor agency. 
(i) IDENTIFICATION OF RULES AND ORDERS CONTINUED.—Not 
later than the designated transfer date, the Bureau— 
(1) shall, after consultation with the head of each transferor 
agency, identify the rules and orders that will be enforced 
by the Bureau; and 
(2) shall publish a list of such rules and orders in the 
Federal Register. 
(j) STATUS OF RULES PROPOSED OR NOT YET EFFECTIVE.— 
(1) PROPOSED RULES.—Any proposed rule of a transferor 
agency which that agency, in performing consumer financial 
protection functions transferred by this title, has proposed 
before the designated transfer date, but has not been published 
as a final rule before that date, shall be deemed to be a 
proposed rule of the Bureau. 
(2) RULES NOT YET EFFECTIVE.—Any interim or final rule 
of a transferor agency which that agency, in performing con-
sumer financial protection functions transferred by this title, 
has published before the designated transfer date, but which 
has not become effective before that date, shall become effective 
as a rule of the Bureau according to its terms. 
SEC. 1064. TRANSFER OF CERTAIN PERSONNEL. 
(a) IN GENERAL.— 
Determinations. 
12 USC 5584. 
List. 
Federal Register, 
publication. 
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124 STAT. 2044 
PUBLIC LAW 111–203—JULY 21, 2010 
(1) CERTAIN FEDERAL RESERVE SYSTEM EMPLOYEES TRANS-
FERRED.— 
(A) IDENTIFYING
EMPLOYEES
FOR
TRANSFER.—The 
Bureau and the Board of Governors shall— 
(i) jointly determine the number of employees of 
the Board of Governors necessary to perform or support 
the consumer financial protection functions of the 
Board of Governors that are transferred to the Bureau 
by this title; and 
(ii) consistent with the number determined under 
clause (i), jointly identify employees of the Board of 
Governors for transfer to the Bureau, in a manner 
that the Bureau and the Board of Governors, in their 
sole discretion, determine equitable. 
(B) 
IDENTIFIED
EMPLOYEES
TRANSFERRED.—All 
employees of the Board of Governors identified under 
subparagraph (A)(ii) shall be transferred to the Bureau 
for employment. 
(C) FEDERAL RESERVE BANK EMPLOYEES.—Employees 
of any Federal reserve bank who are performing consumer 
financial protection functions on behalf of the Board of 
Governors shall be treated as employees of the Board of 
Governors for purposes of subparagraphs (A) and (B). 
(2) CERTAIN FDIC EMPLOYEES TRANSFERRED.— 
(A) IDENTIFYING
EMPLOYEES
FOR
TRANSFER.—The 
Bureau and the Board of Directors of the Federal Deposit 
Insurance Corporation shall— 
(i) jointly determine the number of employees of 
that Corporation necessary to perform or support the 
consumer financial protection functions of the Corpora-
tion that are transferred to the Bureau by this title; 
and 
(ii) consistent with the number determined under 
clause (i), jointly identify employees of the Corporation 
for transfer to the Bureau, in a manner that the 
Bureau and the Board of Directors of the Corporation, 
in their sole discretion, determine equitable. 
(B) 
IDENTIFIED
EMPLOYEES
TRANSFERRED.—All 
employees of the Corporation identified under subpara-
graph (A)(ii) shall be transferred to the Bureau for employ-
ment. 
(3) CERTAIN NCUA EMPLOYEES TRANSFERRED.— 
(A) IDENTIFYING
EMPLOYEES
FOR
TRANSFER.—The 
Bureau and the National Credit Union Administration 
Board shall— 
(i) jointly determine the number of employees of 
the National Credit Union Administration necessary 
to perform or support the consumer financial protection 
functions of the National Credit Union Administration 
that are transferred to the Bureau by this title; and 
(ii) consistent with the number determined under 
clause (i), jointly identify employees of the National 
Credit Union Administration for transfer to the 
Bureau, in a manner that the Bureau and the National 
Credit Union Administration Board, in their sole 
discretion, determine equitable. 
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124 STAT. 2045 
PUBLIC LAW 111–203—JULY 21, 2010 
(B) 
IDENTIFIED
EMPLOYEES
TRANSFERRED.—All 
employees of the National Credit Union Administration 
identified under subparagraph (A)(ii) shall be transferred 
to the Bureau for employment. 
(4) CERTAIN OFFICE OF THE COMPTROLLER OF THE CURRENCY 
EMPLOYEES TRANSFERRED.— 
(A) IDENTIFYING
EMPLOYEES
FOR
TRANSFER.—The 
Bureau and the Comptroller of the Currency shall— 
(i) jointly determine the number of employees of 
the Office of the Comptroller of the Currency necessary 
to perform or support the consumer financial protection 
functions of the Office of the Comptroller of the Cur-
rency that are transferred to the Bureau by this title; 
and 
(ii) consistent with the number determined under 
clause (i), jointly identify employees of the Office of 
the Comptroller of the Currency for transfer to the 
Bureau, in a manner that the Bureau and the Office 
of the Comptroller of the Currency, in their sole discre-
tion, determine equitable. 
(B) 
IDENTIFIED
EMPLOYEES
TRANSFERRED.—All 
employees of the Office of the Comptroller of the Currency 
identified under subparagraph (A)(ii) shall be transferred 
to the Bureau for employment. 
(5) CERTAIN
OFFICE
OF
THRIFT
SUPERVISION
EMPLOYEES 
TRANSFERRED.— 
(A) IDENTIFYING
EMPLOYEES
FOR
TRANSFER.—The 
Bureau and the Director of the Office of Thrift Supervision 
shall— 
(i) jointly determine the number of employees of 
the Office of Thrift Supervision necessary to perform 
or support the consumer financial protection functions 
of the Office of Thrift Supervision that are transferred 
to the Bureau by this title; and 
(ii) consistent with the number determined under 
clause (i), jointly identify employees of the Office of 
Thrift Supervision for transfer to the Bureau, in a 
manner that the Bureau and the Office of Thrift Super-
vision, in their sole discretion, determine equitable. 
(B) 
IDENTIFIED
EMPLOYEES
TRANSFERRED.—All 
employees of the Office of Thrift Supervision identified 
under subparagraph (A)(ii) shall be transferred to the 
Bureau for employment. 
(6) CERTAIN EMPLOYEES OF DEPARTMENT OF HOUSING AND 
URBAN DEVELOPMENT TRANSFERRED.— 
(A) IDENTIFYING
EMPLOYEES
FOR
TRANSFER.—The 
Bureau and the Secretary of the Department of Housing 
and Urban Development shall— 
(i) jointly determine the number of employees of 
the Department of Housing and Urban Development 
necessary to perform or support the consumer protec-
tion functions of the Department that are transferred 
to the Bureau by this title; and 
(ii) consistent with the number determined under 
clause (i), jointly identify employees of the Department 
of Housing and Urban Development for transfer to 
the Bureau in a manner that the Bureau and the 
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124 STAT. 2046 
PUBLIC LAW 111–203—JULY 21, 2010 
Secretary of the Department of Housing and Urban 
Development, in their sole discretion, deem equitable. 
(B) 
IDENTIFIED
EMPLOYEES
TRANSFERRED.—All 
employees of the Department of Housing and Urban 
Development identified under subparagraph (A)(ii) shall 
be transferred to the Bureau for employment. 
(7) CONSUMER EDUCATION, FINANCIAL LITERACY, CONSUMER 
COMPLAINTS, AND RESEARCH FUNCTIONS.—The Bureau and each 
of the transferor agencies (except the Federal Trade Commis-
sion) shall jointly determine the number of employees and 
the types and grades of employees necessary to perform the 
functions of the Bureau under subtitle A, including consumer 
education, financial literacy, policy analysis, responses to con-
sumer complaints and inquiries, research, and similar func-
tions. All employees jointly identified under this paragraph 
shall be transferred to the Bureau for employment. 
(8) AUTHORITY OF THE PRESIDENT TO RESOLVE DISPUTES.— 
(A) ACTION AUTHORIZED.—In the event that the Bureau 
and a transferor agency are unable to reach an agreement 
under paragraphs (1) through (7) by the designated transfer 
date, the President, or the designee thereof, may issue 
an order or directive to the transferor agency to effect 
the transfer of personnel and property under this subtitle. 
(B) TRANSMITTAL TO CONGRESS REQUIRED.—If an order 
or directive is issued under subparagraph (A), the President 
shall transmit a copy of the written determination made 
with respect to such order or directive, including an expla-
nation for the need for the order or directive, to the Com-
mittee on Banking, Housing, and Urban Affairs and the 
Committee on Appropriations of the Senate and the Com-
mittee on Financial Services and the Committee on Appro-
priations of the House of Representatives. 
(C) SUNSET.—The authority provided in this paragraph 
shall terminate 3 years after the designated transfer date. 
(9) APPOINTMENT AUTHORITY FOR EXCEPTED SERVICE AND 
SENIOR EXECUTIVE SERVICE TRANSFERRED.— 
(A) IN GENERAL.—In the case of an employee occupying 
a position in the excepted service or the Senior Executive 
Service, any appointment authority established pursuant 
to law or regulations of the Office of Personnel Management 
for filling such positions shall be transferred, subject to 
subparagraph (B). 
(B) DECLINING
TRANSFERS
ALLOWED.—An agency or 
entity may decline to make a transfer of authority under 
subparagraph (A) (and the employees appointed pursuant 
thereto) to the extent that such authority relates to posi-
tions excepted from the competitive service because of their 
confidential, policy-making, policy-determining, or policy- 
advocating character, and non-career positions in the 
Senior Executive Service (within the meaning of section 
3132(a)(7) of title 5, United States Code). 
(b) TIMING OF TRANSFERS AND POSITION ASSIGNMENTS.—Each 
employee to be transferred under this section shall— 
(1) be transferred not later than 90 days after the des-
ignated transfer date; and 
(2) receive notice of a position assignment not later than 
120 days after the effective date of his or her transfer. 
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124 STAT. 2047 
PUBLIC LAW 111–203—JULY 21, 2010 
(c) TRANSFER OF FUNCTION.— 
(1) IN GENERAL.—Notwithstanding any other provision of 
law, the transfer of employees shall be deemed a transfer 
of functions for the purpose of section 3503 of title 5, United 
States Code. 
(2) PRIORITY OF THIS TITLE.—If any provisions of this title 
conflict with any protection provided to transferred employees 
under section 3503 of title 5, United States Code, the provisions 
of this title shall control. 
(d) EQUAL STATUS AND TENURE POSITIONS.— 
(1) EMPLOYEES TRANSFERRED FROM THE FEDERAL RESERVE 
SYSTEM, FDIC, HUD, NCUA, OCC, AND OTS.—Each employee trans-
ferred to the Bureau from the Board of Governors, a Federal 
reserve bank, the Federal Deposit Insurance Corporation, the 
Department of Housing and Urban Development, the National 
Credit Union Administration, the Office of the Comptroller 
of the Currency, or the Office of Thrift Supervision shall be 
placed in a position at the Bureau with the same status and 
tenure as that employee held on the day before the designated 
transfer date. 
(2) EMPLOYEES TRANSFERRED FROM THE FEDERAL RESERVE 
SYSTEM.—For purposes of determining the status and position 
placement of a transferred employee, any period of service 
with the Board of Governors or a Federal reserve bank shall 
be credited as a period of service with a Federal agency. 
(e) ADDITIONAL
CERTIFICATION
REQUIREMENTS
LIMITED.— 
Examiners transferred to the Bureau are not subject to any addi-
tional certification requirements before being placed in a comparable 
examiner position at the Bureau examining the same types of 
institutions as they examined before they were transferred. 
(f) PERSONNEL ACTIONS LIMITED.— 
(1) 2-YEAR PROTECTION.—Except as provided in paragraph 
(2), each transferred employee holding a permanent position 
on the day before the designated transfer date may not, during 
the 2-year period beginning on the designated transfer date, 
be involuntarily separated, or involuntarily reassigned outside 
his or her locality pay area. 
(2) EXCEPTIONS.—Paragraph (1) does not limit the right 
of the Bureau— 
(A) to separate an employee for cause or for unaccept-
able performance; 
(B) to terminate an appointment to a position excepted 
from the competitive service because of its confidential 
policy-making, policy-determining, or policy-advocating 
character; or 
(C) to reassign a supervisory employee outside of his 
or her locality pay area when the Bureau determines that 
the reassignment is necessary for the efficient operation 
of the Bureau. 
(g) PAY.— 
(1) 2-YEAR PROTECTION.— 
(A) IN GENERAL.—Except as provided in paragraph (2), 
each transferred employee shall, during the 2-year period 
beginning on the designated transfer date, receive pay at 
a rate equal to not less than the basic rate of pay (including 
any geographic differential) that the employee received 
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124 STAT. 2048 
PUBLIC LAW 111–203—JULY 21, 2010 
during the pay period immediately preceding the date of 
transfer. 
(B) LIMITATION.—Notwithstanding subparagraph (A), 
if the employee was receiving a higher rate of basic pay 
on a temporary basis (because of a temporary assignment, 
temporary promotion, or other temporary action) imme-
diately before the date of transfer, the Bureau may reduce 
the rate of basic pay on the date on which the rate would 
have been reduced but for the transfer, and the protected 
rate for the remainder of the 2-year period shall be the 
reduced rate that would have applied, but for the transfer. 
(2) EXCEPTIONS.—Paragraph (1) does not limit the right 
of the Bureau to reduce the rate of basic pay of a transferred 
employee— 
(A) for cause; 
(B) for unacceptable performance; or 
(C) with the consent of the employee. 
(3) PROTECTION
ONLY
WHILE
EMPLOYED.—Paragraph (1) 
applies to a transferred employee only while that employee 
remains employed by the Bureau. 
(4) PAY
INCREASES
PERMITTED.—Paragraph (1) does not 
limit the authority of the Bureau to increase the pay of a 
transferred employee. 
(h) REORGANIZATION.— 
(1) BETWEEN 1ST AND 3RD YEAR.— 
(A) IN GENERAL.—If the Bureau determines, during 
the 2-year period beginning 1 year after the designated 
transfer date, that a reorganization of the staff of the 
Bureau is required— 
(i) that reorganization shall be deemed a ‘‘substan-
tial reorganization’’ for purposes of affording affected 
employees retirement under section 8336(d)(2) or 
8414(b)(1)(B) of title 5, United States Code; 
(ii) before the reorganization occurs, all employees 
in the same locality pay area as defined by the Office 
of Personnel Management shall be placed in a uniform 
position classification system; and 
(iii) any resulting reduction in force shall be gov-
erned by the provisions of chapter 35 of title 5, United 
States Code, except that the Bureau shall— 
(I) establish competitive areas (as that term 
is defined in regulations issued by the Office of 
Personnel Management) to include at a minimum 
all employees in the same locality pay area as 
defined by the Office of Personnel Management; 
(II) establish competitive levels (as that term 
is defined in regulations issued by the Office of 
Personnel Management) without regard to whether 
the particular employees have been appointed to 
positions in the competitive service or the excepted 
service; and 
(III) afford employees appointed to positions 
in the excepted service (other than to a position 
excepted from the competitive service because of 
its confidential policy-making, policy-determining, 
or policy-advocating character) the same assign-
ment rights to positions within the Bureau as 
Determination. 
Time period. 
Applicability. 
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124 STAT. 2049 
PUBLIC LAW 111–203—JULY 21, 2010 
employees appointed to positions in the competi-
tive service. 
(B) SERVICE CREDIT FOR REDUCTIONS IN FORCE.—For 
purposes of this paragraph, periods of service with a Fed-
eral home loan bank, a joint office of the Federal home 
loan banks, the Board of Governors, a Federal reserve 
bank, the Federal Deposit Insurance Corporation, or the 
National Credit Union Administration shall be credited 
as periods of service with a Federal agency. 
(2) AFTER 3RD YEAR.— 
(A) IN GENERAL.—If the Bureau determines, at any 
time after the 3-year period beginning on the designated 
transfer date, that a reorganization of the staff of the 
Bureau is required, any resulting reduction in force shall 
be governed by the provisions of chapter 35 of title 5, 
United States Code, except that the Bureau shall establish 
competitive levels (as that term is defined in regulations 
issued by the Office of Personnel Management) without 
regard to types of appointment held by particular 
employees transferred under this section. 
(B) SERVICE CREDIT FOR REDUCTIONS IN FORCE.—For 
purposes of this paragraph, periods of service with a Fed-
eral home loan bank, a joint office of the Federal home 
loan banks, the Board of Governors, a Federal reserve 
bank, the Federal Deposit Insurance Corporation, or the 
National Credit Union Administration shall be credited 
as periods of service with a Federal agency. 
(i) BENEFITS.— 
(1) RETIREMENT BENEFITS FOR TRANSFERRED EMPLOYEES.— 
(A) IN GENERAL.— 
(i) CONTINUATION OF EXISTING RETIREMENT PLAN.— 
Unless an election is made under clause (iii) or 
subparagraph (B), each employee transferred pursuant 
to this subtitle shall remain enrolled in the existing 
retirement plan of that employee as of the date of 
transfer, through any period of continuous employment 
with the Bureau. 
(ii) EMPLOYER CONTRIBUTION.—The Bureau shall 
pay any employer contributions to the existing retire-
ment plan of each transferred employee, as required 
under that plan. 
(iii) OPTION TO ELECT INTO THE FEDERAL RESERVE 
SYSTEM
RETIREMENT
PLAN
AND
FEDERAL
RESERVE 
SYSTEM
THRIFT
PLAN.—Any employee transferred 
pursuant to this subtitle may, during the 1-year period 
beginning 6 months after the designated transfer date, 
elect to end their participation and benefit accruals 
under their existing retirement plan or plans and elect 
to participate in both the Federal Reserve System 
Retirement Plan and the Federal Reserve System 
Thrift Plan, through any period of continuous employ-
ment with the Bureau, under the same terms as are 
applicable to Federal Reserve System transferred 
employees, as provided in subparagraph (C). An elec-
tion of coverage by the Federal Reserve System Retire-
ment Plan and the Federal Reserve System Thrift Plan 
shall begin on the day following the end of the 18- 
Effective date. 
Payments. 
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124 STAT. 2050 
PUBLIC LAW 111–203—JULY 21, 2010 
month period beginning on the designated transfer 
date, and benefit accruals under the existing retire-
ment plan of the transferred employee shall end on 
the last day of the 18-month period beginning on the 
designated transfer date If an employee elects to 
participate in the Federal Reserve System Retirement 
Plan and the Federal Reserve System Thrift Plan, 
all of the service of the employee that was creditable 
under their existing retirement plan shall be trans-
ferred to the Federal Reserve System Retirement Plan 
on the day following the end of the 18-month period 
beginning on the designated transfer date. 
(iv) BUREAU CONTRIBUTION.—The Bureau shall pay 
an employer contribution to the Federal Reserve 
System Retirement Plan, in the amount established 
as an employer contribution under the Federal 
Employees Retirement System, as established under 
chapter 84 of title 5, United States Code, for each 
Bureau employee who elects to participate in the Fed-
eral Reserve System Retirement Plan under this 
subparagraph. The Bureau shall pay an employer con-
tribution to the Federal Reserve System Thrift Plan 
for each Bureau employee who elects to participate 
in such plan, as required under the terms of the Fed-
eral Reserve System Thrift Plan. 
(v) ADDITIONAL
FUNDING.—The Bureau shall 
transfer to the Federal Reserve System Retirement 
Plan an amount determined by the Board of Governors, 
in consultation with the Bureau, to be necessary to 
reimburse the Federal Reserve System Retirement 
Plan for the costs to such plan of providing benefits 
to employees electing coverage under the Federal 
Reserve System Retirement Plan under subparagraph 
(iii), and who were transferred to the Bureau from 
outside of the Federal Reserve System. 
(vi) OPTION TO ELECT INTO THRIFT PLAN CREATED 
BY THE BUREAU.—If the Bureau chooses to establish 
a thrift plan, the employees transferred pursuant to 
this subtitle shall have the option to elect, under such 
terms and conditions as the Bureau may establish, 
coverage under such a thrift plan established by the 
Bureau. Transferred employees may not remain in the 
thrift plan of the agency from which the employee 
transferred under this subtitle, if the employee elects 
to participate in a thrift plan established by the 
Bureau. 
(B) OPTION FOR EMPLOYEES TRANSFERRED FROM FED-
ERAL RESERVE SYSTEM TO BE SUBJECT TO THE FEDERAL 
EMPLOYEE RETIREMENT PROGRAM.— 
(i) ELECTION.—Any Federal Reserve System trans-
ferred employee who was enrolled in the Federal 
Reserve System Retirement Plan on the day before 
the date of his or her transfer to the Bureau may, 
during the 1-year period beginning 6 months after 
the designated transfer date, elect to be subject to 
the Federal Employee Retirement Program. 
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124 STAT. 2051 
PUBLIC LAW 111–203—JULY 21, 2010 
(ii) EFFECTIVE
DATE
OF
COVERAGE.—An election 
of coverage by the Federal Employee Retirement Pro-
gram under this subparagraph shall begin on the day 
following the end of the 18-month period beginning 
on the designated transfer date, and benefit accruals 
under the existing retirement plan of the Federal 
Reserve System transferred employee shall end on the 
last day of the 18-month period beginning on the des-
ignated transfer date. 
(C) BUREAU
PARTICIPATION
IN
FEDERAL
RESERVE 
SYSTEM RETIREMENT PLAN.— 
(i) BENEFITS PROVIDED.—Federal Reserve System 
employees transferred pursuant to this subtitle shall 
continue to be eligible to participate in the Federal 
Reserve System Retirement Plan and Federal Reserve 
System Thrift Plan through any period of continuous 
employment with the Bureau, unless the employee 
makes an election under subparagraph (A)(vi) or (B). 
The retirement benefits, formulas, and features offered 
to the Federal Reserve System transferred employees 
shall be the same as those offered to employees of 
the Board of Governors who participate in the Federal 
Reserve System Retirement Plan and the Federal 
Reserve System Thrift Plan, as amended from time 
to time. 
(ii) LIMITATION.—The Bureau shall not have 
responsibility or authority— 
(I) to amend an existing retirement plan 
(including the Federal Reserve System Retirement 
Plan or Federal Reserve System Thrift Plan); 
(II) for administering an existing retirement 
plan (including the Federal Reserve System Retire-
ment Plan or Federal Reserve System Thrift Plan); 
or 
(III) for ensuring the plans comply with 
applicable laws, fiduciary rules, and related 
responsibilities. 
(iii) TAX QUALIFIED STATUS.—Notwithstanding any 
other provision of law, providing benefits to Federal 
Reserve System employees transferred to the Bureau 
pursuant to this subtitle, and to employees who elect 
coverage pursuant to subparagraph (A)(iii) or under 
section 1013(a)(2)(B), shall not cause any existing 
retirement plan (including the Federal Reserve System 
Retirement Plan and the Federal Reserve System 
Thrift Plan) to lose its tax-qualified status under sec-
tions 401(a) and 501(a) of the Internal Revenue Code 
of 1986. 
(iv) BUREAU CONTRIBUTION.—The Bureau shall pay 
any employer contributions to the existing retirement 
plan (including the Federal Reserve System Retirement 
Plan and the Federal Reserve System Thrift Plan) 
for each Federal Reserve System transferred employee 
participating in those plans, as required under the 
plan, after the designated transfer date. 
(v) CONTROLLED GROUP STATUS.—The Bureau is 
the same employer as the Federal Reserve System 
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124 STAT. 2052 
PUBLIC LAW 111–203—JULY 21, 2010 
(as comprised of the Board of Governors and each 
of the 12 Federal reserve banks prior to the date of 
enactment of this Act) for purposes of subsections (b), 
(c), (m), and (o) of section 414 of the Internal Revenue 
Code of 1986 (26 U.S.C. 414). 
(D) DEFINITIONS.—For purposes of this paragraph— 
(i) the term ‘‘existing retirement plan’’ means, with 
respect to an employee transferred pursuant to this 
subtitle, the retirement plan (including the Financial 
Institutions Retirement Fund) and any associated 
thrift savings plan, of the agency from which the 
employee was transferred under this subtitle, in which 
the employee was enrolled on the day before the date 
on which the employee was transferred; 
(ii) the term ‘‘Federal Employee Retirement Pro-
gram’’ means either the Civil Service Retirement 
System established under chapter 83 of title 5, United 
States Code, or the Federal Employees Retirement 
System established under chapter 84 of title 5, United 
States Code, depending upon the service history of 
the individual; 
(iii) the term ‘‘Federal Reserve System transferred 
employee’’ means a transferred employee who is an 
employee of the Board of Governors or a Federal 
reserve bank on the day before the designated transfer 
date, and who is transferred to the Bureau on the 
designated transfer date pursuant to this subtitle; 
(iv) the term ‘‘Federal Reserve System Retirement 
Plan’’ means the Retirement Plan for Employees of 
the Federal Reserve System; and 
(v) the term ‘‘Federal Reserve System Thrift Plan’’ 
means the Thrift Plan for Employees of the Federal 
Reserve System. 
(2) BENEFITS
OTHER
THAN
RETIREMENT
BENEFITS
FOR 
TRANSFERRED EMPLOYEES.— 
(A) DURING 1ST YEAR.— 
(i) EXISTING
PLANS
CONTINUE.—Each employee 
transferred pursuant to this subtitle may, for 1 year 
after the designated transfer date, retain membership 
in any other employee benefit program of the agency 
or bank from which the employee transferred, including 
a medical, dental, vision, long term care, or life insur-
ance program, to which the employee belonged on the 
day before the designated transfer date. 
(ii) EMPLOYER CONTRIBUTION.—The Bureau shall 
reimburse the agency or bank from which an employee 
was transferred for any cost incurred by that agency 
or bank in continuing to extend coverage in the benefit 
program to the employee, as required under that pro-
gram or negotiated agreements. 
(B) MEDICAL, DENTAL, VISION, OR
LIFE
INSURANCE 
AFTER
FIRST
YEAR.—If, at the end of the 1-year period 
beginning on the designated transfer date, the Bureau 
has not established its own, or arranged for participation 
in another entity’s, medical, dental, vision, or life insurance 
program, an employee transferred pursuant to this subtitle 
who was a member of such a program at the agency or 
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124 STAT. 2053 
PUBLIC LAW 111–203—JULY 21, 2010 
Federal reserve bank from which the employee transferred 
may, before the coverage of that employee ends under 
subparagraph (A)(i), elect to enroll, without regard to any 
regularly scheduled open season, in— 
(i) the enhanced dental benefits program estab-
lished under chapter 89A of title 5, United States 
Code; 
(ii) the enhanced vision benefits established under 
chapter 89B of title 5, United States Code; 
(iii) the Federal Employees Group Life Insurance 
Program established under chapter 87 of title 5, United 
States Code, without regard to any requirement of 
insurability; and 
(iv) the Federal Employees Health Benefits Pro-
gram established under chapter 89 of title 5, United 
States Code. 
(C) LONG TERM CARE INSURANCE AFTER 1ST YEAR.— 
If, at the end of the 1-year period beginning on the des-
ignated transfer date, the Bureau has not established its 
own, or arranged for participation in another entity’s, long 
term care insurance program, an employee transferred 
pursuant to this subtitle who was a member of such a 
program at the agency or Federal reserve bank from which 
the employee transferred may, before the coverage of that 
employee ends under subparagraph (A)(i), elect to apply 
for coverage under the Federal Long Term Care Insurance 
Program established under chapter 90 of title 5, United 
States 
Code, 
under 
the 
underwriting 
requirements 
applicable to a new active workforce member (as defined 
in part 875 of title 5, Code of Federal Regulations). 
(D) EMPLOYEE CONTRIBUTION.—An individual enrolled 
in the Federal Employees Health Benefits program shall 
pay any employee contribution required by the plan. 
(E) ADDITIONAL FUNDING.—The Bureau shall transfer 
to the Federal Employees Health Benefits Fund established 
under section 8909 of title 5, United States Code, an 
amount determined by the Director of the Office of Per-
sonnel Management, after consultation with the Bureau 
and the Office of Management and Budget, to be necessary 
to reimburse the Fund for the cost to the Fund of providing 
benefits under this paragraph. 
(F) CREDIT
FOR
TIME
ENROLLED
IN
OTHER
PLANS.— 
For employees transferred under this title, enrollment in 
a health benefits plan administered by a transferor agency 
or a Federal reserve bank, as the case may be, immediately 
before enrollment in a health benefits plan under chapter 
89 of title 5, United States Code, shall be considered as 
enrollment in a health benefits plan under that chapter 
for purposes of section 8905(b)(1)(A) of title 5, United States 
Code. 
(G) SPECIAL PROVISIONS TO ENSURE CONTINUATION OF 
LIFE INSURANCE BENEFITS.— 
(i) IN GENERAL.—An annuitant (as defined in sec-
tion 8901(3) of title 5, United States Code) who is 
enrolled in a life insurance plan administered by a 
transferor agency on the day before the designated 
transfer date shall be eligible for coverage by a life 
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124 STAT. 2054 
PUBLIC LAW 111–203—JULY 21, 2010 
insurance plan under sections 8706(b), 8714a, 8714b, 
and 8714c of title 5, United States Code, or in a life 
insurance plan established by the Bureau, without 
regard to any regularly scheduled open season and 
requirement of insurability. 
(ii) 
EMPLOYEE
CONTRIBUTION.—An 
individual 
enrolled in a life insurance plan under this subpara-
graph shall pay any employee contribution required 
by the plan. 
(iii) ADDITIONAL
FUNDING.—The Bureau shall 
transfer to the Employees’ Life Insurance Fund estab-
lished under section 8714 of title 5, United States 
Code, an amount determined by the Director of the 
Office of Personnel Management, after consultation 
with the Bureau and the Office of Management and 
Budget, to be necessary to reimburse the Fund for 
the cost to the Fund of providing benefits under this 
subparagraph not otherwise paid for by the employee 
under clause (ii). 
(iv) CREDIT FOR TIME ENROLLED IN OTHER PLANS.— 
For employees transferred under this title, enrollment 
in a life insurance plan administered by a transferor 
agency immediately before enrollment in a life insur-
ance plan under chapter 87 of title 5, United States 
Code, shall be considered as enrollment in a life insur-
ance plan under that chapter for purposes of section 
8706(b)(1)(A) of title 5, United States Code. 
(3) OPM RULES.—The Office of Personnel Management 
shall issue such rules as are necessary to carry out this sub-
section. 
(j) IMPLEMENTATION
OF UNIFORM PAY
AND CLASSIFICATION 
SYSTEM.—Not later than 2 years after the designated transfer date, 
the Bureau shall implement a uniform pay and classification system 
for all employees transferred under this title. 
(k) EQUITABLE TREATMENT.—In administering the provisions 
of this section, the Bureau— 
(1) shall take no action that would unfairly disadvantage 
transferred employees relative to each other based on their 
prior employment by the Board of Governors, the Federal 
Deposit Insurance Corporation, the Department of Housing and 
Urban Development, the National Credit Union Administration, 
the Office of the Comptroller of the Currency, the Office of 
Thrift Supervision, a Federal reserve bank, a Federal home 
loan bank, or a joint office of the Federal home loan banks; 
and 
(2) may take such action as is appropriate in individual 
cases so that employees transferred under this section receive 
equitable treatment, with respect to the status, tenure, pay, 
benefits (other than benefits under programs administered by 
the Office of Personnel Management), and accrued leave or 
vacation time of those employees, for prior periods of service 
with any Federal agency, including the Board of Governors, 
the Corporation, the Department of Housing and Urban 
Development, the National Credit Union Administration, the 
Office of the Comptroller of the Currency, the Office of Thrift 
Supervision, a Federal reserve bank, a Federal home loan bank, 
or a joint office of the Federal home loan banks. 
Deadline. 
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124 STAT. 2055 
PUBLIC LAW 111–203—JULY 21, 2010 
(l) IMPLEMENTATION.—In implementing the provisions of this 
section, the Bureau shall coordinate with the Office of Personnel 
Management and other entities having expertise in matters related 
to employment to ensure a fair and orderly transition for affected 
employees. 
SEC. 1065. INCIDENTAL TRANSFERS. 
(a) INCIDENTAL TRANSFERS AUTHORIZED.—The Director of the 
Office of Management and Budget, in consultation with the Sec-
retary, shall make such additional incidental transfers and disposi-
tions of assets and liabilities held, used, arising from, available, 
or to be made available, in connection with the functions transferred 
by this title, as the Director may determine necessary to accomplish 
the purposes of this title. 
(b) SUNSET.—The authority provided in this section shall termi-
nate 5 years after the date of enactment of this Act. 
SEC. 1066. INTERIM AUTHORITY OF THE SECRETARY. 
(a) IN GENERAL.—The Secretary is authorized to perform the 
functions of the Bureau under this subtitle until the Director of 
the Bureau is confirmed by the Senate in accordance with section 
1011. 
(b) INTERIM ADMINISTRATIVE SERVICES
BY
THE DEPARTMENT 
OF THE TREASURY.—The Department of the Treasury may provide 
administrative services necessary to support the Bureau before 
the designated transfer date. 
SEC. 1067. TRANSITION OVERSIGHT. 
(a) PURPOSE.—The purpose of this section is to ensure that 
the Bureau— 
(1) has an orderly and organized startup; 
(2) attracts and retains a qualified workforce; and 
(3) establishes comprehensive employee training and bene-
fits programs. 
(b) REPORTING REQUIREMENT.— 
(1) IN
GENERAL.—The Bureau shall submit an annual 
report to the Committee on Banking, Housing, and Urban 
Affairs of the Senate and the Committee on Financial Services 
of the House of Representatives that includes the plans 
described in paragraph (2). 
(2) PLANS.—The plans described in this paragraph are as 
follows: 
(A) TRAINING AND WORKFORCE DEVELOPMENT PLAN.— 
The Bureau shall submit a training and workforce develop-
ment plan that includes, to the extent practicable— 
(i) identification of skill and technical expertise 
needs and actions taken to meet those requirements; 
(ii) steps taken to foster innovation and creativity; 
(iii) leadership development and succession plan-
ning; and 
(iv) effective use of technology by employees. 
(B) WORKPLACE FLEXIBILITIES PLAN.—The Bureau shall 
submit a workforce flexibility plan that includes, to the 
extent practicable— 
(i) telework; 
(ii) flexible work schedules; 
(iii) phased retirement; 
(iv) reemployed annuitants; 
12 USC 5587. 
12 USC 5586. 
12 USC 5585. 
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124 STAT. 2056 
PUBLIC LAW 111–203—JULY 21, 2010 
(v) part-time work; 
(vi) job sharing; 
(vii) parental leave benefits and childcare assist-
ance; 
(viii) domestic partner benefits; 
(ix) other workplace flexibilities; or 
(x) any combination of the items described in 
clauses (i) through (ix). 
(C) RECRUITMENT AND RETENTION PLAN.—The Bureau 
shall submit a recruitment and retention plan that 
includes, to the extent practicable, provisions relating to— 
(i) the steps necessary to target highly qualified 
applicant pools with diverse backgrounds; 
(ii) streamlined employment application processes; 
(iii) the provision of timely notification of the 
status of employment applications to applicants; and 
(iv) the collection of information to measure indica-
tors of hiring effectiveness. 
(c) EXPIRATION.—The reporting requirement under subsection 
(b) shall terminate 5 years after the date of enactment of this 
Act. 
(d) RULE OF CONSTRUCTION.—Nothing in this section may be 
construed to affect— 
(1) a collective bargaining agreement, as that term is 
defined in section 7103(a)(8) of title 5, United States Code, 
that is in effect on the date of enactment of this Act; or 
(2) the rights of employees under chapter 71 of title 5, 
United States Code. 
(e) PARTICIPATION IN EXAMINATIONS.—In order to prepare the 
Bureau to conduct examinations under section 1025 upon the des-
ignated transfer date, the Bureau and the applicable prudential 
regulator may agree to include, on a sampling basis, examiners 
on examinations of the compliance with Federal consumer financial 
law of institutions described in section 1025(a) conducted by the 
prudential regulators prior to the designated transfer date. 
Subtitle G—Regulatory Improvements 
SEC. 1071. SMALL BUSINESS DATA COLLECTION. 
(a) IN GENERAL.—The Equal Credit Opportunity Act (15 U.S.C. 
1691 et seq.) is amended by inserting after section 704A the fol-
lowing: 
‘‘SEC. 704B. SMALL BUSINESS LOAN DATA COLLECTION. 
‘‘(a) PURPOSE.—The purpose of this section is to facilitate 
enforcement of fair lending laws and enable communities, govern-
mental entities, and creditors to identify business and community 
development needs and opportunities of women-owned, minority- 
owned, and small businesses. 
‘‘(b) INFORMATION GATHERING.—Subject to the requirements 
of this section, in the case of any application to a financial institu-
tion for credit for women-owned, minority-owned, or small business, 
the financial institution shall— 
‘‘(1) inquire whether the business is a women-owned, 
minority-owned, or small business, without regard to whether 
such application is received in person, by mail, by telephone, 
15 USC 1691o–2. 
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124 STAT. 2057 
PUBLIC LAW 111–203—JULY 21, 2010 
by electronic mail or other form of electronic transmission, 
or by any other means, and whether or not such application 
is in response to a solicitation by the financial institution; 
and 
‘‘(2) maintain a record of the responses to such inquiry, 
separate from the application and accompanying information. 
‘‘(c) RIGHT TO REFUSE.—Any applicant for credit may refuse 
to provide any information requested pursuant to subsection (b) 
in connection with any application for credit. 
‘‘(d) NO ACCESS BY UNDERWRITERS.— 
‘‘(1) LIMITATION.—Where feasible, no loan underwriter or 
other officer or employee of a financial institution, or any affil-
iate of a financial institution, involved in making any deter-
mination concerning an application for credit shall have access 
to any information provided by the applicant pursuant to a 
request under subsection (b) in connection with such applica-
tion. 
‘‘(2) LIMITED ACCESS.—If a financial institution determines 
that a loan underwriter or other officer or employee of a finan-
cial institution, or any affiliate of a financial institution, 
involved in making any determination concerning an applica-
tion for credit should have access to any information provided 
by the applicant pursuant to a request under subsection (b), 
the financial institution shall provide notice to the applicant 
of the access of the underwriter to such information, along 
with notice that the financial institution may not discriminate 
on the basis of such information. 
‘‘(e) FORM AND MANNER OF INFORMATION.— 
‘‘(1) IN GENERAL.—Each financial institution shall compile 
and maintain, in accordance with regulations of the Bureau, 
a record of the information provided by any loan applicant 
pursuant to a request under subsection (b). 
‘‘(2) ITEMIZATION.—Information compiled and maintained 
under paragraph (1) shall be itemized in order to clearly and 
conspicuously disclose— 
‘‘(A) the number of the application and the date on 
which the application was received; 
‘‘(B) the type and purpose of the loan or other credit 
being applied for; 
‘‘(C) the amount of the credit or credit limit applied 
for, and the amount of the credit transaction or the credit 
limit approved for such applicant; 
‘‘(D) the type of action taken with respect to such 
application, and the date of such action; 
‘‘(E) the census tract in which is located the principal 
place of business of the women-owned, minority-owned, 
or small business loan applicant; 
‘‘(F) the gross annual revenue of the business in the 
last fiscal year of the women-owned, minority-owned, or 
small business loan applicant preceding the date of the 
application; 
‘‘(G) the race, sex, and ethnicity of the principal owners 
of the business; and 
‘‘(H) any additional data that the Bureau determines 
would aid in fulfilling the purposes of this section. 
‘‘(3) NO PERSONALLY IDENTIFIABLE INFORMATION.—In com-
piling and maintaining any record of information under this 
Records. 
Determination. 
Notice. 
Records. 
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124 STAT. 2058 
PUBLIC LAW 111–203—JULY 21, 2010 
section, a financial institution may not include in such record 
the name, specific address (other than the census tract required 
under paragraph (1)(E)), telephone number, electronic mail 
address, or any other personally identifiable information con-
cerning any individual who is, or is connected with, the women- 
owned, minority-owned, or small business loan applicant. 
‘‘(4) DISCRETION TO DELETE OR MODIFY PUBLICLY AVAILABLE 
DATA.—The Bureau may, at its discretion, delete or modify 
data collected under this section which is or will be available 
to the public, if the Bureau determines that the deletion or 
modification of the data would advance a privacy interest. 
‘‘(f) AVAILABILITY OF INFORMATION.— 
‘‘(1) SUBMISSION TO BUREAU.—The data required to be com-
piled and maintained under this section by any financial 
institution shall be submitted annually to the Bureau. 
‘‘(2) AVAILABILITY OF INFORMATION.—Information compiled 
and maintained under this section shall be— 
‘‘(A) retained for not less than 3 years after the date 
of preparation; 
‘‘(B) made available to any member of the public, upon 
request, in the form required under regulations prescribed 
by the Bureau; 
‘‘(C) annually made available to the public generally 
by the Bureau, in such form and in such manner as is 
determined by the Bureau, by regulation. 
‘‘(3) COMPILATION OF AGGREGATE DATA.—The Bureau may, 
at its discretion— 
‘‘(A) compile and aggregate data collected under this 
section for its own use; and 
‘‘(B) make public such compilations of aggregate data. 
‘‘(g) BUREAU ACTION.— 
‘‘(1) IN GENERAL.—The Bureau shall prescribe such rules 
and issue such guidance as may be necessary to carry out, 
enforce, and compile data pursuant to this section. 
‘‘(2) EXCEPTIONS.—The Bureau, by rule or order, may adopt 
exceptions to any requirement of this section and may, condi-
tionally or unconditionally, exempt any financial institution 
or class of financial institutions from the requirements of this 
section, as the Bureau deems necessary or appropriate to carry 
out the purposes of this section. 
‘‘(3) GUIDANCE.—The Bureau shall issue guidance designed 
to facilitate compliance with the requirements of this section, 
including assisting financial institutions in working with 
applicants to determine whether the applicants are women- 
owned, minority-owned, or small businesses for purposes of 
this section. 
‘‘(h) DEFINITIONS.—For purposes of this section, the following 
definitions shall apply: 
‘‘(1) FINANCIAL INSTITUTION.—The term ‘financial institu-
tion’ means any partnership, company, corporation, association 
(incorporated or unincorporated), trust, estate, cooperative 
organization, or other entity that engages in any financial 
activity. 
‘‘(2) SMALL BUSINESS.—The term ‘small business’ has the 
same meaning as the term ‘small business concern’ in section 
3 of the Small Business Act (15 U.S.C. 632). 
Time period. 
Deadline. 
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124 STAT. 2059 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(3) SMALL BUSINESS LOAN.—The term ‘small business loan’ 
means a loan made to a small business. 
‘‘(4) MINORITY.—The term ‘minority’ has the same meaning 
as in section 1204(c)(3) of the Financial Institutions Reform, 
Recovery, and Enforcement Act of 1989. 
‘‘(5) MINORITY-OWNED
BUSINESS.—The term ‘minority- 
owned business’ means a business— 
‘‘(A) more than 50 percent of the ownership or control 
of which is held by 1 or more minority individuals; and 
‘‘(B) more than 50 percent of the net profit or loss 
of which accrues to 1 or more minority individuals. 
‘‘(6) WOMEN-OWNED
BUSINESS.—The term ‘women-owned 
business’ means a business— 
‘‘(A) more than 50 percent of the ownership or control 
of which is held by 1 or more women; and 
‘‘(B) more than 50 percent of the net profit or loss 
of which accrues to 1 or more women.’’. 
(b) TECHNICAL AND CONFORMING AMENDMENTS.—Section 701(b) 
of the Equal Credit Opportunity Act (15 U.S.C. 1691(b)) is 
amended— 
(1) in paragraph (3), by striking ‘‘or’’ at the end; 
(2) in paragraph (4), by striking the period at the end 
and inserting ‘‘; or’’; and 
(3) by inserting after paragraph (4), the following: 
‘‘(5) to make an inquiry under section 704B, in accordance 
with the requirements of that section.’’. 
(c) CLERICAL AMENDMENT.—The table of sections for title VII 
of the Consumer Credit Protection Act is amended by inserting 
after the item relating to section 704A the following new item: 
‘‘704B. Small business loan data collection.’’. 
(d) EFFECTIVE DATE.—This section shall become effective on 
the designated transfer date. 
SEC. 1072. ASSISTANCE FOR ECONOMICALLY VULNERABLE INDIVID-
UALS AND FAMILIES. 
(a) HERA AMENDMENTS.—Section 1132 of the Housing and 
Economic Recovery Act of 2008 (12 U.S.C. 1701x note) is amended— 
(1) in subsection (a), by inserting in each of paragraphs 
(1), (2), (3), and (4) ‘‘or economically vulnerable individuals 
and families’’ after ‘‘homebuyers’’ each place that term appears; 
(2) in subsection (b)(1), by inserting ‘‘or economically 
vulnerable individuals and families’’ after ‘‘homebuyers’’; 
(3) in subsection (c)(1)— 
(A) in subparagraph (A), by striking ‘‘or’’ at the end; 
(B) in subparagraph (B), by striking the period at 
the end and inserting ‘‘; or’’; and 
(C) 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 
economically vulnerable individuals and families, but 
whose primary purpose is not provision of credit coun-
seling services.’’; and 
(4) in subsection (d)(1), by striking ‘‘not more than 5’’. 
15 USC 1691 
note. 
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124 STAT. 2060 
PUBLIC LAW 111–203—JULY 21, 2010 
(b) APPLICABILITY.—Amendments made by subsection (a) shall 
not apply to programs authorized by section 1132 of the Housing 
and Economic Recovery Act of 2008 (12 U.S.C. 1701x note) that 
are funded with appropriations prior to fiscal year 2011. 
SEC. 1073. REMITTANCE TRANSFERS. 
(a) TREATMENT
OF REMITTANCE TRANSFERS.—The Electronic 
Fund Transfer Act (15 U.S.C. 1693 et seq.) is amended— 
(1) in section 902(b) (15 U.S.C. 1693(b)), by inserting ‘‘and 
remittance’’ after ‘‘electronic fund’’; 
(2) in section 904(c) (15 U.S.C. 1693b(c)), in the first sen-
tence, by inserting ‘‘or remittance transfers’’ after ‘‘electronic 
fund transfers’’; 
(3) by redesignating sections 919, 920, 921, and 922 as 
sections 920, 921, 922, and 923, respectively; and 
(4) by inserting after section 918 the following: 
‘‘SEC. 919. REMITTANCE TRANSFERS. 
‘‘(a) DISCLOSURES REQUIRED FOR REMITTANCE TRANSFERS.— 
‘‘(1) IN GENERAL.—Each remittance transfer provider shall 
make disclosures as required under this section and in accord-
ance with rules prescribed by the Board. Disclosures required 
under this section shall be in addition to any other disclosures 
applicable under this title. 
‘‘(2) DISCLOSURES.—Subject to rules prescribed by the 
Board, a remittance transfer provider shall provide, in writing 
and in a form that the sender may keep, to each sender 
requesting a remittance transfer, as applicable to the trans-
action— 
‘‘(A) at the time at which the sender requests a remit-
tance transfer to be initiated, and prior to the sender 
making any payment in connection with the remittance 
transfer, a disclosure describing— 
‘‘(i) the amount of currency that will be received 
by the designated recipient, using the values of the 
currency into which the funds will be exchanged; 
‘‘(ii) the amount of transfer and any other fees 
charged by the remittance transfer provider for the 
remittance transfer; and 
‘‘(iii) any exchange rate to be used by the remit-
tance transfer provider for the remittance transfer, 
to the nearest 1/100th of a point; and 
‘‘(B) at the time at which the sender makes payment 
in connection with the remittance transfer— 
‘‘(i) a receipt showing— 
‘‘(I) the information described in subparagraph 
(A); 
‘‘(II) the promised date of delivery to the des-
ignated recipient; and 
‘‘(III) the name and either the telephone 
number or the address of the designated recipient, 
if either the telephone number or the address of 
the designated recipient is provided by the sender; 
and 
‘‘(ii) a statement containing— 
‘‘(I) information about the rights of the sender 
under this section regarding the resolution of 
errors; and 
15 USC 1693o–1. 
15 USC 
1693p–1693r, 
1693 note. 
12 USC 5601. 
12 USC 1701x 
note. 
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124 STAT. 2061 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(II) appropriate contact information for— 
‘‘(aa) the remittance transfer provider; and 
‘‘(bb) the State agency that regulates the 
remittance transfer provider and the Board, 
including the toll-free telephone number estab-
lished under section 1013 of the Consumer 
Financial Protection Act of 2010. 
‘‘(3) REQUIREMENTS
RELATING
TO
DISCLOSURES.—With 
respect to each disclosure required to be provided under para-
graph (2) a remittance transfer provider shall— 
‘‘(A) provide an initial notice and receipt, as required 
by subparagraphs (A) and (B) of paragraph (2), and an 
error resolution statement, as required by subsection (d), 
that clearly and conspicuously describe the information 
required to be disclosed therein; and 
‘‘(B) with respect to any transaction that a sender 
conducts electronically, comply with the Electronic Signa-
tures in Global and National Commerce Act (15 U.S.C. 
7001 et seq.). 
‘‘(4) EXCEPTION FOR DISCLOSURES OF AMOUNT RECEIVED.— 
‘‘(A) IN GENERAL.—Subject to the rules prescribed by 
the Board, and except as provided under subparagraph 
(B), the disclosures required regarding the amount of cur-
rency that will be received by the designated recipient 
shall be deemed to be accurate, so long as the disclosures 
provide a reasonably accurate estimate of the foreign cur-
rency to be received. This paragraph shall apply only to 
a remittance transfer provider who is an insured depository 
institution, as defined in section 3 of the Federal Deposit 
Insurance Act (12 U.S.C. 1813), or an insured credit union, 
as defined in section 101 of the Federal Credit Union 
Act (12 U.S.C. 1752), and if— 
‘‘(i) a remittance transfer is conducted through 
a demand deposit, savings deposit, or other asset 
account that the sender holds with such remittance 
transfer provider; and 
‘‘(ii) at the time at which the sender requests the 
transaction, the remittance transfer provider is unable 
to know, for reasons beyond its control, the amount 
of currency that will be made available to the des-
ignated recipient. 
‘‘(B) DEADLINE.—The application of subparagraph (A) 
shall terminate 5 years after the date of enactment of 
the Consumer Financial Protection Act of 2010, unless 
the Board determines that termination of such provision 
would negatively affect the ability of remittance transfer 
providers described in subparagraph (A) to send remit-
tances to locations in foreign countries, in which case, 
the Board may, by rule, extend the application of subpara-
graph (A) to not longer than 10 years after the date of 
enactment of the Consumer Financial Protection Act of 
2010. 
‘‘(5) EXEMPTION
AUTHORITY.—The Board may, by rule, 
permit a remittance transfer provider to satisfy the require-
ments of— 
‘‘(A) paragraph (2)(A) orally, if the transaction is con-
ducted entirely by telephone; 
Termination 
date. 
Determination. 
Applicability. 
Notice. 
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124 STAT. 2062 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(B) paragraph (2)(B), in the case of a transaction 
conducted entirely by telephone, by mailing the disclosures 
required under such subparagraph to the sender, not later 
than 1 business day after the date on which the transaction 
is conducted, or by including such documents in the next 
periodic statement, if the telephone transaction is con-
ducted through a demand deposit, savings deposit, or other 
asset account that the sender holds with the remittance 
transfer provider; 
‘‘(C) subparagraphs (A) and (B) of paragraph (2) 
together in one written disclosure, but only to the extent 
that the information provided in accordance with paragraph 
(3)(A) is accurate at the time at which payment is made 
in connection with the subject remittance transfer; and 
‘‘(D) paragraph (2)(A), without compliance with section 
101(c) of the Electronic Signatures in Global Commerce 
Act, if a sender initiates the transaction electronically and 
the information is displayed electronically in a manner 
that the sender can keep. 
‘‘(6) STOREFRONT AND INTERNET NOTICES.— 
‘‘(A) IN GENERAL.— 
‘‘(i) PROMINENT POSTING.—Subject to subparagraph 
(B), the Board may prescribe rules to require a remit-
tance transfer provider to prominently post, and timely 
update, a notice describing a model remittance transfer 
for one or more amounts, as the Board may determine, 
which notice shall show the amount of currency that 
will be received by the designated recipient, using the 
values of the currency into which the funds will be 
exchanged. 
‘‘(ii) ONSITE DISPLAYS.—The Board may require the 
notice prescribed under this subparagraph to be dis-
played in every physical storefront location owned or 
controlled by the remittance transfer provider. 
‘‘(iii) INTERNET NOTICES.—Subject to paragraph (3), 
the Board shall prescribe rules to require a remittance 
transfer provider that provides remittance transfers 
via the Internet to provide a notice, comparable to 
a storefront notice described in this subparagraph, 
located on the home page or landing page (with respect 
to such remittance transfer services) owned or con-
trolled by the remittance transfer provider. 
‘‘(iv) 
RULEMAKING
AUTHORITY.—In 
prescribing 
rules under this subparagraph, the Board may impose 
standards or requirements regarding the provision of 
the storefront and Internet notices required under this 
subparagraph and the provision of the disclosures 
required under paragraphs (2) and (3). 
‘‘(B) STUDY AND ANALYSIS.—Prior to proposing rules 
under subparagraph (A), the Board shall undertake appro-
priate studies and analyses, which shall be consistent with 
section 904(a)(2), and may include an advanced notice of 
proposed rulemaking, to determine whether a storefront 
notice or Internet notice facilitates the ability of a con-
sumer— 
‘‘(i) to compare prices for remittance transfers; and 
Deadline. 
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124 STAT. 2063 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(ii) to understand the types and amounts of any 
fees or costs imposed on remittance transfers. 
‘‘(b) 
FOREIGN
LANGUAGE
DISCLOSURES.—The 
disclosures 
required under this section shall be made in English and in each 
of the foreign languages principally used by the remittance transfer 
provider, or any of its agents, to advertise, solicit, or market, 
either orally or in writing, at that office. 
‘‘(c) 
REGULATIONS
REGARDING
TRANSFERS
TO
CERTAIN 
NATIONS.—If the Board determines that a recipient nation does 
not legally allow, or the method by which transactions are made 
in the recipient country do not allow, a remittance transfer provider 
to know the amount of currency that will be received by the des-
ignated recipient, the Board may prescribe rules (not later than 
18 months after the date of enactment of the Consumer Financial 
Protection Act of 2010) addressing the issue, which rules shall 
include standards for a remittance transfer provider to provide— 
‘‘(1) a receipt that is consistent with subsections (a) and 
(b); and 
‘‘(2) a reasonably accurate estimate of the foreign currency 
to be received, based on the rate provided to the sender by 
the remittance transfer provider at the time at which the 
transaction was initiated by the sender. 
‘‘(d) REMITTANCE TRANSFER ERRORS.— 
‘‘(1) ERROR RESOLUTION.— 
‘‘(A) IN GENERAL.—If a remittance transfer provider 
receives oral or written notice from the sender within 180 
days of the promised date of delivery that an error occurred 
with respect to a remittance transfer, including the amount 
of currency designated in subsection (a)(3)(A) that was 
to be sent to the designated recipient of the remittance 
transfer, using the values of the currency into which the 
funds should have been exchanged, but was not made 
available to the designated recipient in the foreign country, 
the remittance transfer provider shall resolve the error 
pursuant to this subsection and investigate the reason 
for the error. 
‘‘(B) REMEDIES.—Not later than 90 days after the date 
of receipt of a notice from the sender pursuant to subpara-
graph (A), the remittance transfer provider shall, as 
applicable to the error and as designated by the sender— 
‘‘(i) refund to the sender the total amount of funds 
tendered by the sender in connection with the remit-
tance transfer which was not properly transmitted; 
‘‘(ii) make available to the designated recipient, 
without additional cost to the designated recipient or 
to the sender, the amount appropriate to resolve the 
error; 
‘‘(iii) provide such other remedy, as determined 
appropriate by rule of the Board for the protection 
of senders; or 
‘‘(iv) provide written notice to the sender that there 
was no error with an explanation responding to the 
specific complaint of the sender. 
‘‘(2) RULES.—The Board shall establish, by rule issued not 
later than 18 months after the date of enactment of the Con-
sumer Financial Protection Act of 2010, clear and appropriate 
standards for remittance transfer providers with respect to 
Deadline. 
Notices. 
Deadlines. 
Deadline. 
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124 STAT. 2064 
PUBLIC LAW 111–203—JULY 21, 2010 
error resolution relating to remittance transfers, to protect 
senders from such errors. Standards prescribed under this para-
graph shall include appropriate standards regarding record 
keeping, as required, including documentation— 
‘‘(A) of the complaint of the sender; 
‘‘(B) that the sender provides the remittance transfer 
provider with respect to the alleged error; and 
‘‘(C) of the findings of the remittance transfer provider 
regarding the investigation of the alleged error that the 
sender brought to their attention. 
‘‘(3) CANCELLATION AND REFUND POLICY RULES.—Not later 
than 18 months after the date of enactment of the Consumer 
Financial Protection Act of 2010, the Board shall issue final 
rules regarding appropriate remittance transfer cancellation 
and refund policies for consumers. 
‘‘(e) APPLICABILITY OF THIS TITLE.— 
‘‘(1) IN GENERAL.—A remittance transfer that is not an 
electronic fund transfer, as defined in section 903, shall not 
be subject to any of the provisions of sections 905 through 
913. A remittance transfer that is an electronic fund transfer, 
as defined in section 903, shall be subject to all provisions 
of this title, except for section 908, that are otherwise applicable 
to electronic fund transfers under this title. 
‘‘(2) RULE OF CONSTRUCTION.—Nothing in this section shall 
be construed— 
‘‘(A) to affect the application to any transaction, to 
any remittance provider, or to any other person of any 
of the provisions of subchapter II of chapter 53 of title 
31, United States Code, section 21 of the Federal Deposit 
Insurance Act (12 U.S.C. 1829b), or chapter 2 of title I 
of Public Law 91–508 (12 U.S.C. 1951–1959), or any regula-
tions promulgated thereunder; or 
‘‘(B) to cause any fund transfer that would not other-
wise be treated as such under paragraph (1) to be treated 
as an electronic fund transfer, or as otherwise subject to 
this title, for the purposes of any of the provisions referred 
to in subparagraph (A) or any regulations promulgated 
thereunder. 
‘‘(f) ACTS OF AGENTS.— 
‘‘(1) IN GENERAL.—A remittance transfer provider shall be 
liable for any violation of this section by any agent, authorized 
delegate, or person affiliated with such provider, when such 
agent, authorized delegate, or affiliate acts for that remittance 
transfer provider. 
‘‘(2) OBLIGATIONS OF REMITTANCE TRANSFER PROVIDERS.— 
The Board shall prescribe rules to implement appropriate 
standards or conditions of, liability of a remittance transfer 
provider, including a provider who acts through an agent or 
authorized delegate. An agency charged with enforcing the 
requirements of this section, or rules prescribed by the Board 
under this section, may consider, in any action or other pro-
ceeding against a remittance transfer provider, the extent to 
which the provider had established and maintained policies 
or procedures for compliance, including policies, procedures, 
or other appropriate oversight measures designed to assure 
compliance by an agent or authorized delegate acting for such 
provider. 
Deadline. 
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124 STAT. 2065 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(g) DEFINITIONS.—As used in this section— 
‘‘(1) the term ‘designated recipient’ means any person 
located in a foreign country and identified by the sender as 
the authorized recipient of a remittance transfer to be made 
by a remittance transfer provider, except that a designated 
recipient shall not be deemed to be a consumer for purposes 
of this Act; 
‘‘(2) the term ‘remittance transfer’— 
‘‘(A) means the electronic (as defined in section 106(2) 
of the Electronic Signatures in Global and National Com-
merce Act (15 U.S.C. 7006(2))) transfer of funds requested 
by a sender located in any State to a designated recipient 
that is initiated by a remittance transfer provider, whether 
or not the sender holds an account with the remittance 
transfer provider or whether or not the remittance transfer 
is also an electronic fund transfer, as defined in section 
903; and 
‘‘(B) does not include a transfer described in subpara-
graph (A) in an amount that is equal to or lesser than 
the amount of a small-value transaction determined, by 
rule, to be excluded from the requirements under section 
906(a); 
‘‘(3) the term ‘remittance transfer provider’ means any per-
son or financial institution that provides remittance transfers 
for a consumer in the normal course of its business, whether 
or not the consumer holds an account with such person or 
financial institution; and 
‘‘(4) the term ‘sender’ means a consumer who requests 
a remittance provider to send a remittance transfer for the 
consumer to a designated recipient.’’. 
(b) AUTOMATED CLEARINGHOUSE SYSTEM.— 
(1) EXPANSION OF SYSTEM.—The Board of Governors shall 
work with the Federal reserve banks and the Department of 
the Treasury to expand the use of the automated clearinghouse 
system and other payment mechanisms for remittance transfers 
to foreign countries, with a focus on countries that receive 
significant remittance transfers from the United States, based 
on— 
(A) the number, volume, and size of such transfers; 
(B) the significance of the volume of such transfers 
relative to the external financial flows of the receiving 
country, including— 
(i) the total amount transferred; and 
(ii) the total volume of payments made by United 
States Government agencies to beneficiaries and 
retirees living abroad; 
(C) the feasibility of such an expansion; and 
(D) the ability of the Federal Reserve System to estab-
lish payment gateways in different geographic regions and 
currency zones to receive remittance transfers and route 
them through the payments systems in the destination 
countries. 
(2) REPORT TO CONGRESS.—Not later than one calendar 
year after the date of enactment of this Act, and on April 
30 biennially thereafter during the 10-year period beginning 
on that date of enactment, the Board of Governors shall submit 
a report to the Committee on Banking, Housing, and Urban 
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124 STAT. 2066 
PUBLIC LAW 111–203—JULY 21, 2010 
Affairs of the Senate and the Committee on Financial Services 
of the House of Representatives on the status of the automated 
clearinghouse system and its progress in complying with the 
requirements of this subsection. The report shall include an 
analysis of adoption rates of International ACH Transactions 
rules and formats, the efficacy of increasing adoption rates, 
and potential recommendations to increase adoption. 
(c) EXPANSION OF FINANCIAL INSTITUTION PROVISION OF REMIT-
TANCE TRANSFERS.— 
(1) PROVISION OF GUIDELINES TO INSTITUTIONS.—Each of 
the Federal banking agencies and the National Credit Union 
Administration shall provide guidelines to financial institutions 
under the jurisdiction of the agency regarding the offering 
of low-cost remittance transfers and no-cost or low-cost basic 
consumer accounts, as well as agency services to remittance 
transfer providers. 
(2) ASSISTANCE TO FINANCIAL LITERACY COMMISSION.—As 
part of its duties as members of the Financial Literacy and 
Education Commission, the Bureau, the Federal banking agen-
cies, and the National Credit Union Administration shall assist 
the Financial Literacy and Education Commission in executing 
the Strategy for Assuring Financial Empowerment (or the 
‘‘SAFE Strategy’’), as it relates to remittances. 
(d) FEDERAL CREDIT UNION ACT CONFORMING AMENDMENT.— 
Paragraph (12) of section 107 of the Federal Credit Union Act 
(12 U.S.C. 1757) is amended to read as follows: 
‘‘(12) in accordance with regulations prescribed by the 
Board— 
‘‘(A) to sell, to persons in the field of membership, 
negotiable checks (including travelers checks), money 
orders, and other similar money transfer instruments 
(including international and domestic electronic fund trans-
fers and remittance transfers, as defined in section 919 
of the Electronic Fund Transfer Act); and 
‘‘(B) to cash checks and money orders for persons in 
the field of membership for a fee;’’. 
(e) REPORT ON FEASIBILITY OF AND IMPEDIMENTS TO USE OF 
REMITTANCE HISTORY IN CALCULATION OF CREDIT SCORE.—Before 
the end of the 365-day period beginning on the date of enactment 
of this Act, the Director shall submit a report to the President, 
the Committee on Banking, Housing, and Urban Affairs of the 
Senate, and the Committee on Financial Services of the House 
of Representatives regarding— 
(1) the manner in which the remittance history of a con-
sumer could be used to enhance the credit score of the con-
sumer; 
(2) the current legal and business model barriers and 
impediments that impede the use of the remittance history 
of the consumer to enhance the credit score of the consumer; 
and 
(3) recommendations on the manner in which maximum 
transparency and disclosure to consumers of exchange rates 
for remittance transfers subject to this title and the amend-
ments made by this title may be accomplished, whether or 
not such exchange rates are known at the time of origination 
or payment by the consumer for the remittance transfer, 
including disclosure to the sender of the actual exchange rate 
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124 STAT. 2067 
PUBLIC LAW 111–203—JULY 21, 2010 
used and the amount of currency that the recipient of the 
remittance transfer received, using the values of the currency 
into which the funds were exchanged, as contained in sections 
919(a)(2)(D) and 919(a)(3) of the Electronic Fund Transfer Act 
(as amended by this section). 
SEC. 1074. DEPARTMENT OF THE TREASURY STUDY ON ENDING THE 
CONSERVATORSHIP OF FANNIE MAE, FREDDIE MAC, AND 
REFORMING THE HOUSING FINANCE SYSTEM. 
(a) STUDY REQUIRED.— 
(1) IN GENERAL.—The Secretary of the Treasury shall con-
duct a study of and develop recommendations regarding the 
options for ending the conservatorship of the Federal National 
Mortgage Association (in this section referred to as ‘‘Fannie 
Mae’’) and the Federal Home Loan Mortgage Corporation (in 
this section referred to as ‘‘Freddie Mac’’), while minimizing 
the cost to taxpayers, including such options as— 
(A) the gradual wind-down and liquidation of such 
entities; 
(B) the privatization of such entities; 
(C) the incorporation of the functions of such entities 
into a Federal agency; 
(D) the dissolution of Fannie Mae and Freddie Mac 
into smaller companies; or 
(E) any other measures the Secretary determines 
appropriate. 
(2) ANALYSES.—The study required under paragraph (1) 
shall include an analysis of— 
(A) the role of the Federal Government in supporting 
a stable, well-functioning housing finance system, and 
whether and to what extent the Federal Government should 
bear risks in meeting Federal housing finance objectives; 
(B) how the current structure of the housing finance 
system can be improved; 
(C) how the housing finance system should support 
the continued availability of mortgage credit to all segments 
of the market; 
(D) how the housing finance system should be struc-
tured to ensure that consumers continue to have access 
to 30-year, fixed rate, pre-payable mortgages and other 
mortgage products that have simple terms that can be 
easily understood; 
(E) the role of the Federal Housing Administration 
and the Department of Veterans Affairs in a future housing 
system; 
(F) the impact of reforms of the housing finance system 
on the financing of rental housing; 
(G) the impact of reforms of the housing finance system 
on secondary market liquidity; 
(H) the role of standardization in the housing finance 
system; 
(I) how housing finance systems in other countries 
offer insights that can help inform options for reform in 
the United States; and 
(J) the options for transition to a reformed housing 
finance system. 
Recommenda- 
tions. 
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124 STAT. 2068 
PUBLIC LAW 111–203—JULY 21, 2010 
(b) REPORT AND RECOMMENDATIONS.—Not later than January 
31, 2011, the Secretary of the Treasury shall submit the report 
and recommendations required under subsection (a) to the Com-
mittee on Banking, Housing, and Urban Affairs of the Senate 
and the Committee on Financial Services of the House of Represent-
atives. 
SEC. 1075. REASONABLE FEES AND RULES FOR PAYMENT CARD TRANS-
ACTIONS. 
(a) IN GENERAL.—The Electronic Fund Transfer Act (15 U.S.C. 
1693 et seq.) is amended— 
(1) by redesignating sections 920 and 921 as sections 921 
and 922, respectively; and 
(2) by inserting after section 919 the following: 
‘‘SEC. 920. REASONABLE FEES AND RULES FOR PAYMENT CARD TRANS-
ACTIONS. 
‘‘(a) REASONABLE INTERCHANGE TRANSACTION FEES FOR ELEC-
TRONIC DEBIT TRANSACTIONS.— 
‘‘(1) REGULATORY
AUTHORITY
OVER
INTERCHANGE
TRANS-
ACTION FEES.—The Board may prescribe regulations, pursuant 
to section 553 of title 5, United States Code, regarding any 
interchange transaction fee that an issuer may receive or charge 
with respect to an electronic debit transaction, to implement 
this subsection (including related definitions), and to prevent 
circumvention or evasion of this subsection. 
‘‘(2) REASONABLE
INTERCHANGE
TRANSACTION
FEES.—The 
amount of any interchange transaction fee that an issuer may 
receive or charge with respect to an electronic debit transaction 
shall be reasonable and proportional to the cost incurred by 
the issuer with respect to the transaction. 
‘‘(3) RULEMAKING REQUIRED.— 
‘‘(A) IN GENERAL.—The Board shall prescribe regula-
tions in final form not later than 9 months after the date 
of enactment of the Consumer Financial Protection Act 
of 2010, to establish standards for assessing whether the 
amount of any interchange transaction fee described in 
paragraph (2) is reasonable and proportional to the cost 
incurred by the issuer with respect to the transaction. 
‘‘(B) 
INFORMATION
COLLECTION.—The 
Board 
may 
require any issuer (or agent of an issuer) or payment 
card network to provide the Board with such information 
as may be necessary to carry out the provisions of this 
subsection and the Board, in issuing rules under subpara-
graph (A) and on at least a bi-annual basis thereafter, 
shall disclose such aggregate or summary information con-
cerning the costs incurred, and interchange transaction 
fees charged or received, by issuers or payment card net-
works in connection with the authorization, clearance or 
settlement of electronic debit transactions as the Board 
considers appropriate and in the public interest. 
‘‘(4) CONSIDERATIONS; CONSULTATION.—In prescribing regu-
lations under paragraph (3)(A), the Board shall— 
‘‘(A) consider the functional similarity between— 
‘‘(i) electronic debit transactions; and 
‘‘(ii) checking transactions that are required within 
the Federal Reserve bank system to clear at par; 
‘‘(B) distinguish between— 
Deadline. 
Standards. 
15 USC 1693o–2. 
15 USC 1693p, 
1693q. 
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124 STAT. 2069 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(i) the incremental cost incurred by an issuer 
for the role of the issuer in the authorization, clearance, 
or settlement of a particular electronic debit trans-
action, which cost shall be considered under paragraph 
(2); and 
‘‘(ii) other costs incurred by an issuer which are 
not specific to a particular electronic debit transaction, 
which costs shall not be considered under paragraph 
(2); and 
‘‘(C) consult, as appropriate, with the Comptroller of 
the Currency, the Board of Directors of the Federal Deposit 
Insurance Corporation, the Director of the Office of Thrift 
Supervision, the National Credit Union Administration 
Board, the Administrator of the Small Business Adminis-
tration, and the Director of the Bureau of Consumer Finan-
cial Protection. 
‘‘(5) ADJUSTMENTS TO INTERCHANGE TRANSACTION FEES FOR 
FRAUD PREVENTION COSTS.— 
‘‘(A) ADJUSTMENTS.—The Board may allow for an 
adjustment to the fee amount received or charged by an 
issuer under paragraph (2), if— 
‘‘(i) such adjustment is reasonably necessary to 
make allowance for costs incurred by the issuer in 
preventing fraud in relation to electronic debit trans-
actions involving that issuer; and 
‘‘(ii) the issuer complies with the fraud-related 
standards established by the Board under subpara-
graph (B), which standards shall— 
‘‘(I) be designed to ensure that any fraud- 
related adjustment of the issuer is limited to the 
amount described in clause (i) and takes into 
account 
any 
fraud-related 
reimbursements 
(including amounts from charge-backs) received 
from consumers, merchants, or payment card net-
works in relation to electronic debit transactions 
involving the issuer; and 
‘‘(II) require issuers to take effective steps to 
reduce the occurrence of, and costs from, fraud 
in 
relation 
to 
electronic 
debit 
transactions, 
including 
through 
the 
development 
and 
implementation of cost-effective fraud prevention 
technology. 
‘‘(B) RULEMAKING REQUIRED.— 
‘‘(i) IN GENERAL.—The Board shall prescribe regu-
lations in final form not later than 9 months after 
the date of enactment of the Consumer Financial 
Protection Act of 2010, to establish standards for 
making adjustments under this paragraph. 
‘‘(ii) FACTORS FOR CONSIDERATION.—In issuing the 
standards and prescribing regulations under this para-
graph, the Board shall consider— 
‘‘(I) the nature, type, and occurrence of fraud 
in electronic debit transactions; 
‘‘(II) the extent to which the occurrence of 
fraud depends on whether authorization in an elec-
tronic debit transaction is based on signature, PIN, 
or other means; 
Deadline. 
Standards. 
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124 STAT. 2070 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(III) the available and economical means by 
which fraud on electronic debit transactions may 
be reduced; 
‘‘(IV) the fraud prevention and data security 
costs expended by each party involved in electronic 
debit transactions (including consumers, persons 
who accept debit cards as a form of payment, finan-
cial institutions, retailers and payment card net-
works); 
‘‘(V) the costs of fraudulent transactions 
absorbed by each party involved in such trans-
actions (including consumers, persons who accept 
debit cards as a form of payment, financial institu-
tions, retailers and payment card networks); 
‘‘(VI) the extent to which interchange trans-
action fees have in the past reduced or increased 
incentives for parties involved in electronic debit 
transactions to reduce fraud on such transactions; 
and 
‘‘(VII) such other factors as the Board con-
siders appropriate. 
‘‘(6) EXEMPTION FOR SMALL ISSUERS.— 
‘‘(A) IN GENERAL.—This subsection shall not apply to 
any issuer that, together with its affiliates, has assets 
of less than $10,000,000,000, and the Board shall exempt 
such issuers from regulations prescribed under paragraph 
(3)(A). 
‘‘(B) DEFINITION.—For purposes of this paragraph, the 
term ‘‘issuer’’ shall be limited to the person holding the 
asset account that is debited through an electronic debit 
transaction. 
‘‘(7) EXEMPTION FOR GOVERNMENT-ADMINISTERED PAYMENT 
PROGRAMS AND RELOADABLE PREPAID CARDS.— 
‘‘(A) IN GENERAL.—This subsection shall not apply to 
an interchange transaction fee charged or received with 
respect to an electronic debit transaction in which a person 
uses— 
‘‘(i) a debit card or general-use prepaid card that 
has been provided to a person pursuant to a Federal, 
State or local government-administered payment pro-
gram, in which the person may only use the debit 
card or general-use prepaid card to transfer or debit 
funds, monetary value, or other assets that have been 
provided pursuant to such program; or 
‘‘(ii) a plastic card, payment code, or device that 
is— 
‘‘(I) linked to funds, monetary value, or assets 
which are purchased or loaded on a prepaid basis; 
‘‘(II) not issued or approved for use to access 
or debit any account held by or for the benefit 
of the card holder (other than a subaccount or 
other method of recording or tracking funds pur-
chased or loaded on the card on a prepaid basis); 
‘‘(III) redeemable at multiple, unaffiliated mer-
chants or service providers, or automated teller 
machines; 
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124 STAT. 2071 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(IV) used to transfer or debit funds, monetary 
value, or other assets; and 
‘‘(V) reloadable and not marketed or labeled 
as a gift card or gift certificate. 
‘‘(B) EXCEPTION.—Notwithstanding subparagraph (A), 
after the end of the 1-year period beginning on the effective 
date provided in paragraph (9), this subsection shall apply 
to an interchange transaction fee charged or received with 
respect to an electronic debit transaction described in 
subparagraph (A)(i) in which a person uses a general- 
use prepaid card, or an electronic debit transaction 
described in subparagraph (A)(ii), if any of the following 
fees may be charged to a person with respect to the card: 
‘‘(i) A fee for an overdraft, including a shortage 
of funds or a transaction processed for an amount 
exceeding the account balance. 
‘‘(ii) A fee imposed by the issuer for the first with-
drawal per month from an automated teller machine 
that is part of the issuer’s designated automated teller 
machine network. 
‘‘(C) DEFINITION.—For purposes of subparagraph (B), 
the term ‘designated automated teller machine network’ 
means either— 
‘‘(i) all automated teller machines identified in the 
name of the issuer; or 
‘‘(ii) any network of automated teller machines 
identified by the issuer that provides reasonable and 
convenient access to the issuer’s customers. 
‘‘(D) REPORTING.—Beginning 12 months after the date 
of enactment of the Consumer Financial Protection Act 
of 2010, the Board shall annually provide a report to the 
Congress regarding — 
‘‘(i) the prevalence of the use of general-use prepaid 
cards in Federal, State or local government-adminis-
tered payment programs; and 
‘‘(ii) the interchange transaction fees and card-
holder fees charged with respect to the use of such 
general-use prepaid cards. 
‘‘(8) REGULATORY AUTHORITY OVER NETWORK FEES.— 
‘‘(A) IN GENERAL.—The Board may prescribe regula-
tions, pursuant to section 553 of title 5, United States 
Code, regarding any network fee. 
‘‘(B) LIMITATION.—The authority under subparagraph 
(A) to prescribe regulations shall be limited to regulations 
to ensure that— 
‘‘(i) a network fee is not used to directly or 
indirectly compensate an issuer with respect to an 
electronic debit transaction; and 
‘‘(ii) a network fee is not used to circumvent or 
evade the restrictions of this subsection and regula-
tions prescribed under such subsection. 
‘‘(C) RULEMAKING
REQUIRED.—The Board shall pre-
scribe regulations in final form before the end of the 9- 
month period beginning on the date of the enactment of 
the Consumer Financial Protection Act of 2010, to carry 
out the authorities provided under subparagraph (A). 
Deadline. 
Effective date. 
Applicability. 
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124 STAT. 2072 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(9) EFFECTIVE
DATE.—This subsection shall take effect 
at the end of the 12-month period beginning on the date of 
the enactment of the Consumer Financial Protection Act of 
2010. 
‘‘(b) LIMITATION ON PAYMENT CARD NETWORK RESTRICTIONS.— 
‘‘(1) PROHIBITIONS AGAINST EXCLUSIVITY ARRANGEMENTS.— 
‘‘(A) NO EXCLUSIVE NETWORK.—The Board shall, before 
the end of the 1-year period beginning on the date of 
the enactment of the Consumer Financial Protection Act 
of 2010, prescribe regulations providing that an issuer or 
payment card network shall not directly or through any 
agent, processor, or licensed member of a payment card 
network, by contract, requirement, condition, penalty, or 
otherwise, restrict the number of payment card networks 
on which an electronic debit transaction may be processed 
to— 
‘‘(i) 1 such network; or 
‘‘(ii) 2 or more such networks which are owned, 
controlled, or otherwise operated by — 
‘‘(I) affiliated persons; or 
‘‘(II) networks affiliated with such issuer. 
‘‘(B) NO
ROUTING
RESTRICTIONS.—The Board shall, 
before the end of the 1-year period beginning on the date 
of the enactment of the Consumer Financial Protection 
Act of 2010, prescribe regulations providing that an issuer 
or payment card network shall not, directly or through 
any agent, processor, or licensed member of the network, 
by contract, requirement, condition, penalty, or otherwise, 
inhibit the ability of any person who accepts debit cards 
for payments to direct the routing of electronic debit trans-
actions for processing over any payment card network that 
may process such transactions. 
‘‘(2) LIMITATION ON RESTRICTIONS ON OFFERING DISCOUNTS 
FOR USE OF A FORM OF PAYMENT.— 
‘‘(A) IN GENERAL.—A payment card network shall not, 
directly or through any agent, processor, or licensed 
member of the network, by contract, requirement, condi-
tion, penalty, or otherwise, inhibit the ability of any person 
to provide a discount or in-kind incentive for payment 
by the use of cash, checks, debit cards, or credit cards 
to the extent that— 
‘‘(i) in the case of a discount or in-kind incentive 
for payment by the use of debit cards, the discount 
or in-kind incentive does not differentiate on the basis 
of the issuer or the payment card network; 
‘‘(ii) in the case of a discount or in-kind incentive 
for payment by the use of credit cards, the discount 
or in-kind incentive does not differentiate on the basis 
of the issuer or the payment card network; and 
‘‘(iii) to the extent required by Federal law and 
applicable State law, such discount or in-kind incentive 
is offered to all prospective buyers and disclosed clearly 
and conspicuously. 
‘‘(B) LAWFUL DISCOUNTS.—For purposes of this para-
graph, the network may not penalize any person for the 
providing of a discount that is in compliance with Federal 
law and applicable State law. 
Deadlines. 
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124 STAT. 2073 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(3) LIMITATION ON RESTRICTIONS ON SETTING TRANSACTION 
MINIMUMS OR MAXIMUMS.— 
‘‘(A) IN GENERAL.—A payment card network shall not, 
directly or through any agent, processor, or licensed 
member of the network, by contract, requirement, condi-
tion, penalty, or otherwise, inhibit the ability— 
‘‘(i) of any person to set a minimum dollar value 
for the acceptance by that person of credit cards, to 
the extent that — 
‘‘(I) such minimum dollar value does not dif-
ferentiate between issuers or between payment 
card networks; and 
‘‘(II) such minimum dollar value does not 
exceed $10.00; or 
‘‘(ii) of any Federal agency or institution of higher 
education to set a maximum dollar value for the accept-
ance by that Federal agency or institution of higher 
education of credit cards, to the extent that such max-
imum dollar value does not differentiate between 
issuers or between payment card networks. 
‘‘(B) INCREASE
IN
MINIMUM
DOLLAR
AMOUNT.—The 
Board may, by regulation prescribed pursuant to section 
553 of title 5, United States Code, increase the amount 
of the dollar value listed in subparagraph (A)(i)(II). 
‘‘(4) RULE OF CONSTRUCTION:.—No provision of this sub-
section shall be construed to authorize any person— 
‘‘(A) to discriminate between debit cards within a pay-
ment card network on the basis of the issuer that issued 
the debit card; or 
‘‘(B) to discriminate between credit cards within a pay-
ment card network on the basis of the issuer that issued 
the credit card. 
‘‘(c) DEFINITIONS.—For purposes of this section, the following 
definitions shall apply: 
‘‘(1) AFFILIATE.—The term ‘affiliate’ means any company 
that controls, is controlled by, or is under common control 
with another company. 
‘‘(2) DEBIT CARD.—The term ‘debit card’— 
‘‘(A) means any card, or other payment code or device, 
issued or approved for use through a payment card network 
to debit an asset account (regardless of the purpose for 
which the account is established), whether authorization 
is based on signature, PIN, or other means; 
‘‘(B) includes a general-use prepaid card, as that term 
is defined in section 915(a)(2)(A); and 
‘‘(C) does not include paper checks. 
‘‘(3) CREDIT CARD.—The term ‘credit card’ has the same 
meaning as in section 103 of the Truth in Lending Act. 
‘‘(4) DISCOUNT.—The term ‘discount’— 
‘‘(A) means a reduction made from the price that cus-
tomers are informed is the regular price; and 
‘‘(B) does not include any means of increasing the 
price that customers are informed is the regular price. 
‘‘(5) ELECTRONIC DEBIT TRANSACTION.—The term ‘electronic 
debit transaction’ means a transaction in which a person uses 
a debit card. 
‘‘(6) FEDERAL AGENCY.—The term ‘Federal agency’ means— 
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124 STAT. 2074 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(A) an agency (as defined in section 101 of title 31, 
United States Code); and 
‘‘(B) a Government corporation (as defined in section 
103 of title 5, United States Code). 
‘‘(7) INSTITUTION OF HIGHER EDUCATION.—The term ‘institu-
tion of higher education’ has the same meaning as in 101 
and 102 of the Higher Education Act of 1965 (20 U.S.C. 1001, 
1002). 
‘‘(8) INTERCHANGE
TRANSACTION
FEE.—The term ‘inter-
change transaction fee’ means any fee established, charged 
or received by a payment card network for the purpose of 
compensating an issuer for its involvement in an electronic 
debit transaction. 
‘‘(9) ISSUER.—The term ‘issuer’ means any person who 
issues a debit card, or credit card, or the agent of such person 
with respect to such card. 
‘‘(10) NETWORK FEE.—The term ‘network fee’ means any 
fee charged and received by a payment card network with 
respect to an electronic debit transaction, other than an inter-
change transaction fee. 
‘‘(11) PAYMENT CARD NETWORK.—The term ‘payment card 
network’ means an entity that directly, or through licensed 
members, processors, or agents, provides the proprietary serv-
ices, infrastructure, and software that route information and 
data to conduct debit card or credit card transaction authoriza-
tion, clearance, and settlement, and that a person uses in 
order to accept as a form of payment a brand of debit card, 
credit card or other device that may be used to carry out 
debit or credit transactions. 
‘‘(d) ENFORCEMENT.— 
‘‘(1) IN
GENERAL.—Compliance with the requirements 
imposed under this section shall be enforced under section 
918. 
‘‘(2) EXCEPTION.—Sections 916 and 917 shall not apply 
with respect to this section or the requirements imposed pursu-
ant to this section.’’. 
(b) AMENDMENT TO THE FOOD AND NUTRITION ACT OF 2008.— 
Section 7(h)(10) of the Food and Nutrition Act of 2008 (7 U.S.C. 
2016(h)(10)) is amended to read as follows: 
‘‘(10) FEDERAL LAW NOT APPLICABLE.—Section 920 of the 
Electronic Fund Transfer Act shall not apply to electronic ben-
efit transfer or reimbursement systems under this Act.’’. 
(c) AMENDMENT TO THE FARM SECURITY AND RURAL INVESTMENT 
ACT OF 2002.—Section 4402 of the Farm Security and Rural Invest-
ment Act of 2002 (7 U.S.C. 3007) is amended by adding at the 
end the following new subsection: 
‘‘(f) FEDERAL LAW NOT APPLICABLE.—Section 920 of the Elec-
tronic Fund Transfer Act shall not apply to electronic benefit 
transfer systems established under this section.’’. 
(d) AMENDMENT TO THE CHILD NUTRITION ACT OF 1966.—Sec-
tion 11 of the Child Nutrition Act of 1966 (42 U.S.C. 1780) is 
amended by adding at the end the following: 
‘‘(c) FEDERAL LAW NOT APPLICABLE.—Section 920 of the Elec-
tronic Fund Transfer Act shall not apply to electronic benefit 
transfer systems established under this Act or the Richard B. 
Russell National School Lunch Act (42 U.S.C. 1751 et seq.).’’. 
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124 STAT. 2075 
PUBLIC LAW 111–203—JULY 21, 2010 
SEC. 1076. REVERSE MORTGAGE STUDY AND REGULATIONS. 
(a) STUDY.—Not later than 1 year after the designated transfer 
date, the Bureau shall conduct a study on reverse mortgage trans-
actions. 
(b) REGULATIONS.— 
(1) IN GENERAL.—If the Bureau determines through the 
study required under subsection (a) that conditions or limita-
tions on reverse mortgage transactions are necessary or appro-
priate for accomplishing the purposes and objectives of this 
title, including protecting borrowers with respect to the 
obtaining of reverse mortgage loans for the purpose of funding 
investments, annuities, and other investment products and the 
suitability of a borrower in obtaining a reverse mortgage for 
such purpose. 
(2) IDENTIFIED PRACTICES AND INTEGRATED DISCLOSURES.— 
The regulations prescribed under paragraph (1) may, as the 
Bureau may so determine— 
(A) identify any practice as unfair, deceptive, or abusive 
in connection with a reverse mortgage transaction; and 
(B) provide for an integrated disclosure standard and 
model disclosures for reverse mortgage transactions, con-
sistent with section 4302(d), that combines the relevant 
disclosures required under the Truth in Lending Act (15 
U.S.C. 1601 et seq.) and the Real Estate Settlement Proce-
dures Act, with the disclosures required to be provided 
to consumers for Home Equity Conversion Mortgages under 
section 255 of the National Housing Act. 
(c) RULE OF CONSTRUCTION.—This section shall not be con-
strued as limiting the authority of the Bureau to issue regulations, 
orders, or guidance that apply to reverse mortgages prior to the 
completion of the study required under subsection (a). 
SEC. 1077. REPORT ON PRIVATE EDUCATION LOANS AND PRIVATE 
EDUCATIONAL LENDERS. 
(a) REPORT.—Not later than 2 years after the date of enactment 
of this Act, the Director and the Secretary of Education, in consulta-
tion with the Commissioners of the Federal Trade Commission, 
and the Attorney General of the United States, shall submit a 
report to the Committee on Banking, Housing, and Urban Affairs 
and the Committee on Health, Education, Labor, and Pensions 
of the Senate and the Committee on Financial Services and the 
Committee on Education and Labor of the House of Representatives, 
on private education loans (as that term is defined in section 
140 of the Truth in Lending Act (15 U.S.C. 1650)) and private 
educational lenders (as that term is defined in such section). 
(b) CONTENT.—The report required by this section shall 
examine, at a minimum— 
(1) the growth and changes of the private education loan 
market in the United States; 
(2) factors influencing such growth and changes; 
(3) the extent to which students and parents of students 
rely on private education loans to finance postsecondary edu-
cation and the private education loan indebtedness of bor-
rowers; 
(4) the characteristics of private education loan borrowers, 
including— 
12 USC 5602. 
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124 STAT. 2076 
PUBLIC LAW 111–203—JULY 21, 2010 
(A) the types of institutions of higher education that 
they attend; 
(B) socioeconomic characteristics (including income and 
education levels, racial characteristics, geographical back-
ground, age, and gender); 
(C) what other forms of financing borrowers use to 
pay for education; 
(D) whether they exhaust their Federal loan options 
before taking out a private loan; 
(E) whether such borrowers are dependent or inde-
pendent students (as determined under part F of title IV 
of the Higher Education Act of 1965) or parents of such 
students; 
(F) whether such borrowers are students enrolled in 
a program leading to a certificate, license, or credential 
other than a degree, an associates degree, a baccalaureate 
degree, or a graduate or professional degree; and 
(G) if practicable, employment and repayment behav-
iors; 
(5) the characteristics of private educational lenders, 
including whether such creditors are for-profit, non-profit, or 
institutions of higher education; 
(6) the underwriting criteria used by private educational 
lenders, including the use of cohort default rate (as such term 
is defined in section 435(m) of the Higher Education Act of 
1965); 
(7) the terms, conditions, and pricing of private education 
loans; 
(8) the consumer protections available to private education 
loan borrowers, including the effectiveness of existing disclo-
sures and requirements and borrowers’ awareness and under-
standing about terms and conditions of various financial prod-
ucts; 
(9) whether Federal regulators and the public have access 
to information sufficient to provide them with assurances that 
private education loans are provided in accord with the Nation’s 
fair lending laws and that allows public officials to determine 
lender compliance with fair lending laws; and 
(10) any statutory or legislative recommendations necessary 
to improve consumer protections for private education loan 
borrowers and to better enable Federal regulators and the 
public to ascertain private educational lender compliance with 
fair lending laws. 
SEC. 1078. STUDY AND REPORT ON CREDIT SCORES. 
(a) STUDY.—The Bureau shall conduct a study on the nature, 
range, and size of variations between the credit scores sold to 
creditors and those sold to consumers by consumer reporting agen-
cies that compile and maintain files on consumers on a nationwide 
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. 
(b) REPORT TO CONGRESS.—The Bureau shall submit a report 
to Congress on the results of the study conducted under subsection 
(a) not later than 1 year after the date of enactment of this Act. 
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124 STAT. 2077 
PUBLIC LAW 111–203—JULY 21, 2010 
SEC. 1079. REVIEW, REPORT, AND PROGRAM WITH RESPECT TO 
EXCHANGE FACILITATORS. 
(a) REVIEW.—The Director shall review all Federal laws and 
regulations relating to the protection of consumers who use 
exchange facilitators for transactions primarily for personal, family, 
or household purposes. 
(b) REPORT.—Not later than 1 year after the designated transfer 
date, the Director shall submit to Congress a report describing— 
(1) recommendations for legislation to ensure the appro-
priate protection of consumers who use exchange facilitators 
for transactions primarily for personal, family, or household 
purposes; 
(2) recommendations for updating the regulations of Fed-
eral departments and agencies to ensure the appropriate protec-
tion of such consumers; and 
(3) recommendations for regulations to ensure the appro-
priate protection of such consumers. 
(c) PROGRAM.—Not later than 2 years after the date of the 
submission of the report under subsection (b), the Bureau shall, 
consistent with subtitle B, propose regulations or otherwise estab-
lish a program to protect consumers who use exchange facilitators. 
(d) EXCHANGE FACILITATOR DEFINED.—In this section, the term 
‘‘exchange facilitator’’ means a person that— 
(1) facilitates, for a fee, an exchange of like kind property 
by entering into an agreement with a taxpayer by which the 
exchange facilitator acquires from the taxpayer the contractual 
rights to sell the taxpayer’s relinquished property and transfers 
a replacement property to the taxpayer as a qualified inter-
mediary (within the meaning of Treasury Regulations section 
1.1031(k)–1(g)(4)) or enters into an agreement with the tax-
payer to take title to a property as an exchange accommodation 
titleholder (within the meaning of Revenue Procedure 2000– 
37) or enters into an agreement with a taxpayer to act as 
a qualified trustee or qualified escrow holder (within the 
meaning of Treasury Regulations section 1.1031(k)–1(g)(3)); 
(2) maintains an office for the purpose of soliciting business 
to perform the services described in paragraph (1); or 
(3) advertises any of the services described in paragraph 
(1) or solicits clients in printed publications, direct mail, tele-
vision or radio advertisements, telephone calls, facsimile trans-
missions, or other electronic communications directed to the 
general public for purposes of providing any such services. 
SEC. 1079A. FINANCIAL FRAUD PROVISIONS. 
(a) SENTENCING GUIDELINES.— 
(1) SECURITIES FRAUD.— 
(A) DIRECTIVE.—Pursuant to its authority under sec-
tion 994 of title 28, United States Code, and in accordance 
with this paragraph, the United States Sentencing 
Commission shall review and, if appropriate, amend the 
Federal Sentencing Guidelines and policy statements 
applicable to persons convicted of offenses relating to secu-
rities fraud or any other similar provision of law, in order 
to reflect the intent of Congress that penalties for the 
offenses under the guidelines and policy statements appro-
priately account for the potential and actual harm to the 
public and the financial markets from the offenses. 
28 USC 994 note. 
Review. 
12 USC 5603. 
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124 STAT. 2078 
PUBLIC LAW 111–203—JULY 21, 2010 
(B) REQUIREMENTS.—In making any amendments to 
the Federal Sentencing Guidelines and policy statements 
under subparagraph (A), the United States Sentencing 
Commission shall— 
(i) ensure that the guidelines and policy state-
ments, particularly section 2B1.1(b)(14) and section 
2B1.1(b)(17) (and any successors thereto), reflect— 
(I) the serious nature of the offenses described 
in subparagraph (A); 
(II) the need for an effective deterrent and 
appropriate punishment to prevent the offenses; 
and 
(III) the effectiveness of incarceration in fur-
thering the objectives described in subclauses (I) 
and (II); 
(ii) consider the extent to which the guidelines 
appropriately account for the potential and actual harm 
to the public and the financial markets resulting from 
the offenses; 
(iii) ensure reasonable consistency with other rel-
evant directives and guidelines and Federal statutes; 
(iv) make any necessary conforming changes to 
guidelines; and 
(v) ensure that the guidelines adequately meet 
the purposes of sentencing, as set forth in section 
3553(a)(2) of title 18, United States Code. 
(2) FINANCIAL INSTITUTION FRAUD.— 
(A) DIRECTIVE.—Pursuant to its authority under sec-
tion 994 of title 28, United States Code, and in accordance 
with this paragraph, the United States Sentencing 
Commission shall review and, if appropriate, amend the 
Federal Sentencing Guidelines and policy statements 
applicable to persons convicted of fraud offenses relating 
to financial institutions or federally related mortgage loans 
and any other similar provisions of law, to reflect the 
intent of Congress that the penalties for the offenses under 
the guidelines and policy statements ensure appropriate 
terms of imprisonment for offenders involved in substantial 
bank frauds or other frauds relating to financial institu-
tions. 
(B) REQUIREMENTS.—In making any amendments to 
the Federal Sentencing Guidelines and policy statements 
under subparagraph (A), the United States Sentencing 
Commission shall— 
(i) ensure that the guidelines and policy statements 
reflect— 
(I) the serious nature of the offenses described 
in subparagraph (A); 
(II) the need for an effective deterrent and 
appropriate punishment to prevent the offenses; 
and 
(III) the effectiveness of incarceration in fur-
thering the objectives described in subclauses (I) 
and (II); 
(ii) consider the extent to which the guidelines 
appropriately account for the potential and actual harm 
28 USC 994 note. 
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124 STAT. 2079 
PUBLIC LAW 111–203—JULY 21, 2010 
to the public and the financial markets resulting from 
the offenses; 
(iii) ensure reasonable consistency with other rel-
evant directives and guidelines and Federal statutes; 
(iv) make any necessary conforming changes to 
guidelines; and 
(v) ensure that the guidelines adequately meet 
the purposes of sentencing, as set forth in section 
3553(a)(2) of title 18, United States Code. 
(b) EXTENSION OF STATUTE OF LIMITATIONS FOR SECURITIES 
FRAUD VIOLATIONS.— 
(1) IN GENERAL.—Chapter 213 of title 18, United States 
Code, is amended by adding at the end the following: 
‘‘§ 3301. Securities fraud offenses 
‘‘(a) DEFINITION.—In this section, the term ‘securities fraud 
offense’ means a violation of, or a conspiracy or an attempt to 
violate— 
‘‘(1) section 1348; 
‘‘(2) section 32(a) of the Securities Exchange Act of 1934 
(15 U.S.C. 78ff(a)); 
‘‘(3) section 24 of the Securities Act of 1933 (15 U.S.C. 
77x); 
‘‘(4) section 217 of the Investment Advisers Act of 1940 
(15 U.S.C. 80b–17); 
‘‘(5) section 49 of the Investment Company Act of 1940 
(15 U.S.C. 80a–48); or 
‘‘(6) section 325 of the Trust Indenture Act of 1939 (15 
U.S.C. 77yyy). 
‘‘(b) LIMITATION.—No person shall be prosecuted, tried, or pun-
ished for a securities fraud offense, unless the indictment is found 
or the information is instituted within 6 years after the commission 
of the offense.’’. 
(2) TECHNICAL AND CONFORMING AMENDMENT.—The table 
of sections for chapter 213 of title 18, United States Code, 
is amended by adding at the end the following: 
‘‘3301. Securities fraud offenses.’’. 
(c) AMENDMENTS
TO
THE FALSE CLAIMS ACT RELATING
TO 
LIMITATIONS ON ACTIONS.—Section 3730(h) of title 31, United States 
Code, is amended— 
(1) in paragraph (1), by striking ‘‘or agent on behalf of 
the employee, contractor, or agent or associated others in fur-
therance of other efforts to stop 1 or more violations of this 
subchapter’’ and inserting ‘‘agent or associated others in fur-
therance of an action under this section or other efforts to 
stop 1 or more violations of this subchapter’’; and 
(2) by adding at the end the following: 
‘‘(3) LIMITATION ON BRINGING CIVIL ACTION.—A civil action 
under this subsection may not be brought more than 3 years 
after the date when the retaliation occurred.’’. 
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124 STAT. 2080 
PUBLIC LAW 111–203—JULY 21, 2010 
Subtitle H—Conforming Amendments 
SEC. 1081. AMENDMENTS TO THE INSPECTOR GENERAL ACT. 
Effective on the date of enactment of this Act, the Inspector 
General Act of 1978 (5 U.S.C. App. 3) is amended— 
(1) in section 8G(a)(2), by inserting ‘‘and the Bureau of 
Consumer Financial Protection’’ after ‘‘Board of Governors of 
the Federal Reserve System’’; 
(2) in section 8G(c), by adding at the end the following: 
‘‘For purposes of implementing this section, the Chairman of 
the Board of Governors of the Federal Reserve System shall 
appoint the Inspector General of the Board of Governors of 
the Federal Reserve System and the Bureau of Consumer 
Financial Protection. The Inspector General of the Board of 
Governors of the Federal Reserve System and the Bureau of 
Consumer Financial Protection shall have all of the authorities 
and responsibilities provided by this Act with respect to the 
Bureau of Consumer Financial Protection, as if the Bureau 
were part of the Board of Governors of the Federal Reserve 
System.’’; and 
(3) in section 8G(g)(3), by inserting ‘‘and the Bureau of 
Consumer Financial Protection’’ after ‘‘Board of Governors of 
the Federal Reserve System’’ the first place that term appears. 
SEC. 1082. AMENDMENTS TO THE PRIVACY ACT OF 1974. 
Effective on the date of enactment of this Act, section 552a 
of title 5, United States Code, is amended by adding at the end 
the following: 
‘‘(w) APPLICABILITY
TO
BUREAU
OF
CONSUMER
FINANCIAL 
PROTECTION.—Except as provided in the Consumer Financial 
Protection Act of 2010, this section shall apply with respect to 
the Bureau of Consumer Financial Protection.’’. 
SEC. 1083. AMENDMENTS TO THE ALTERNATIVE MORTGAGE TRANS-
ACTION PARITY ACT OF 1982. 
(a) IN GENERAL.—The Alternative Mortgage Transaction Parity 
Act of 1982 (12 U.S.C. 3801 et seq.) is amended— 
(1) in section 803 (12 U.S.C. 3802(1)), by striking ‘‘1974’’ 
and all that follows through ‘‘described and defined’’ and 
inserting the following: ‘‘1974), in which the interest rate or 
finance charge may be adjusted or renegotiated, described and 
defined’’; and 
(2) in section 804 (12 U.S.C. 3803)— 
(A) in subsection (a)— 
(i) in each of paragraphs (1), (2), and (3), by 
inserting after ‘‘transactions made’’ each place that 
term appears ‘‘on or before the designated transfer 
date, as determined under section 1062 of the Con-
sumer Financial Protection Act of 2010,’’; 
(ii) in paragraph (2), by striking ‘‘and’’ at the end; 
(iii) in paragraph (3), by striking the period at 
the end and inserting ‘‘; and’’; and 
(iv) by adding at the end the following new para-
graph: 
‘‘(4) with respect to transactions made after the designated 
transfer date, only in accordance with regulations governing 
alternative mortgage transactions, as issued by the Bureau 
Effective date. 
5 USC 552a note. 
Appointment. 
5 USC app. 8G. 
Effective date. 
5 USC app. 8G 
note. 
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124 STAT. 2081 
PUBLIC LAW 111–203—JULY 21, 2010 
of Consumer Financial Protection for federally chartered 
housing creditors, in accordance with the rulemaking authority 
granted to the Bureau of Consumer Financial Protection with 
regard to federally chartered housing creditors under provisions 
of law other than this section.’’; 
(B) by striking subsection (c) and inserting the fol-
lowing: 
‘‘(c) PREEMPTION
OF STATE LAW.—An alternative mortgage 
transaction may be made by a housing creditor in accordance with 
this section, notwithstanding any State constitution, law, or regula-
tion that prohibits an alternative mortgage transaction. For pur-
poses of this subsection, a State constitution, law, or regulation 
that prohibits an alternative mortgage transaction does not include 
any State constitution, law, or regulation that regulates mortgage 
transactions generally, including any restriction on prepayment 
penalties or late charges.’’; and 
(C) by adding at the end the following: 
‘‘(d) BUREAU ACTIONS.—The Bureau of Consumer Financial 
Protection shall— 
‘‘(1) review the regulations identified by the Comptroller 
of the Currency and the National Credit Union Administration, 
(as those rules exist on the designated transfer date), as 
applicable under paragraphs (1) through (3) of subsection (a); 
‘‘(2) determine whether such regulations are fair and not 
deceptive and otherwise meet the objectives of the Consumer 
Financial Protection Act of 2010; and 
‘‘(3) promulgate regulations under subsection (a)(4) after 
the designated transfer date. 
‘‘(e) DESIGNATED TRANSFER DATE.—As used in this section, 
the term ‘designated transfer date’ means the date determined 
under section 1062 of the Consumer Financial Protection Act of 
2010.’’. 
(b) EFFECTIVE DATE.—This section and the amendments made 
by this section shall become effective on the designated transfer 
date. 
(c) RULE OF CONSTRUCTION.—The amendments made by sub-
section (a) shall not affect any transaction covered by the Alter-
native Mortgage Transaction Parity Act of l982 (12 U.S.C. 3801 
et seq.) and entered into on or before the designated transfer 
date. 
SEC. 1084. AMENDMENTS TO THE ELECTRONIC FUND TRANSFER ACT. 
The Electronic Fund Transfer Act (15 U.S.C. 1693 et seq.) 
is amended— 
(1) by striking ‘‘Board’’ each place that term appears and 
inserting ‘‘Bureau’’, except in subsections (a) and (e) of section 
904 (as amended in paragraph (3) of this section) and in 918 
(15 U.S.C. 1693o) (as so designated by the Credit Card Act 
of 2009) and section 920 (as added by section 1076); 
(2) in section 903 (15 U.S.C. 1693a)— 
(A) by redesignating paragraphs (3) through (11) as 
paragraphs (4) through (12), respectively; and 
(B) by inserting after paragraph (3) the following: 
‘‘(4) the term ‘Bureau’ means the Bureau of Consumer 
Financial Protection;’’; 
(3) in section 904 (15 U.S.C. 1693b)— 
Definition. 
15 USC 1693a et 
seq. 
12 USC 3802 
note. 
12 USC 3802 
note. 
Definition. 
Regulations. 
Determination. 
Review. 
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124 STAT. 2082 
PUBLIC LAW 111–203—JULY 21, 2010 
(A) in subsection (a), by striking ‘‘(a) PRESCRIPTION 
BY BOARD.—The Board shall prescribe regulations to carry 
out the purposes of this title.’’ and inserting the following: 
‘‘(a) PRESCRIPTION BY THE BUREAU AND THE BOARD.— 
‘‘(1) IN GENERAL.—Except as provided in paragraph (2), 
the Bureau shall prescribe rules to carry out the purposes 
of this title. 
‘‘(2) AUTHORITY OF THE BOARD.—The Board shall have sole 
authority to prescribe rules— 
‘‘(A) to carry out the purposes of this title with respect 
to a person described in section 1029(a) of the Consumer 
Financial Protection Act of 2010; and 
‘‘(B) to carry out the purposes of section 920.’’; and 
(B) by adding at the end the following new subsection: 
‘‘(e) DEFERENCE.—No provision of this title may be construed 
as altering, limiting, or otherwise affecting the deference that a 
court affords to— 
‘‘(1) the Bureau in making determinations regarding the 
meaning or interpretation of any provision of this title for 
which the Bureau has authority to prescribe regulations; or 
‘‘(2) the Board in making determinations regarding the 
meaning or interpretation of section 920.’’. 
(4) in section 916(d) (15 U.S.C. 1693m) (as so designated 
by the Credit CARD Act of 2009)— 
(A) in the subsection heading, by striking ‘‘OF BOARD 
OR APPROVAL OF DULY AUTHORIZED OFFICIAL OR EMPLOYEE 
OF FEDERAL RESERVE SYSTEM’’; 
(B) by inserting ‘‘Bureau or the’’ before ‘‘Board’’ each 
place that term appears; and 
(C) by inserting ‘‘Bureau of Consumer Financial Protec-
tion or the’’ before ‘‘Federal Reserve System’’; and 
(5) in section 918 (15 U.S.C. 1693o) (as so designated 
by the Credit CARD Act of 2009)— 
(A) in subsection (a)— 
(i) by striking ‘‘Compliance’’ and inserting ‘‘Subject 
to subtitle B of the Consumer Financial Protection 
Act of 2010, compliance’’; 
(ii) by striking paragraphs (1) and (2), and 
inserting the following: 
‘‘(1) section 8 of the Federal Deposit Insurance Act, by 
the appropriate Federal banking agency, as defined in section 
3(q) of the Federal Deposit Insurance Act (12 U.S.C. 1813(q)), 
with respect to— 
‘‘(A) national banks, Federal savings associations, and 
Federal branches and Federal agencies of foreign banks; 
‘‘(B) member banks of the Federal Reserve System 
(other than national banks), branches and agencies of for-
eign banks (other than Federal branches, Federal agencies, 
and insured State branches of foreign banks), commercial 
lending companies owned or controlled by foreign banks, 
and organizations operating under section 25 or 25A of 
the Federal Reserve Act; and 
‘‘(C) banks and State savings associations insured by 
the Federal Deposit Insurance Corporation (other than 
members of the Federal Reserve System), and insured State 
branches of foreign banks;’’; 
Regulations. 
Regulations. 
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124 STAT. 2083 
PUBLIC LAW 111–203—JULY 21, 2010 
(iii) by redesignating paragraphs (3) through (5) 
as paragraphs (2) through (4), respectively; 
(iv) in paragraph (2) (as so redesignated), by 
striking the period at the end and inserting a semi-
colon; 
(v) in paragraph (3) (as so redesignated), by 
striking ‘‘and’’ at the end; 
(vi) in paragraph (4) (as so redesignated), by 
striking the period at the end and inserting ‘‘and’’; 
and 
(vii) by adding at the end the following: 
‘‘(5) subtitle E of the Consumer Financial Protection Act 
of 2010, by the Bureau, with respect to any person subject 
to this title, except that the Bureau shall not have authority 
to enforce the requirements of section 920 or any regulations 
prescribed by the Board under section 920.’’; 
(B) in subsection (b), by inserting ‘‘any of paragraphs 
(1) through (4) of’’ before ‘‘subsection (a)’’ each place that 
term appears; and 
(C) by striking subsection (c) and inserting the fol-
lowing: 
‘‘(c) OVERALL ENFORCEMENT AUTHORITY OF THE FEDERAL TRADE 
COMMISSION.—Except to the extent that enforcement of the require-
ments imposed under this title is specifically committed to some 
other Government agency under any of paragraphs (1) through 
(4) of subsection (a), and subject to subtitle B of the Consumer 
Financial Protection Act of 2010, the Federal Trade Commission 
shall be authorized to enforce such requirements. For the purpose 
of the exercise by the Federal Trade Commission of its functions 
and powers under the Federal Trade Commission Act, a violation 
of any requirement imposed under this title shall be deemed a 
violation of a requirement imposed under that Act. All of the func-
tions and powers of the Federal Trade Commission under the Fed-
eral Trade Commission Act are available to the Federal Trade 
Commission to enforce compliance by any person subject to the 
jurisdiction of the Federal Trade Commission with the requirements 
imposed under this title, irrespective of whether that person is 
engaged in commerce or meets any other jurisdictional tests under 
the Federal Trade Commission Act.’’. 
SEC. 1085. AMENDMENTS TO THE EQUAL CREDIT OPPORTUNITY ACT. 
The Equal Credit Opportunity Act (15 U.S.C. 1691 et seq.) 
is amended— 
(1) by striking ‘‘Board’’ each place that term appears, other 
than in section 703(f) (as added by this section) and section 
704(a)(4) (15 U.S.C. 1691c(a)(4)), and inserting ‘‘Bureau’’; 
(2) in section 702 (15 U.S.C. 1691a), by striking subsection 
(c) and inserting the following: 
‘‘(c) The term ‘Bureau’ means the Bureau of Consumer Financial 
Protection.’’; 
(3) in section 703 (15 U.S.C. 1691b)— 
(A) by striking the section heading and inserting the 
following: 
‘‘SEC. 703. PROMULGATION OF REGULATIONS BY THE BUREAU.’’; 
(B) by striking ‘‘(a) REGULATIONS.—’’; 
(C) by striking subsection (b); 
Definition. 
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124 STAT. 2084 
PUBLIC LAW 111–203—JULY 21, 2010 
(D) by redesignating paragraphs (1) through (5) as 
subsections (a) through (e), respectively; 
(E) in subsection (c), as so redesignated, by striking 
‘‘paragraph (2)’’ and inserting ‘‘subsection (b)’’; and 
(F) by adding at the end the following: 
‘‘(f) BOARD AUTHORITY.—Notwithstanding subsection (a), the 
Board shall prescribe regulations to carry out the purposes of this 
title with respect to a person described in section 1029(a) of the 
Consumer Financial Protection Act of 2010. These regulations may 
contain but are not limited to such classifications, differentiation, 
or other provision, and may provide for such adjustments and 
exceptions for any class of transactions, as in the judgment of 
the Board are necessary or proper to effectuate the purposes of 
this title, to prevent circumvention or evasion thereof, or to facilitate 
or substantiate compliance therewith. 
‘‘(g) DEFERENCE.—Notwithstanding any power granted to any 
Federal agency under this title, the deference that a court affords 
to a Federal agency with respect to a determination made by 
such agency relating to the meaning or interpretation of any provi-
sion of this title that is subject to the jurisdiction of such agency 
shall be applied as if that agency were the only agency authorized 
to apply, enforce, interpret, or administer the provisions of this 
title’’; 
(4) in section 704 (15 U.S.C. 1691c)— 
(A) in subsection (a)— 
(i) by striking ‘‘Compliance’’ and inserting ‘‘Subject 
to subtitle B of the Consumer Protection Financial 
Protection Act of 2010’’; 
(ii) by striking paragraphs (1) and (2) and inserting 
the following: 
‘‘(1) section 8 of the Federal Deposit Insurance Act, by 
the appropriate Federal banking agency, as defined in section 
3(q) of the Federal Deposit Insurance Act (12 U.S.C. 1813(q)), 
with respect to— 
‘‘(A) national banks, Federal savings associations, and 
Federal branches and Federal agencies of foreign banks; 
‘‘(B) member banks of the Federal Reserve System 
(other than national banks), branches and agencies of for-
eign banks (other than Federal branches, Federal agencies, 
and insured State branches of foreign banks), commercial 
lending companies owned or controlled by foreign banks, 
and organizations operating under section 25 or 25A of 
the Federal Reserve Act; and 
‘‘(C) banks and State savings associations insured by 
the Federal Deposit Insurance Corporation (other than 
members of the Federal Reserve System), and insured State 
branches of foreign banks;’’; 
(iii) by redesignating paragraphs (3) through (9) 
as paragraphs (2) through (8), respectively; 
(iv) in paragraph (7) (as so redesignated), by 
striking ‘‘and’’ at the end; 
(v) in paragraph (8) (as so redesignated), by 
striking the period at the end, and inserting ‘‘; and’’; 
and 
(vi) by adding at the end the following: 
Regulations. 
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124 STAT. 2085 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(9) Subtitle E of the Consumer Financial Protection Act 
of 2010, by the Bureau, with respect to any person subject 
to this title.’’; 
(B) by striking subsection (c) and inserting the fol-
lowing: 
‘‘(c) OVERALL ENFORCEMENT AUTHORITY
OF FEDERAL TRADE 
COMMISSION.—Except to the extent that enforcement of the require-
ments imposed under this title is specifically committed to some 
other Government agency under any of paragraphs (1) through 
(8) of subsection (a), and subject to subtitle B of the Consumer 
Financial Protection Act of 2010, the Federal Trade Commission 
shall be authorized to enforce such requirements. For the purpose 
of the exercise by the Federal Trade Commission of its functions 
and powers under the Federal Trade Commission Act (15 U.S.C. 
41 et seq.), a violation of any requirement imposed under this 
subchapter shall be deemed a violation of a requirement imposed 
under that Act. All of the functions and powers of the Federal 
Trade Commission under the Federal Trade Commission Act are 
available to the Federal Trade Commission to enforce compliance 
by any person with the requirements imposed under this title, 
irrespective of whether that person is engaged in commerce or 
meets any other jurisdictional tests under the Federal Trade 
Commission Act, including the power to enforce any rule prescribed 
by the Bureau under this title in the same manner as if the 
violation had been a violation of a Federal Trade Commission 
trade regulation rule.’’; and 
(C) in subsection (d), by striking ‘‘Board’’ and inserting 
‘‘Bureau’’; 
(5) in section 706(e) (15 U.S.C. 1691e(e))— 
(A) in the subsection heading— 
(i) by striking ‘‘BOARD’’ each place that term 
appears and inserting ‘‘BUREAU’’; and 
(ii) by striking ‘‘FEDERAL RESERVE SYSTEM’’ and 
inserting ‘‘BUREAU OF CONSUMER FINANCIAL PROTEC-
TION’’; and 
(B) by striking ‘‘Federal Reserve System’’ and inserting 
‘‘Bureau of Consumer Financial Protection’’; 
(6) in section 706(g) (15 U.S.C. 1691e(g)), by striking ‘‘(3)’’ 
and inserting ‘‘(9)’’; and 
(7) in section 706(f) (15 U.S.C. 1691e(f)), by striking ‘‘two 
years from’’ each place that term appears and inserting ‘‘5 
years after’’. 
SEC. 1086. AMENDMENTS TO THE EXPEDITED FUNDS AVAILABILITY 
ACT. 
(a) AMENDMENT TO SECTION 603.—Section 603(d)(1) of the Expe-
dited Funds Availability Act (12 U.S.C. 4002) is amended by 
inserting after ‘‘Board’’ the following ‘‘, jointly with the Director 
of the Bureau of Consumer Financial Protection,’’. 
(b) AMENDMENTS TO SECTION 604.—Section 604 of the Expe-
dited Funds Availability Act (12 U.S.C. 4003) is amended— 
(1) by inserting after ‘‘Board’’ each place that term appears, 
other than in subsection (f), the following: ‘‘, jointly with the 
Director of the Bureau of Consumer Financial Protection,’’; 
and 
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124 STAT. 2086 
PUBLIC LAW 111–203—JULY 21, 2010 
(2) in subsection (f), by striking ‘‘Board.’’ each place that 
term appears and inserting the following: ‘‘Board, jointly with 
the Director of the Bureau of Consumer Financial Protection.’’. 
(c) AMENDMENTS TO SECTION 605.—Section 605 of the Expedited 
Funds Availability Act (12 U.S.C. 4004) is amended— 
(1) by inserting after ‘‘Board’’ each place that term appears, 
other than in the heading for section 605(f)(1), the following: 
‘‘, jointly with the Director of the Bureau of Consumer Financial 
Protection,’’; and 
(2) in subsection (f)(1), in the paragraph heading, by 
inserting ‘‘AND BUREAU’’ after ‘‘BOARD’’. 
(d) AMENDMENTS TO SECTION 609.—Section 609 of the Expe-
dited Funds Availability Act (12 U.S.C. 4008) is amended: 
(1) in subsection (a), by inserting after ‘‘Board’’ the following 
‘‘, jointly with the Director of the Bureau of Consumer Financial 
Protection,’’; and 
(2) by striking subsection (e) and inserting the following: 
‘‘(e) CONSULTATIONS.—In prescribing regulations under sub-
sections (a) and (b), the Board and the Director of the Bureau 
of Consumer Financial Protection, in the case of subsection (a), 
and the Board, in the case of subsection (b), shall consult with 
the Comptroller of the Currency, the Board of Directors of the 
Federal Deposit Insurance Corporation, and the National Credit 
Union Administration Board.’’. 
(e) EXPEDITED FUNDS AVAILABILITY IMPROVEMENTS.—Section 
603 of the Expedited Funds Availability Act (12 U.S.C. 4002) is 
amended— 
(1) in subsection (a)(2)(D), by striking ‘‘$100’’ and inserting 
‘‘$200’’; and 
(2) in subsection (b)(3)(C), in the subparagraph heading, 
by striking ‘‘$100’’ and inserting ‘‘$200’’; and 
(3) in subsection (c)(1)(B)(iii), in the clause heading, by 
striking ‘‘$100’’ and inserting ‘‘$200’’. 
(f) REGULAR ADJUSTMENTS FOR INFLATION.—Section 607 of the 
Expedited Funds Availability Act (12 U.S.C. 4006) is amended 
by adding at the end the following: 
‘‘(f) ADJUSTMENTS TO DOLLAR AMOUNTS FOR INFLATION.—The 
dollar amounts under this title shall be adjusted every 5 years 
after December 31, 2011, by the annual percentage increase in 
the Consumer Price Index for Urban Wage Earners and Clerical 
Workers, as published by the Bureau of Labor Statistics, rounded 
to the nearest multiple of $25.’’. 
SEC. 1087. AMENDMENTS TO THE FAIR CREDIT BILLING ACT. 
The Fair Credit Billing Act (15 U.S.C. 1666–1666j) is amended 
by striking ‘‘Board’’ each place that term appears, other than in 
section 105(i) (as added by this subtitle) and inserting ‘‘Bureau’’. 
SEC. 1088. AMENDMENTS TO THE FAIR CREDIT REPORTING ACT AND 
THE FAIR AND ACCURATE CREDIT TRANSACTIONS ACT 
OF 2003. 
(a) FAIR CREDIT REPORTING ACT.—The Fair Credit Reporting 
Act (15 U.S.C. 1681 et seq.) is amended— 
(1) in section 603 (15 U.S.C. 1681a)— 
(A) by redesignating subsections (w) and (x) as sub-
sections (x) and (y), respectively; and 
(B) by inserting after subsection (v) the following: 
15 USC 1666, 
1666c, 1666j. 
Deadline. 
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124 STAT. 2087 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(w) The term ‘Bureau’ means the Bureau of Consumer Finan-
cial Protection.’’; and 
(2) except as otherwise specifically provided in this sub-
section— 
(A) by striking ‘‘Federal Trade Commission’’ each place 
that term appears and inserting ‘‘Bureau’’; 
(B) by striking ‘‘FTC’’ each place that term appears 
and inserting ‘‘Bureau’’; 
(C) by striking ‘‘the Commission’’ each place that term 
appears, other than sections 615(e) (15 U.S.C. 1681m(e)) 
and 628(a)(1) (15 U.S.C. 1681w(a)(1)), and inserting ‘‘the 
Bureau’’; and 
(D) by striking ‘‘The Federal banking agencies, the 
National Credit Union Administration, and the Commission 
shall jointly’’ each place that term appears, other than 
section 615(e)(1) (15 U.S.C. 1681m(e)) and section 628(a)(1) 
(15 U.S.C. 1681w(a)(1)), and inserting ‘‘The Bureau shall’’; 
(3) in section 603(k)(2) (15 U.S.C. 1681a(k)(2)), by striking 
‘‘Board of Governors of the Federal Reserve System’’ and 
inserting ‘‘Bureau’’; 
(4) in section 604(g) (15 U.S.C. 1681b(g))— 
(A) in paragraph (3), by striking subparagraph (C) 
and inserting the following: 
‘‘(C) as otherwise determined to be necessary and 
appropriate, by regulation or order, by the Bureau or the 
applicable State insurance authority (with respect to any 
person engaged in providing insurance or annuities).’’; and 
(B) by striking paragraph (5) and inserting the fol-
lowing: 
‘‘(5) REGULATIONS
AND
EFFECTIVE
DATE
FOR
PARAGRAPH 
(2).— 
‘‘(A) REGULATIONS REQUIRED.—The Bureau may, after 
notice and opportunity for comment, prescribe regulations 
that permit transactions under paragraph (2) that are 
determined to be necessary and appropriate to protect 
legitimate operational, transactional, risk, consumer, and 
other needs (and which shall include permitting actions 
necessary for administrative verification purposes), con-
sistent with the intent of paragraph (2) to restrict the 
use of medical information for inappropriate purposes.’’; 
(5) in section 605(h)(2)(A) (15 U.S.C. 1681c(h)(2)(A)), by 
striking ‘‘with respect to the entities that are subject to their 
respective enforcement authority under section 621’’ and 
inserting ‘‘, in consultation with the Federal banking agencies, 
the National Credit Union Administration, and the Federal 
Trade Commission,’’. 
(6) in section 611(e)(2) (15 U.S.C. 1681i(e)), by striking 
paragraph (2) and inserting the following: 
‘‘(2) EXCLUSION.—Complaints received or obtained by the 
Bureau pursuant to its investigative authority under the Con-
sumer Financial Protection Act of 2010 shall not be subject 
to paragraph (1).’’; 
(7) in section 615(d)(2)(B) (15 U.S.C. 1681m(d)(2)(B)), by 
striking ‘‘the Federal banking agencies’’ and inserting ‘‘the Fed-
eral Trade Commission, the Federal banking agencies,’’; 
(8) in section 615(e)(1) (15 U.S.C. 1681m(e)(1)), by striking 
‘‘and the Commission’’ and inserting ‘‘the Federal Trade 
15 USC 1681c, 
1681s–2. 
15 USC 1681a et 
seq. 
15 USC 1681s. 
15 USC 1681a et 
seq. 
Definition. 
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124 STAT. 2088 
PUBLIC LAW 111–203—JULY 21, 2010 
Commission, the Commodity Futures Trading Commission, and 
the Securities and Exchange Commission’’; 
(9) in section 615(h)(6) (15 U.S.C. 1681m(h)(6)), by striking 
subparagraph (A) and inserting the following: 
‘‘(A) RULES
REQUIRED.—The Bureau shall prescribe 
rules to carry out this subsection.’’; 
(10) in section 621 (15 U.S.C. 1681s)— 
(A) by striking subsection (a) and inserting the fol-
lowing: 
‘‘(a) ENFORCEMENT BY FEDERAL TRADE COMMISSION.— 
‘‘(1) IN GENERAL.—The Federal Trade Commission shall 
be authorized to enforce compliance with the requirements 
imposed by this title under the Federal Trade Commission 
Act (15 U.S.C. 41 et seq.), with respect to consumer reporting 
agencies and all other persons subject thereto, except to the 
extent that enforcement of the requirements imposed under 
this title is specifically committed to some other Government 
agency under any of subparagraphs (A) through (G) of sub-
section (b)(1), and subject to subtitle B of the Consumer Finan-
cial Protection Act of 2010, subsection (b). For the purpose 
of the exercise by the Federal Trade Commission of its functions 
and powers under the Federal Trade Commission Act, a viola-
tion of any requirement or prohibition imposed under this title 
shall constitute an unfair or deceptive act or practice in com-
merce, in violation of section 5(a) of the Federal Trade Commis-
sion Act (15 U.S.C. 45(a)), and shall be subject to enforcement 
by the Federal Trade Commission under section 5(b) of that 
Act with respect to any consumer reporting agency or person 
that is subject to enforcement by the Federal Trade Commission 
pursuant to this subsection, irrespective of whether that person 
is engaged in commerce or meets any other jurisdictional tests 
under the Federal Trade Commission Act. The Federal Trade 
Commission shall have such procedural, investigative, and 
enforcement powers, including the power to issue procedural 
rules in enforcing compliance with the requirements imposed 
under this title and to require the filing of reports, the produc-
tion of documents, and the appearance of witnesses, as though 
the applicable terms and conditions of the Federal Trade 
Commission Act were part of this title. Any person violating 
any of the provisions of this title shall be subject to the penalties 
and entitled to the privileges and immunities provided in the 
Federal Trade Commission Act as though the applicable terms 
and provisions of such Act are part of this title. 
‘‘(2) PENALTIES.— 
‘‘(A) KNOWING VIOLATIONS.—Except as otherwise pro-
vided by subtitle B of the Consumer Financial Protection 
Act of 2010, in the event of a knowing violation, which 
constitutes a pattern or practice of violations of this title, 
the Federal Trade Commission may commence a civil action 
to recover a civil penalty in a district court of the United 
States against any person that violates this title. In such 
action, such person shall be liable for a civil penalty of 
not more than $2,500 per violation. 
‘‘(B) DETERMINING PENALTY AMOUNT.—In determining 
the amount of a civil penalty under subparagraph (A), 
the court shall take into account the degree of culpability, 
any history of such prior conduct, ability to pay, effect 
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124 STAT. 2089 
PUBLIC LAW 111–203—JULY 21, 2010 
on ability to continue to do business, and such other mat-
ters as justice may require. 
‘‘(C) LIMITATION.—Notwithstanding paragraph (2), a 
court may not impose any civil penalty on a person for 
a violation of section 623(a)(1), unless the person has been 
enjoined from committing the violation, or ordered not to 
commit the violation, in an action or proceeding brought 
by or on behalf of the Federal Trade Commission, and 
has violated the injunction or order, and the court may 
not impose any civil penalty for any violation occurring 
before the date of the violation of the injunction or order.’’; 
(B) by striking subsection (b) and inserting the fol-
lowing: 
‘‘(b) ENFORCEMENT BY OTHER AGENCIES.— 
‘‘(1) IN GENERAL.—Subject to subtitle B of the Consumer 
Financial Protection Act of 2010, compliance with the require-
ments imposed under this title with respect to consumer 
reporting agencies, persons who use consumer reports from 
such agencies, persons who furnish information to such agen-
cies, and users of information that are subject to section 615(d) 
shall be enforced under— 
‘‘(A) section 8 of the Federal Deposit Insurance Act 
(12 U.S.C. 1818), by the appropriate Federal banking 
agency, as defined in section 3(q) of the Federal Deposit 
Insurance Act (12 U.S.C. 1813(q)), with respect to— 
‘‘(i) any national bank or State savings association, 
and any Federal branch or Federal agency of a foreign 
bank; 
‘‘(ii) any member bank of the Federal Reserve 
System (other than a national bank), a branch or 
agency of a foreign bank (other than a Federal branch, 
Federal agency, or insured State branch of a foreign 
bank), a commercial lending company owned or con-
trolled by a foreign bank, and any organization oper-
ating under section 25 or 25A of the Federal Reserve 
Act; and 
‘‘(iii) any bank or Federal savings association 
insured by the Federal Deposit Insurance Corporation 
(other than a member of the Federal Reserve System) 
and any insured State branch of a foreign bank; 
‘‘(B) the Federal Credit Union Act (12 U.S.C. 1751 
et seq.), by the Administrator of the National Credit Union 
Administration with respect to any Federal credit union; 
‘‘(C) subtitle IV of title 49, United States Code, by 
the Secretary of Transportation, with respect to all carriers 
subject to the jurisdiction of the Surface Transportation 
Board; 
‘‘(D) the Federal Aviation Act of 1958 (49 U.S.C. App. 
1301 et seq.), by the Secretary of Transportation, with 
respect to any air carrier or foreign air carrier subject 
to that Act; 
‘‘(E) the Packers and Stockyards Act, 1921 (7 U.S.C. 
181 et seq.) (except as provided in section 406 of that 
Act), by the Secretary of Agriculture, with respect to any 
activities subject to that Act; 
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124 STAT. 2090 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(F) the Commodity Exchange Act, with respect to 
a person subject to the jurisdiction of the Commodity 
Futures Trading Commission; 
‘‘(G) the Federal securities laws, and any other laws 
that are subject to the jurisdiction of the Securities and 
Exchange Commission, with respect to a person that is 
subject to the jurisdiction of the Securities and Exchange 
Commission; and 
‘‘(H) subtitle E of the Consumer Financial Protection 
Act of 2010, by the Bureau, with respect to any person 
subject to this title. 
‘‘(2) INCORPORATED DEFINITIONS.—The terms used in para-
graph (1) that are not defined in this title or otherwise defined 
in section 3(s) of the Federal Deposit Insurance Act (12 U.S.C. 
1813(s)) have the same meanings as in section 1(b) of the 
International Banking Act of 1978 (12 U.S.C. 3101).’’; 
(C) in subsection (c)(2)— 
(i) by inserting ‘‘and the Federal Trade Commis-
sion’’ before ‘‘or the appropriate’’; and 
(ii) by inserting ‘‘and the Federal Trade Commis-
sion’’ before ‘‘or appropriate’’ each place that term 
appears; 
(D) in subsection (c)(4), by inserting before ‘‘or the 
appropriate’’ each place that term appears the following: 
‘‘, the Federal Trade Commission,’’; 
(E) by striking subsection (e) and inserting the fol-
lowing: 
‘‘(e) REGULATORY AUTHORITY.— 
‘‘(1) IN GENERAL.—The Bureau shall prescribe such regula-
tions as are necessary to carry out the purposes of this title, 
except with respect to sections 615(e) and 628. The Bureau 
may prescribe regulations as may be necessary or appropriate 
to administer and carry out the purposes and objectives of 
this title, and to prevent evasions thereof or to facilitate compli-
ance therewith. Except as provided in section 1029(a) of the 
Consumer Financial Protection Act of 2010, the regulations 
prescribed by the Bureau under this title shall apply to any 
person that is subject to this title, notwithstanding the enforce-
ment authorities granted to other agencies under this section. 
‘‘(2) DEFERENCE.—Notwithstanding any power granted to 
any Federal agency under this title, the deference that a court 
affords to a Federal agency with respect to a determination 
made by such agency relating to the meaning or interpretation 
of any provision of this title that is subject to the jurisdiction 
of such agency shall be applied as if that agency were the 
only agency authorized to apply, enforce, interpret, or admin-
ister the provisions of this title The regulations prescribed 
by the Bureau under this title shall apply to any person that 
is subject to this title, notwithstanding the enforcement authori-
ties granted to other agencies under this section.’’; and 
(F) in subsection (f)(2), by striking ‘‘the Federal banking 
agencies’’ and insert ‘‘the Federal Trade Commission, the 
Federal banking agencies,’’; 
(11) in section 623 (15 U.S.C. 1681s–2)— 
(A) in subsection (a)(7), by striking subparagraph (D) 
and inserting the following: 
‘‘(D) MODEL DISCLOSURE.— 
Applicability. 
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124 STAT. 2091 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(i) DUTY OF BUREAU.—The Bureau shall prescribe 
a brief model disclosure that a financial institution 
may use to comply with subparagraph (A), which shall 
not exceed 30 words. 
‘‘(ii) USE OF MODEL NOT REQUIRED.—No provision 
of this paragraph may be construed to require a finan-
cial institution to use any such model form prescribed 
by the Bureau. 
‘‘(iii) COMPLIANCE
USING
MODEL.—A financial 
institution shall be deemed to be in compliance with 
subparagraph (A) if the financial institution uses any 
model form prescribed by the Bureau under this 
subparagraph, or the financial institution uses any 
such model form and rearranges its format.’’; 
(B) in subsection (a)(8), by inserting ‘‘, in consultation 
with the Federal Trade Commission, the Federal banking 
agencies, and the National Credit Union Administration,’’ 
before ‘‘shall jointly’’; and 
(C) by striking subsection (e) and inserting the fol-
lowing: 
‘‘(e) ACCURACY GUIDELINES AND REGULATIONS REQUIRED.— 
‘‘(1) GUIDELINES.—The Bureau shall, with respect to per-
sons or entities that are subject to the enforcement authority 
of the Bureau under section 621— 
‘‘(A) establish and maintain guidelines for use by each 
person that furnishes information to a consumer reporting 
agency regarding the accuracy and integrity of the informa-
tion relating to consumers that such entities furnish to 
consumer reporting agencies, and update such guidelines 
as often as necessary; and 
‘‘(B) prescribe regulations requiring each person that 
furnishes information to a consumer reporting agency to 
establish reasonable policies and procedures for imple-
menting the guidelines established pursuant to subpara-
graph (A). 
‘‘(2) CRITERIA.—In developing the guidelines required by 
paragraph (1)(A), the Bureau shall— 
‘‘(A) identify patterns, practices, and specific forms of 
activity that can compromise the accuracy and integrity 
of information furnished to consumer reporting agencies; 
‘‘(B) review the methods (including technological 
means) used to furnish information relating to consumers 
to consumer reporting agencies; 
‘‘(C) determine whether persons that furnish informa-
tion to consumer reporting agencies maintain and enforce 
policies to ensure the accuracy and integrity of information 
furnished to consumer reporting agencies; and 
‘‘(D) examine the policies and processes that persons 
that furnish information to consumer reporting agencies 
employ to conduct reinvestigations and correct inaccurate 
information relating to consumers that has been furnished 
to consumer reporting agencies.’’; 
(12) in section 628(a)(1) (15 U.S.C. 1681w(a)(1)), by striking 
‘‘Not later than’’ and all that follows through ‘‘Exchange 
Commission,’’ and inserting ‘‘The Federal Trade Commission, 
the Securities and Exchange Commission, the Commodity 
Futures Trading Commission, the Federal banking agencies, 
Examination. 
Determination. 
Review. 
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124 STAT. 2092 
PUBLIC LAW 111–203—JULY 21, 2010 
and the National Credit Union Administration, with respect 
to the entities that are subject to their respective enforcement 
authority under section 621,’’; and 
(13) in section 628(a)(3) (15 U.S.C. 1681w(a)(3)), by striking 
‘‘the Federal banking agencies, the National Credit Union 
Administration, the Commission, and the Securities and 
Exchange Commission’’ and inserting ‘‘the agencies identified 
in paragraph (1)’’. 
(b) FAIR AND ACCURATE CREDIT TRANSACTIONS ACT OF 2003.— 
The Fair and Accurate Credit Transactions Act of 2003 (Public 
Law 108–159) is amended— 
(1) in section 112(b) (15 U.S.C. 1681c–1 note), by striking 
‘‘Commission’’ and inserting ‘‘Bureau’’; 
(2) in section 211(d) (15 U.S.C. 1681j note), by striking 
‘‘Commission’’ each place that term appears and inserting 
‘‘Bureau’’; 
(3) in section 214(b) (15 U.S.C. 1681s–3 note), by striking 
paragraph (1) and inserting the following: 
‘‘(1) IN
GENERAL.—Regulations to carry out section 624 
of the Fair Credit Reporting Act (15 U.S.C. 1681s–3), shall 
be prescribed, as described in paragraph (2), by— 
‘‘(A) the Commodity Futures Trading Commission, with 
respect to entities subject to its enforcement authorities; 
‘‘(B) the Securities and Exchange Commission, with 
respect to entities subject to its enforcement authorities; 
and 
‘‘(C) the Bureau, with respect to other entities subject 
to this Act.’’; and 
(4) in section 214(e)(1) (15 U.S.C. 1681s–3 note), by striking 
‘‘Commission’’ and inserting ‘‘Bureau’’. 
SEC. 1089. AMENDMENTS TO THE FAIR DEBT COLLECTION PRACTICES 
ACT. 
The Fair Debt Collection Practices Act (15 U.S.C. 1692 et 
seq.) is amended— 
(1) by striking ‘‘Commission’’ each place that term appears 
and inserting ‘‘Bureau’’; 
(2) in section 803 (15 U.S.C. 1692a)— 
(A) by striking paragraph (1) and inserting the fol-
lowing: 
‘‘(1) The term ‘Bureau’ means the Bureau of Consumer 
Financial Protection.’’; 
(3) in section 814 (15 U.S.C. 1692l)— 
(A) by striking subsection (a) and inserting the fol-
lowing: 
‘‘(a) FEDERAL TRADE COMMISSION.—The Federal Trade Commis-
sion shall be authorized to enforce compliance with this title, except 
to the extent that enforcement of the requirements imposed under 
this title is specifically committed to another Government agency 
under any of paragraphs (1) through (5) of subsection (b), subject 
to subtitle B of the Consumer Financial Protection Act of 2010. 
For purpose of the exercise by the Federal Trade Commission 
of its functions and powers under the Federal Trade Commission 
Act (15 U.S.C. 41 et seq.), a violation of this title shall be deemed 
an unfair or deceptive act or practice in violation of that Act. 
All of the functions and powers of the Federal Trade Commission 
Compliance. 
Definition. 
15 USC 1692k, 
1692m, 1692o. 
Regulations. 
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124 STAT. 2093 
PUBLIC LAW 111–203—JULY 21, 2010 
under the Federal Trade Commission Act are available to the Fed-
eral Trade Commission to enforce compliance by any person with 
this title, irrespective of whether that person is engaged in com-
merce or meets any other jurisdictional tests under the Federal 
Trade Commission Act, including the power to enforce the provisions 
of this title, in the same manner as if the violation had been 
a violation of a Federal Trade Commission trade regulation rule.’’; 
and 
(B) in subsection (b)— 
(i) by striking ‘‘Compliance’’ and inserting ‘‘Subject 
to subtitle B of the Consumer Financial Protection 
Act of 2010, compliance’’; 
(ii) by striking paragraphs (1) and (2) and inserting 
the following: 
‘‘(1) section 8 of the Federal Deposit Insurance Act, by 
the appropriate Federal banking agency, as defined in section 
3(q) of the Federal Deposit Insurance Act (12 U.S.C. 1813(q)), 
with respect to— 
‘‘(A) national banks, Federal savings associations, and 
Federal branches and Federal agencies of foreign banks; 
‘‘(B) member banks of the Federal Reserve System 
(other than national banks), branches and agencies of for-
eign banks (other than Federal branches, Federal agencies, 
and insured State branches of foreign banks), commercial 
lending companies owned or controlled by foreign banks, 
and organizations operating under section 25 or 25A of 
the Federal Reserve Act; and 
‘‘(C) banks and State savings associations insured by 
the Federal Deposit Insurance Corporation (other than 
members of the Federal Reserve System), and insured State 
branches of foreign banks;’’; 
(iii) by redesignating paragraphs (3) through (6), 
as paragraphs (2) through (5), respectively; 
(iv) in paragraph (4) (as so redesignated), by 
striking ‘‘and’’ at the end; 
(v) in paragraph (5) (as so redesignated), by 
striking the period at the end and inserting ‘‘; and’’; 
and 
(vi) by inserting before the undesignated matter 
at the end the following: 
‘‘(6) subtitle E of the Consumer Financial Protection Act 
of 2010, by the Bureau, with respect to any person subject 
to this title.’’. 
(4) in subsection (d), by striking ‘‘Neither the Commission’’ 
and all that follows through the end of the subsection and 
inserting the following: ‘‘Except as provided in section 1029(a) 
of the Consumer Financial Protection Act of 2010, the Bureau 
may prescribe rules with respect to the collection of debts 
by debt collectors, as defined in this title.’’. 
SEC. 1090. AMENDMENTS TO THE FEDERAL DEPOSIT INSURANCE ACT. 
The Federal Deposit Insurance Act (12 U.S.C. 1811 et seq.) 
is amended— 
(1) in section 8(t) (12 U.S.C. 1818(t)), by adding at the 
end the following: 
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124 STAT. 2094 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(6) REFERRAL TO BUREAU OF CONSUMER FINANCIAL PROTEC-
TION.—Subject to subtitle B of the Consumer Financial Protec-
tion Act of 2010, each appropriate Federal banking agency 
shall make a referral to the Bureau of Consumer Financial 
Protection when the Federal banking agency has a reasonable 
belief that a violation of an enumerated consumer law, as 
defined in the Consumer Financial Protection Act of 2010, 
has been committed by any insured depository institution or 
institution-affiliated party within the jurisdiction of that appro-
priate Federal banking agency.’’; and 
(2) in section 43 (12 U.S.C. 1831t)— 
(A) in subsection (c), by striking ‘‘Federal Trade 
Commission’’ and inserting ‘‘Bureau’’; 
(B) in subsection (d), by striking ‘‘Federal Trade 
Commission’’ and inserting ‘‘Bureau’’; 
(C) in subsection (e)— 
(i) in paragraph (2), by striking ‘‘Federal Trade 
Commission’’ and inserting ‘‘Bureau’’; and 
(ii) by adding at the end the following new para-
graph: 
‘‘(5) BUREAU.—The term ‘Bureau’ means the Bureau of 
Consumer Financial Protection.’’; and 
(D) in subsection (f)— 
(i) by striking paragraph (1) and inserting the 
following: 
‘‘(1) LIMITED ENFORCEMENT AUTHORITY.—Compliance with 
the requirements of subsections (b), (c), and (e), and any regula-
tion prescribed or order issued under such subsection, shall 
be enforced under the Consumer Financial Protection Act of 
2010, by the Bureau, subject to subtitle B of the Consumer 
Financial Protection Act of 2010, and under the Federal Trade 
Commission Act (15 U.S.C. 41 et seq.) by the Federal Trade 
Commission.’’; and 
(ii) in paragraph (2), by striking subparagraph (C) 
and inserting the following: 
‘‘(C) LIMITATION
ON
STATE
ACTION
WHILE
FEDERAL 
ACTION PENDING.—If the Bureau or Federal Trade Commis-
sion has instituted an enforcement action for a violation 
of this section, no appropriate State supervisory agency 
may, during the pendency of such action, bring an action 
under this section against any defendant named in the 
complaint of the Bureau or Federal Trade Commission 
for any violation of this section that is alleged in that 
complaint.’’. 
SEC. 1091. AMENDMENT TO FEDERAL FINANCIAL INSTITUTIONS EXAM-
INATION COUNCIL ACT OF 1978. 
Section 1004(a)(4) of the Federal Financial Institutions Exam-
ination Council Act of 1978 (12 U.S.C. 3303(a)(4)) is amended by 
striking ‘‘Director, Office of Thrift Supervision’’ and inserting 
‘‘Director of the Consumer Financial Protection Bureau’’. 
SEC. 1092. AMENDMENTS TO THE FEDERAL TRADE COMMISSION ACT. 
Section 18(f) of the Federal Trade Commission Act (15 U.S.C. 
57a(f)) is amended— 
(1) by striking the subsection heading and inserting the 
following: 
Definition. 
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124 STAT. 2095 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(f) DEFINITIONS OF BANKS, SAVINGS AND LOAN INSTITUTIONS, 
AND FEDERAL CREDIT UNIONS.—’’. 
(2) by striking paragraph (1) and inserting the following: 
‘‘(1) [Repealed.]’’; 
(3) by striking paragraphs (5) through (7); 
(4) in paragraph (2)— 
(A) by striking ‘‘(2) ENFORCEMENT’’ and all that follows 
through ‘‘in the case of’’ and inserting the following: 
‘‘(2) DEFINITION.—For purposes of this Act, the term ‘bank’ 
means’’; 
(B) in subparagraph (A), by striking ‘‘, by the division’’ 
and all that follows through ‘‘Currency’’; 
(C) in subparagraph (B)— 
(i) by striking ‘‘, by the division’’ and all that 
follows through ‘‘System’’; and 
(ii) by striking ‘‘25(a)’’ and inserting ‘‘25A’’; and 
(D) in subparagraph (C)— 
(i) by striking ‘‘(other’’ and inserting ‘‘(other than’’; 
and 
(ii) by striking ‘‘, by the division’’ and all that 
follows through ‘‘Corporation’’; 
(5) in paragraph (3), by striking ‘‘Compliance’’ and all that 
follows through ‘‘as defined in’’ and inserting the following: 
‘‘For purposes of this Act, the term ‘‘savings and loan institu-
tion’’ has the same meaning as in’’; and 
(6) in paragraph (4), by striking ‘‘Compliance’’ and all that 
follows through ‘‘credit unions under’’ and inserting the fol-
lowing: ‘‘For purposes of this Act, the term ‘‘Federal credit 
union’’ has the same meaning as in’’. 
SEC. 1093. AMENDMENTS TO THE GRAMM-LEACH-BLILEY ACT. 
Title V of the Gramm-Leach-Bliley Act (15 U.S.C. 6801 et 
seq.) is amended— 
(1) in section 501(b) (15 U.S.C. 6801(b)), by inserting ‘‘, 
other than the Bureau of Consumer Financial Protection,’’ after 
‘‘505(a)’’; 
(2) in section 502(e)(5) (15 U.S.C. 6802(e)(5)), by inserting 
‘‘the 
Bureau 
of 
Consumer 
Financial 
Protection’’ 
after 
‘‘(including’’; 
(3) in section 504(a) (15 U.S.C. 6804(a))— 
(A) by striking paragraphs (1) and (2) and inserting 
the following: 
‘‘(1) RULEMAKING.— 
‘‘(A) IN GENERAL.—Except as provided in subparagraph 
(C), the Bureau of Consumer Financial Protection and the 
Securities and Exchange Commission shall have authority 
to prescribe such regulations as may be necessary to carry 
out the purposes of this subtitle with respect to financial 
institutions and other persons subject to their respective 
jurisdiction under section 505 (and notwithstanding sub-
title B of the Consumer Financial Protection Act of 2010), 
except that the Bureau of Consumer Financial Protection 
shall not have authority to prescribe regulations with 
respect to the standards under section 501. 
‘‘(B) 
CFTC.—The 
Commodity 
Futures 
Trading 
Commission shall have authority to prescribe such regula-
tions as may be necessary to carry out the purposes of 
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124 STAT. 2096 
PUBLIC LAW 111–203—JULY 21, 2010 
this subtitle with respect to financial institutions and other 
persons subject to the jurisdiction of the Commodity 
Futures Trading Commission under section 5g of the Com-
modity Exchange Act. 
‘‘(C) FEDERAL
TRADE
COMMISSION
AUTHORITY.—Not-
withstanding the authority of the Bureau of Consumer 
Financial Protection under subparagraph (A), the Federal 
Trade Commission shall have authority to prescribe such 
regulations as may be necessary to carry out the purposes 
of this subtitle with respect to any financial institution 
that is a person described in section 1029(a) of the Con-
sumer Financial Protection Act of 2010. 
‘‘(D) RULE OF CONSTRUCTION.—Nothing in this para-
graph shall be construed to alter, affect, or otherwise limit 
the authority of a State insurance authority to adopt regu-
lations to carry out this subtitle. 
‘‘(2) COORDINATION, CONSISTENCY, AND COMPARABILITY.— 
Each of the agencies authorized under paragraph (1) to pre-
scribe regulations shall consult and coordinate with the other 
such agencies and, as appropriate, and with representatives 
of State insurance authorities designated by the National 
Association of Insurance Commissioners, for the purpose of 
assuring, to the extent possible, that the regulations prescribed 
by each such agency are consistent and comparable with the 
regulations prescribed by the other such agencies.’’; and 
(B) in paragraph (3), by striking ‘‘, and shall be issued 
in final form not later than 6 months after the date of 
enactment of this Act’’; 
(4) in section 505(a) (15 U.S.C. 6805(a))— 
(A) by striking ‘‘This subtitle’’ and all that follows 
through ‘‘as follows:’’ and inserting ‘‘Subject to subtitle 
B of the Consumer Financial Protection Act of 2010, this 
subtitle and the regulations prescribed thereunder shall 
be enforced by the Bureau of Consumer Financial Protec-
tion, the Federal functional regulators, the State insurance 
authorities, and the Federal Trade Commission with 
respect to financial institutions and other persons subject 
to their jurisdiction under applicable law, as follows:’’; 
(B) in paragraph (1)— 
(i) in the matter preceding subparagraph (A), by 
inserting ‘‘by the appropriate Federal banking agency, 
as defined in section 3(q) of the Federal Deposit Insur-
ance Act,’’ after ‘‘Act,’’; 
(ii) in subparagraph (A), by striking ‘‘, by the Office 
of the Comptroller of the Currency’’; 
(iii) in subparagraph (B), by striking ‘‘, by the 
Board of Governors of the Federal Reserve System’’; 
(iv) in subparagraph (C), by striking ‘‘, by the 
Board of Directors of the Federal Deposit Insurance 
Corporation’’; and 
(v) in subparagraph (D), by striking ‘‘, by the 
Director of the Office of Thrift Supervision’’; and 
(C) by adding at the end the following: 
‘‘(8) Under subtitle E of the Consumer Financial Protection 
Act of 2010, by the Bureau of Consumer Financial Protection, 
in the case of any financial institution and other covered person 
or service provider that is subject to the jurisdiction of the 
Deadline. 
Consultation. 
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124 STAT. 2097 
PUBLIC LAW 111–203—JULY 21, 2010 
Bureau and any person subject to this subtitle, but not with 
respect to the standards under section 501.’’; 
(5) in section 505(b)(1) (15 U.S.C. 6805(b)(1)), by inserting 
‘‘, other than the Bureau of Consumer Financial Protection,’’ 
after ‘‘subsection (a)’’; and 
(6) in section 507(b) (15 U.S.C. 6807), by striking ‘‘Federal 
Trade Commission’’ and inserting ‘‘Bureau of Consumer Finan-
cial Protection’’. 
SEC. 1094. AMENDMENTS TO THE HOME MORTGAGE DISCLOSURE ACT 
OF 1975. 
The Home Mortgage Disclosure Act of 1975 (12 U.S.C. 2801 
et seq.) is amended— 
(1) by striking ‘‘Board’’ each place that term appears, other 
than in sections 303, 304(h), 305(b) (as amended by this sec-
tion), and 307(a) (as amended by this section) and inserting 
‘‘Bureau’’. 
(2) in section 303 (12 U.S.C. 2802)— 
(A) by redesignating paragraphs (1) through (6) as 
paragraphs (2) through (7), respectively; and 
(B) by inserting before paragraph (2) the following: 
‘‘(1) the term ‘Bureau’ means the Bureau of Consumer 
Financial Protection;’’; 
(3) in section 304 (12 U.S.C. 2803)— 
(A) in subsection (b)— 
(i) in paragraph (4), by inserting ‘‘age,’’ before ‘‘and 
gender’’; 
(ii) in paragraph (3), by striking ‘‘and’’ at the end; 
(iii) in paragraph (4), by striking the period at 
the end and inserting a semicolon; and 
(iv) by adding at the end the following: 
‘‘(5) the number and dollar amount of mortgage loans 
grouped according to measurements of— 
‘‘(A) the total points and fees payable at origination 
in connection with the mortgage as determined by the 
Bureau, taking into account 15 U.S.C. 1602(aa)(4); 
‘‘(B) the difference between the annual percentage rate 
associated with the loan and a benchmark rate or rates 
for all loans; 
‘‘(C) the term in months of any prepayment penalty 
or other fee or charge payable on repayment of some portion 
of principal or the entire principal in advance of scheduled 
payments; and 
‘‘(D) such other information as the Bureau may require; 
and 
‘‘(6) the number and dollar amount of mortgage loans and 
completed applications grouped according to measurements of— 
‘‘(A) the value of the real property pledged or proposed 
to be pledged as collateral; 
‘‘(B) the actual or proposed term in months of any 
introductory period after which the rate of interest may 
change; 
‘‘(C) the presence of contractual terms or proposed 
contractual terms that would allow the mortgagor or 
applicant to make payments other than fully amortizing 
payments during any portion of the loan term; 
Definition. 
12 USC 2803 et 
seq. 
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124 STAT. 2098 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(D) the actual or proposed term in months of the 
mortgage loan; 
‘‘(E) the channel through which application was made, 
including retail, broker, and other relevant categories; 
‘‘(F) as the Bureau may determine to be appropriate, 
a unique identifier that identifies the loan originator as 
set forth in section 1503 of the S.A.F.E. Mortgage Licensing 
Act of 2008; 
‘‘(G) as the Bureau may determine to be appropriate, 
a universal loan identifier; 
‘‘(H) as the Bureau may determine to be appropriate, 
the parcel number that corresponds to the real property 
pledged or proposed to be pledged as collateral; 
‘‘(I) the credit score of mortgage applicants and mortga-
gors, in such form as the Bureau may prescribe; and 
‘‘(J) such other information as the Bureau may 
require.’’; 
(B) by striking subsection (h) and inserting the fol-
lowing: 
‘‘(h) SUBMISSION TO AGENCIES.— 
‘‘(1) IN GENERAL.—The data required to be disclosed under 
subsection (b) shall be submitted to the Bureau or to the 
appropriate agency for the institution reporting under this title, 
in accordance with rules prescribed by the Bureau. Notwith-
standing the requirement of subsection (a)(2)(A) for disclosure 
by census tract, the Bureau, in consultation with other appro-
priate agencies described in paragraph (2) and, after notice 
and comment, shall develop regulations that— 
‘‘(A) prescribe the format for such disclosures, the 
method for submission of the data to the appropriate 
agency, and the procedures for disclosing the information 
to the public; 
‘‘(B) require the collection of data required to be dis-
closed under subsection (b) with respect to loans sold by 
each institution reporting under this title; 
‘‘(C) require disclosure of the class of the purchaser 
of such loans; 
‘‘(D) permit any reporting institution to submit in 
writing to the Bureau or to the appropriate agency such 
additional data or explanations as it deems relevant to 
the decision to originate or purchase mortgage loans; and 
‘‘(E) modify or require modification of itemized informa-
tion, for the purpose of protecting the privacy interests 
of the mortgage applicants or mortgagors, that is or will 
be available to the public. 
‘‘(2) OTHER APPROPRIATE AGENCIES.—The appropriate agen-
cies described in this paragraph are— 
‘‘(A) the appropriate Federal banking agencies, as 
defined in section 3(q) of the Federal Deposit Insurance 
Act (12 U.S.C. 1813(q)), with respect to the entities that 
are subject to the jurisdiction of each such agency, respec-
tively; 
‘‘(B) the Federal Deposit Insurance Corporation for 
banks insured by the Federal Deposit Insurance Corpora-
tion (other than members of the Federal Reserve System), 
mutual savings banks, insured State branches of foreign 
banks, and any other depository institution described in 
Notice. 
Public comment. 
Regulations. 
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124 STAT. 2099 
PUBLIC LAW 111–203—JULY 21, 2010 
section 303(2)(A) which is not otherwise referred to in 
this paragraph; 
‘‘(C) the National Credit Union Administration Board 
with respect to credit unions; and 
‘‘(D) the Secretary of Housing and Urban Development 
with respect to other lending institutions not regulated 
by the agencies referred to in subparagraph (A) or (B). 
‘‘(3) RULES
FOR
MODIFICATIONS
UNDER
PARAGRAPH
(1).— 
‘‘(A) APPLICATION.—A modification under paragraph 
(1)(E) shall apply to information concerning— 
‘‘(i) credit score data described in subsection 
(b)(6)(I), in a manner that is consistent with the pur-
pose described in paragraph (1)(E); and 
‘‘(ii) age or any other category of data described 
in paragraph (5) or (6) of subsection (b), as the Bureau 
determines to be necessary to satisfy the purpose 
described in paragraph (1)(E), and in a manner con-
sistent with that purpose. 
‘‘(B) STANDARDS.—The Bureau shall prescribe stand-
ards for any modification under paragraph (1)(E) to effec-
tuate the purposes of this title, in light of the privacy 
interests of mortgage applicants or mortgagors. Where nec-
essary to protect the privacy interests of mortgage 
applicants or mortgagors, the Bureau shall provide for 
the disclosure of information described in subparagraph 
(A) in aggregate or other reasonably modified form, in 
order to effectuate the purposes of this title.’’; 
(C) in subsection (i), by striking ‘‘subsection (b)(4)’’ 
and inserting ‘‘subsections (b)(4), (b)(5), and (b)(6)’’; 
(D) in subsection (j)— 
(i) by striking paragraph (3) and inserting the 
following: 
‘‘(3) CHANGE OF FORM NOT REQUIRED.—A depository institu-
tion meets the disclosure requirement of paragraph (1) if the 
institution provides the information required under such para-
graph in such formats as the Bureau may require’’; and 
(ii) in paragraph (2)(A), by striking ‘‘in the format 
in which such information is maintained by the institu-
tion’’ and inserting ‘‘in such formats as the Bureau 
may require’’; 
(E) in subsection (m), by striking paragraph (2) and 
inserting the following: 
‘‘(2) FORM OF INFORMATION.—In complying with paragraph 
(1), a depository institution shall provide the person requesting 
the information with a copy of the information requested in 
such formats as the Bureau may require.’’; and 
(F) by adding at the end the following: 
‘‘(n) TIMING OF CERTAIN DISCLOSURES.—The data required to 
be disclosed under subsection (b) shall be submitted to the Bureau 
or to the appropriate agency for any institution reporting under 
this title, in accordance with regulations prescribed by the Bureau. 
Institutions shall not be required to report new data under para-
graph (5) or (6) of subsection (b) before the first January 1 that 
occurs after the end of the 9-month period beginning on the date 
on which regulations are issued by the Bureau in final form with 
respect to such disclosures.’’; 
(4) in section 305 (12 U.S.C. 2804)— 
Regulations. 
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124 STAT. 2100 
PUBLIC LAW 111–203—JULY 21, 2010 
(A) by striking subsection (b) and inserting the fol-
lowing: 
‘‘(b) POWERS OF CERTAIN OTHER AGENCIES.— 
‘‘(1) IN GENERAL.—Subject to subtitle B of the Consumer 
Financial Protection Act of 2010, compliance with the require-
ments of this title shall be enforced— 
‘‘(A) under section 8 of the Federal Deposit Insurance 
Act, the appropriate Federal banking agency, as defined 
in section 3(q) of the Federal Deposit Insurance Act (12 
U.S.C. 1813(q)), with respect to— 
‘‘(i) any national bank or Federal savings associa-
tion, and any Federal branch or Federal agency of 
a foreign bank; 
‘‘(ii) any member bank of the Federal Reserve 
System (other than a national bank), branch or agency 
of a foreign bank (other than a Federal branch, Federal 
agency, and insured State branch of a foreign bank), 
commercial lending company owned or controlled by 
a foreign bank, and any organization operating under 
section 25 or 25A of the Federal Reserve Act; and 
‘‘(iii) any bank or State savings association insured 
by the Federal Deposit Insurance Corporation (other 
than a member of the Federal Reserve System), any 
mutual savings bank as, defined in section 3(f) of the 
Federal Deposit Insurance Act (12 U.S.C. 1813(f)), any 
insured State branch of a foreign bank, and any other 
depository institution not referred to in this paragraph 
or subparagraph (B) or (C); 
‘‘(B) under subtitle E of the Consumer Financial Protec-
tion Act of 2010, by the Bureau, with respect to any person 
subject to this subtitle; 
‘‘(C) under the Federal Credit Union Act, by the 
Administrator of the National Credit Union Administration 
with respect to any insured credit union; and 
‘‘(D) with respect to other lending institutions, by the 
Secretary of Housing and Urban Development. 
‘‘(2) INCORPORATED DEFINITIONS.—The terms used in para-
graph (1) that are not defined in this title or otherwise defined 
in section 3(s) of the Federal Deposit Insurance Act (12 U.S.C. 
1813(s)) shall have the same meanings as in section 1(b) of 
the International Banking Act of 1978 (12 U.S.C. 3101).’’; and 
(B) by adding at the end the following: 
‘‘(d) OVERALL ENFORCEMENT AUTHORITY OF THE BUREAU OF 
CONSUMER FINANCIAL PROTECTION.—Subject to subtitle B of the 
Consumer Financial Protection Act of 2010, enforcement of the 
requirements imposed under this title is committed to each of 
the agencies under subsection (b). To facilitate research, examina-
tions, and enforcement, all data collected pursuant to section 304 
shall be available to the entities listed under subsection (b). The 
Bureau may exercise its authorities under the Consumer Financial 
Protection Act of 2010 to exercise principal authority to examine 
and enforce compliance by any person with the requirements of 
this title.’’; 
(5) in section 306 (12 U.S.C. 2805(b)), by striking subsection 
(b) and inserting the following: 
‘‘(b) EXEMPTION AUTHORITY.—The Bureau may, by regulation, 
exempt from the requirements of this title any State-chartered 
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124 STAT. 2101 
PUBLIC LAW 111–203—JULY 21, 2010 
depository institution within any State or subdivision thereof, if 
the agency determines that, under the law of such State or subdivi-
sion, that institution is subject to requirements that are substan-
tially similar to those imposed under this title, and that such 
law contains adequate provisions for enforcement. Notwithstanding 
any other provision of this subsection, compliance with the require-
ments imposed under this subsection shall be enforced by the Office 
of the Comptroller of the Currency under section 8 of the Federal 
Deposit Insurance Act, in the case of national banks and Federal 
savings associations, the deposits of which are insured by the Fed-
eral Deposit Insurance Corporation.’’; and 
(6) by striking section 307 (12 U.S.C. 2806) and inserting 
the following: 
‘‘SEC. 307. COMPLIANCE IMPROVEMENT METHODS. 
‘‘(a) IN GENERAL.— 
‘‘(1) CONSULTATION REQUIRED.—The Director of the Bureau 
of Consumer Financial Protection, with the assistance of the 
Secretary, the Director of the Bureau of the Census, the Board 
of Governors of the Federal Reserve System, the Federal 
Deposit Insurance Corporation, and such other persons as the 
Bureau deems appropriate, shall develop or assist in the 
improvement of, methods of matching addresses and census 
tracts to facilitate compliance by depository institutions in as 
economical a manner as possible with the requirements of 
this title. 
‘‘(2) 
AUTHORIZATION
OF
APPROPRIATIONS.—There 
are 
authorized to be appropriated, such sums as may be necessary 
to carry out this subsection. 
‘‘(3) CONTRACTING AUTHORITY.—The Director of the Bureau 
of Consumer Financial Protection is authorized to utilize, con-
tract with, act through, or compensate any person or agency 
in order to carry out this subsection. 
‘‘(b) RECOMMENDATIONS
TO CONGRESS.—The Director of the 
Bureau of Consumer Financial Protection shall recommend to the 
Committee on Banking, Housing, and Urban Affairs of the Senate 
and the Committee on Financial Services of the House of Represent-
atives, such additional legislation as the Director of the Bureau 
of Consumer Financial Protection deems appropriate to carry out 
the purpose of this title.’’. 
SEC. 1095. AMENDMENTS TO THE HOMEOWNERS PROTECTION ACT 
OF 1998. 
Section 10 of the Homeowners Protection Act of 1998 (12 U.S.C. 
4909) is amended— 
(1) in subsection (a)— 
(A) by striking ‘‘Compliance’’ and all that follows 
through the end of paragraph (1) and inserting the fol-
lowing: ‘‘Subject to subtitle B of the Consumer Financial 
Protection Act of 2010, compliance with the requirements 
imposed under this Act shall be enforced under— 
‘‘(1) section 8 of the Federal Deposit Insurance Act, by 
the appropriate Federal banking agency (as defined in section 
3(q) of that Act), with respect to— 
‘‘(A) insured depository institutions (as defined in sec-
tion 3(c)(2) of that Act); 
‘‘(B) depository institutions described in clause (i), (ii), 
or (iii) of section 19(b)(1)(A) of the Federal Reserve Act 
12 USC 2806. 
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124 STAT. 2102 
PUBLIC LAW 111–203—JULY 21, 2010 
which are not insured depository institutions (as defined 
in section 3(c)(2) of the Federal Deposit Insurance Act); 
and 
‘‘(C) depository institutions described in clause (v) or 
(vi) of section 19(b)(1)(A) of the Federal Reserve Act which 
are not insured depository institutions (as defined in section 
3(c)(2) of the Federal Deposit Insurance Act);’’; 
(B) in paragraph (2), by striking ‘‘and’’ at the end; 
(C) in paragraph (3), by striking the period at the 
end and inserting ‘‘; and’’; and 
(D) by adding at the end the following: 
‘‘(4) subtitle E of the Consumer Financial Protection Act 
of 2010, by the Bureau of Consumer Financial Protection, with 
respect to any person subject to this Act.’’; and 
(2) in subsection (b)(2), by inserting before the period at 
the end the following: ‘‘, subject to subtitle B of the Consumer 
Financial Protection Act of 2010’’. 
SEC. 1096. AMENDMENTS TO THE HOME OWNERSHIP AND EQUITY 
PROTECTION ACT OF 1994. 
The Home Ownership and Equity Protection Act of 1994 (15 
U.S.C. 1601 note) is amended— 
(1) in section 158(a), by striking ‘‘Board of Governors of 
the Federal Reserve System, in consultation with the Consumer 
Advisory Council of the Board’’ and inserting ‘‘Bureau, in con-
sultation with the Advisory Board to the Bureau’’; and 
(2) in section 158(b), by striking ‘‘Board of Governors of 
the Federal Reserve System’’ and inserting ‘‘Bureau’’. 
SEC. 1097. AMENDMENTS TO THE OMNIBUS APPROPRIATIONS ACT, 
2009. 
Section 626 of the Omnibus Appropriations Act, 2009 (15 U.S.C. 
1638 note) is amended— 
(1) by striking subsection (a) and inserting the following: 
‘‘(a)(1) The Bureau of Consumer Financial Protection shall have 
authority to prescribe rules with respect to mortgage loans in 
accordance with section 553 of title 5, United States Code. Such 
rulemaking shall relate to unfair or deceptive acts or practices 
regarding mortgage loans, which may include unfair or deceptive 
acts or practices involving loan modification and foreclosure rescue 
services. Any violation of a rule prescribed under this paragraph 
shall be treated as a violation of a rule prohibiting unfair, deceptive, 
or abusive acts or practices under the Consumer Financial Protec-
tion Act of 2010 and a violation of a rule under section 18 of 
the Federal Trade Commission Act (15 U.S.C. 57a) regarding unfair 
or deceptive acts or practices. 
‘‘(2) The Bureau of Consumer Financial Protection shall enforce 
the rules issued under paragraph (1) in the same manner, by 
the same means, and with the same jurisdiction, powers, and duties, 
as though all applicable terms and provisions of the Consumer 
Financial Protection Act of 2010 were incorporated into and made 
part of this subsection. 
‘‘(3) Subject to subtitle B of the Consumer Financial Protection 
Act of 2010, the Federal Trade Commission shall enforce the rules 
issued under paragraph (1), in the same manner, by the same 
means, and with the same jurisdiction, as though all applicable 
terms and provisions of the Federal Trade Commission Act were 
incorporated into and made part of this section.’’; and 
Regulations. 
15 USC 1638 
note. 
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124 STAT. 2103 
PUBLIC LAW 111–203—JULY 21, 2010 
(2) in subsection (b)— 
(A) by striking paragraph (1) and inserting the fol-
lowing: 
‘‘(1) Except as provided in paragraph (6), in any case in 
which the attorney general of a State has reason to believe 
that an interest of the residents of the State has been or 
is threatened or adversely affected by the engagement of any 
person subject to a rule prescribed under subsection (a) in 
practices that violate such rule, the State, as parens patriae, 
may bring a civil action on behalf of its residents in an appro-
priate district court of the United States or other court of 
competent jurisdiction— 
‘‘(A) to enjoin that practice; 
‘‘(B) to enforce compliance with the rule; 
‘‘(C) to obtain damages, restitution, or other compensa-
tion on behalf of the residents of the State; or 
‘‘(D) to obtain penalties and relief provided under the 
Consumer Financial Protection Act of 2010, the Federal 
Trade Commission Act, and such other relief as the court 
deems appropriate.’’; 
(B) in paragraphs (2) and (3), by striking ‘‘the primary 
Federal regulator’’ each time the term appears and 
inserting ‘‘the Bureau of Consumer Financial Protection 
or the Commission, as appropriate’’; 
(C) in paragraph (3), by inserting ‘‘and subject to sub-
title B of the Consumer Financial Protection Act of 2010,’’ 
after ‘‘paragraph (2),’’; and 
(D) in paragraph (6), by striking ‘‘the primary Federal 
regulator’’ each place that term appears and inserting ‘‘the 
Bureau of Consumer Financial Protection or the Commis-
sion’’. 
SEC. 1098. AMENDMENTS TO THE REAL ESTATE SETTLEMENT PROCE-
DURES ACT OF 1974. 
The Real Estate Settlement Procedures Act of 1974 (12 U.S.C. 
2601 et seq.) is amended— 
(1) in section 3 (12 U.S.C. 2602)— 
(A) in paragraph (7), by striking ‘‘and’’ at the end; 
(B) in paragraph (8), by striking the period at the 
end and inserting ‘‘; and’’; and 
(C) by adding at the end the following: 
‘‘(9) the term ‘Bureau’ means the Bureau of Consumer 
Financial Protection.’’; 
(2) in section 4 (12 U.S.C. 2603)— 
(A) in subsection (a), by striking the first sentence 
and inserting the following: ‘‘The Bureau shall publish 
a single, integrated disclosure for mortgage loan trans-
actions (including real estate settlement cost statements) 
which includes the disclosure requirements of this section 
and section 5, in conjunction with the disclosure require-
ments of the Truth in Lending Act that, taken together, 
may apply to a transaction that is subject to both or either 
provisions of law. The purpose of such model disclosure 
shall be to facilitate compliance with the disclosure require-
ments of this title and the Truth in Lending Act, and 
Publication. 
Definition. 
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124 STAT. 2104 
PUBLIC LAW 111–203—JULY 21, 2010 
to aid the borrower or lessee in understanding the trans-
action by utilizing readily understandable language to sim-
plify the technical nature of the disclosures.’’; 
(B) by striking ‘‘Secretary’’ each place that term 
appears and inserting ‘‘Bureau’’; and 
(C) by striking ‘‘form’’ each place that term appears 
and inserting ‘‘forms’’; 
(3) in section 5 (12 U.S.C. 2604)— 
(A) by striking ‘‘Secretary’’ each place that term 
appears and inserting ‘‘Bureau’’; and 
(B) in subsection (a), by striking the first sentence 
and inserting the following: ‘‘The Bureau shall prepare 
and distribute booklets jointly addressing compliance with 
the requirements of the Truth in Lending Act and the 
provisions of this title, in order to help persons borrowing 
money to finance the purchase of residential real estate 
better to understand the nature and costs of real estate 
settlement services.’’; 
(4) in section 6(j)(3) (12 U.S.C. 2605(j)(3))— 
(A) by striking ‘‘Secretary’’ and inserting ‘‘Bureau’’; 
and 
(B) by striking ‘‘, by regulations that shall take effect 
not later than April 20, 1991,’’; 
(5) in section 7(b) (12 U.S.C. 2606(b)) by striking ‘‘Sec-
retary’’ and inserting ‘‘Bureau’’; 
(6) in section 8(c)(5) (12 U.S.C. 2607(c)(5)), by striking 
‘‘Secretary’’ and inserting ‘‘Bureau’’; 
(7) in section 8(d) (12 U.S.C. 2607(d))— 
(A) in the subsection heading, by inserting ‘‘BUREAU 
AND’’ before ‘‘SECRETARY’’; and 
(B) by striking paragraph (4), and inserting the fol-
lowing: 
‘‘(4) The Bureau, the Secretary, or the attorney general 
or the insurance commissioner of any State may bring an 
action to enjoin violations of this section. Except, to the extent 
that a person is subject to the jurisdiction of the Bureau, 
the Secretary, or the attorney general or the insurance commis-
sioner of any State, the Bureau shall have primary authority 
to enforce or administer this section, subject to subtitle B 
of the Consumer Financial Protection Act of 2010.’’; 
(8) in section 10(c) (12 U.S.C. 2609(c) and (d)), by striking 
‘‘Secretary’’ and inserting ‘‘Bureau’’; 
(9) in section 16 (12 U.S.C. 2614), by inserting ‘‘the 
Bureau,’’ before ‘‘the Secretary’’; 
(10) in section 18 (12 U.S.C. 2616), by striking ‘‘Secretary’’ 
each place that term appears and inserting ‘‘Bureau’’; and 
(11) in section 19 (12 U.S.C. 2617)— 
(A) in the section heading by striking ‘‘SECRETARY’’ 
and inserting ‘‘BUREAU’’; 
(B) in subsection (a), by striking ‘‘Secretary’’ each place 
that term appears and inserting ‘‘Bureau’’; and 
(C) in subsections (b) and (c), by striking ‘‘the Sec-
retary’’ each place that term appears and inserting ‘‘the 
Bureau’’. 
Booklets. 
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124 STAT. 2105 
PUBLIC LAW 111–203—JULY 21, 2010 
SEC. 1098A. AMENDMENTS TO THE INTERSTATE LAND SALES FULL 
DISCLOSURE ACT. 
The Interstate Land Sales Full Disclosure Act (15 U.S.C. 1701 
et seq.) is amended— 
(1) by striking ‘‘Secretary’’ each place that term appears 
and inserting ‘‘Director’’; 
(2) by striking ‘‘Department of Housing and Urban Develop-
ment’’ each place that term appears and inserting ‘‘Bureau 
of Consumer Financial Protection’’; 
(3) by striking ‘‘Department’’ each place that term appears 
and inserting ‘‘Bureau’’; 
(4) in section 1402 (15 U.S.C. 1701)— 
(A) by striking paragraph (1) and inserting the fol-
lowing: 
‘‘(1) ‘Director’ means the Director of the Bureau of Con-
sumer FinancialProtection;’’; 
(B) in paragraph (10), by striking ‘‘and’’ at the end; 
(C) in paragraph (11), by striking the period at the 
end and inserting ‘‘; and’’; and 
(D) by adding at the end the following: 
‘‘(12) ‘Bureau’ means the Bureau of Consumer Financial 
Protection.’’; and 
(5) in section 1416(a) (15 U.S.C. 1715(a)), by striking ‘‘Sec-
retary of Housing and Urban Development’’ and inserting 
‘‘Director of the Bureau of Consumer Financial Protection’’. 
SEC. 1099. AMENDMENTS TO THE RIGHT TO FINANCIAL PRIVACY ACT 
OF 1978. 
The Right to Financial Privacy Act of 1978 (12 U.S.C. 3401 
et seq.) is amended— 
(1) in section 1101— 
(A) in paragraph (6)— 
(i) in subparagraph (A), by inserting ‘‘and’’ after 
the semicolon; 
(ii) in subparagraph (B), by striking ‘‘and’’ at the 
end; and 
(iii) by striking subparagraph (C); and 
(B) in paragraph (7), by striking subparagraph (B), 
and inserting the following: 
‘‘(B) the Bureau of Consumer Financial Protection;’’; 
(2) in section 1112(e) (12 U.S.C. 3412(e)), by striking ‘‘and 
the Commodity Futures Trading Commission is permitted’’ and 
inserting ‘‘the Commodity Futures Trading Commission, and 
the Bureau of Consumer Financial Protection is permitted’’; 
and 
(3) in section 1113 (12 U.S.C. 3413), by adding at the 
end the following new subsection: 
‘‘(r) DISCLOSURE
TO
THE BUREAU
OF CONSUMER FINANCIAL 
PROTECTION.—Nothing in this title shall apply to the examination 
by or disclosure to the Bureau of Consumer Financial Protection 
of financial records or information in the exercise of its authority 
with respect to a financial institution.’’. 
SEC. 1100. AMENDMENTS TO THE SECURE AND FAIR ENFORCEMENT 
FOR MORTGAGE LICENSING ACT OF 2008. 
The S.A.F.E. Mortgage Licensing Act of 2008 (12 U.S.C. 5101 
et seq.) is amended— 
12 USC 3401. 
Definition. 
Definition. 
15 USC 1715. 
15 USC 1715. 
15 USC 1702 et 
seq. 
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124 STAT. 2106 
PUBLIC LAW 111–203—JULY 21, 2010 
(1) by striking ‘‘a Federal banking agency’’ each place that 
term appears, other than in paragraphs (7) and (11) of section 
1503 and section 1507(a)(1), and inserting ‘‘the Bureau’’; 
(2) by striking ‘‘Federal banking agencies’’ each place that 
term appears and inserting ‘‘Bureau’’; and 
(3) by striking ‘‘Secretary’’ each place that term appears 
and inserting ‘‘Director’’; 
(4) in section 1503 (12 U.S.C. 5102)— 
(A) by redesignating paragraphs (2) through (12) as 
(3) through (13), respectively; 
(B) by striking paragraph (1) and inserting the fol-
lowing: 
‘‘(1) BUREAU.—The term ‘Bureau’ means the Bureau of 
Consumer Financial Protection. 
‘‘(2) 
FEDERAL
BANKING
AGENCY.—The 
term 
‘Federal 
banking agency’ means the Board of Governors of the Federal 
Reserve System, the Office of the Comptroller of the Currency, 
the National Credit Union Administration, and the Federal 
Deposit Insurance Corporation.’’; and 
(C) by striking paragraph (10), as so designated by 
this section, and inserting the following: 
‘‘(10) DIRECTOR.—The term ‘Director’ means the Director 
of the Bureau of Consumer Financial Protection.’’; and 
(5) in section 1507 (12 U.S.C. 5106)— 
(A) in subsection (a)— 
(i) by striking paragraph (1) and inserting the 
following: 
‘‘(1) IN GENERAL.—The Bureau shall develop and maintain 
a system for registering employees of a depository institution, 
employees of a subsidiary that is owned and controlled by 
a depository institution and regulated by a Federal banking 
agency, or employees of an institution regulated by the Farm 
Credit Administration, as registered loan originators with the 
Nationwide Mortgage Licensing System and Registry. The 
system shall be implemented before the end of the 1-year 
period beginning on the date of enactment of the Consumer 
Financial Protection Act of 2010.’’; and 
(ii) in paragraph (2)— 
(I) by striking ‘‘appropriate Federal banking 
agency and the Farm Credit Administration’’ and 
inserting ‘‘Bureau’’; and 
(II) by striking ‘‘employees’s identity’’ and 
inserting ‘‘identity of the employee’’; and 
(B) in subsection (b), by striking ‘‘through the Financial 
Institutions Examination Council, and the Farm Credit 
Administration’’, and inserting ‘‘and the Bureau of Con-
sumer Financial Protection’’; 
(6) in section 1508 (12 U.S.C. 5107)— 
(A) by striking the section heading and inserting the 
following: ‘‘SEC. 1508. BUREAU OF CONSUMER FINANCIAL 
PROTECTION
BACKUP
AUTHORITY
TO
ESTABLISH
LOAN 
ORIGINATOR LICENSING SYSTEM.’’; and 
(B) by adding at the end the following: 
‘‘(f) REGULATION AUTHORITY.— 
Deadline. 
System. 
Definition. 
Definitions. 
12 USC 5102 et 
seq. 
12 USC 5102, 
5106. 
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124 STAT. 2107 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(1) IN GENERAL.—The Bureau is authorized to promulgate 
regulations setting minimum net worth or surety bond require-
ments for residential mortgage loan originators and minimum 
requirements for recovery funds paid into by loan originators. 
‘‘(2) CONSIDERATIONS.—In issuing regulations under para-
graph (1), the Bureau shall take into account the need to 
provide originators adequate incentives to originate affordable 
and sustainable mortgage loans, as well as the need to ensure 
a competitive origination market that maximizes consumer 
access to affordable and sustainable mortgage loans.’’; 
(7) by striking section 1510 (12 U.S.C. 5109) and inserting 
the following: 
‘‘SEC. 1510. FEES. 
‘‘The Bureau, the Farm Credit Administration, and the Nation-
wide Mortgage Licensing System and Registry may charge reason-
able fees to cover the costs of maintaining and providing access 
to information from the Nationwide Mortgage Licensing System 
and Registry, to the extent that such fees are not charged to 
consumers for access to such system and registry.’’; 
(8) by striking section 1513 (12 U.S.C. 5112) and inserting 
the following: 
‘‘SEC. 1513. LIABILITY PROVISIONS. 
‘‘The Bureau, any State official or agency, or any organization 
serving as the administrator of the Nationwide Mortgage Licensing 
System and Registry or a system established by the Director under 
section 1509, or any officer or employee of any such entity, shall 
not be subject to any civil action or proceeding for monetary dam-
ages by reason of the good faith action or omission of any officer 
or employee of any such entity, while acting within the scope 
of office or employment, relating to the collection, furnishing, or 
dissemination of information concerning persons who are loan origi-
nators or are applying for licensing or registration as loan origina-
tors.’’; and 
(9) in section 1514 (12 U.S.C. 5113) in the section heading, 
by striking ‘‘UNDER
HUD
BACKUP
LICENSING
SYSTEM’’ and 
inserting ‘‘BY THE BUREAU’’. 
SEC. 1100A. AMENDMENTS TO THE TRUTH IN LENDING ACT. 
The Truth in Lending Act (15 U.S.C. 1601 et seq.) is amended— 
(1) in section 103 (15 U.S.C. 1602)— 
(A) by redesignating subsections (b) through (bb) as 
subsections (c) through (cc), respectively; and 
(B) by inserting after subsection (a) the following: 
‘‘(b) BUREAU.—The term ‘Bureau’ means the Bureau of Con-
sumer Financial Protection.’’; 
(2) by striking ‘‘Board’’ each place that term appears, other 
than in section 140(d) and sections 105(i) and 108(a), as 
amended by this section, and inserting ‘‘Bureau’’; 
(3) by striking ‘‘Federal Trade Commission’’ each place 
that term appears, other than in section 108(c) and section 
129(m), as amended by this Act, and other than in the context 
of a reference to the Federal Trade Commission Act, and 
inserting ‘‘Bureau’’; 
(4) in section 105(a) (15 U.S.C. 1604(a)), in the second 
sentence— 
15 USC 1616, 
1632, 1651. 
15 USC 1602 et 
seq. 
Definition. 
12 USC 5112. 
12 USC 5109. 
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124 STAT. 2108 
PUBLIC LAW 111–203—JULY 21, 2010 
(A) by striking ‘‘Except in the case of a mortgage 
referred to in section 103(aa), these regulations may contain 
such’’ and inserting ‘‘Except with respect to the provisions 
of section 129 that apply to a mortgage referred to in 
section 103(aa), such regulations may contain such addi-
tional requirements,’’; and 
(B) by inserting ‘‘all or’’ after ‘‘exceptions for’’; 
(5) in section 105(b) (15 U.S.C. 1604(b)), by striking the 
first sentence and inserting the following: ‘‘The Bureau shall 
publish a single, integrated disclosure for mortgage loan trans-
actions (including real estate settlement cost statements) which 
includes the disclosure requirements of this title in conjunction 
with the disclosure requirements of the Real Estate Settlement 
Procedures Act of 1974 that, taken together, may apply to 
a transaction that is subject to both or either provisions of 
law. The purpose of such model disclosure shall be to facilitate 
compliance with the disclosure requirements of this title and 
the Real Estate Settlement Procedures Act of 1974, and to 
aid the borrower or lessee in understanding the transaction 
by utilizing readily understandable language to simplify the 
technical nature of the disclosures.’’; 
(6) in section 105(f)(1) (15 U.S.C. 1604(f)(1)), by inserting 
‘‘all or’’ after ‘‘from all or part of this title’’; 
(7) in section 105 (15 U.S.C. 1604), by adding at the end 
the following: 
‘‘(i) AUTHORITY
OF
THE
BOARD
TO
PRESCRIBE 
RULES.—Notwithstanding subsection (a), the Board 
shall have authority to prescribe rules under this title 
with respect to a person described in section 1029(a) 
of the Consumer Financial Protection Act of 2010. 
Regulations prescribed under this subsection may con-
tain such classifications, differentiations, or other 
provisions, as in the judgment of the Board are nec-
essary or proper to effectuate the purposes of this 
title, to prevent circumvention or evasion thereof, or 
to facilitate compliance therewith.’’; 
(8) in section 108 (15 U.S.C. 1604), by adding at the end 
the following: 
(A) by striking subsection (a) and inserting the fol-
lowing: 
‘‘(a) ENFORCING AGENCIES.—Subject to subtitle B of the Con-
sumer Financial Protection Act of 2010, compliance with the 
requirements imposed under this title shall be enforced under— 
‘‘(1) section 8 of the Federal Deposit Insurance Act, by 
the appropriate Federal banking agency, as defined in section 
3(q) of the Federal Deposit Insurance Act (12 U.S.C. 1813(q)), 
with respect to— 
‘‘(A) national banks, Federal savings associations, and 
Federal branches and Federal agencies of foreign banks; 
‘‘(B) member banks of the Federal Reserve System 
(other than national banks), branches and agencies of for-
eign banks (other than Federal branches, Federal agencies, 
and insured State branches of foreign banks), commercial 
lending companies owned or controlled by foreign banks, 
and organizations operating under section 25 or 25A of 
the Federal Reserve Act; and 
15 USC 1607. 
Publication. 
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124 STAT. 2109 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(C) banks and State savings associations insured by 
the Federal Deposit Insurance Corporation (other than 
members of the Federal Reserve System), and insured State 
branches of foreign banks; 
‘‘(2) the Federal Credit Union Act, by the Director of the 
National Credit Union Administration, with respect to any 
Federal credit union; 
‘‘(3) the Federal Aviation Act of 1958, by the Secretary 
of Transportation, with respect to any air carrier or foreign 
air carrier subject to that Act; 
‘‘(4) the Packers and Stockyards Act, 1921 (except as pro-
vided in section 406 of that Act), by the Secretary of Agriculture, 
with respect to any activities subject to that Act; 
‘‘(5) the Farm Credit Act of 1971, by the Farm Credit 
Administration with respect to any Federal land bank, Federal 
land bank association, Federal intermediate credit bank, or 
production credit association; and 
‘‘(6) subtitle E of the Consumer Financial Protection Act 
of 2010, by the Bureau, with respect to any person subject 
to this title.’’; and 
(B) by striking subsection (c) and inserting the fol-
lowing: 
‘‘(c) OVERALL ENFORCEMENT AUTHORITY OF THE FEDERAL TRADE 
COMMISSION.—Except to the extent that enforcement of the require-
ments imposed under this title is specifically committed to some 
other Government agency under any of paragraphs (1) through 
(5) of subsection (a), and subject to subtitle B of the Consumer 
Financial Protection Act of 2010, the Federal Trade Commission 
shall be authorized to enforce such requirements. For the purpose 
of the exercise by the Federal Trade Commission of its functions 
and powers under the Federal Trade Commission Act, a violation 
of any requirement imposed under this title shall be deemed a 
violation of a requirement imposed under that Act. All of the func-
tions and powers of the Federal Trade Commission under the Fed-
eral Trade Commission Act are available to the Federal Trade 
Commission to enforce compliance by any person with the require-
ments under this title, irrespective of whether that person is 
engaged in commerce or meets any other jurisdictional tests under 
the Federal Trade Commission Act.’’; and 
(9) in section 129 (15 U.S.C. 1639), by striking subsection 
(m) and inserting the following: 
‘‘(m) 
CIVIL
PENALTIES
IN
FEDERAL
TRADE
COMMISSION 
ENFORCEMENT ACTIONS.—For purposes of enforcement by the Fed-
eral Trade Commission, any violation of a regulation issued by 
the Bureau pursuant to subsection (l)(2) shall be treated as a 
violation of a rule promulgated under section 18 of the Federal 
Trade Commission Act (15 U.S.C. 57a) regarding unfair or deceptive 
acts or practices.’’; and 
(10) in chapter 5 (15 U.S.C. 1667 et seq.)— 
(A) by striking ‘‘the Board’’ each place that term 
appears and inserting ‘‘the Bureau’’; and 
(B) by striking ‘‘The Board’’ each place that term 
appears and inserting ‘‘The Bureau’’. 
SEC. 1100B. AMENDMENTS TO THE TRUTH IN SAVINGS ACT. 
The Truth in Savings Act (12 U.S.C. 4301 et seq.) is amended— 
15 USC 1667a, 
1667e, 1667f. 
15 USC 1667c, 
1667e, 1667f. 
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124 STAT. 2110 
PUBLIC LAW 111–203—JULY 21, 2010 
(1) by striking ‘‘Board’’ each place that term appears, other 
than in section 272(b) (12 U.S.C. 4311), and inserting ‘‘Bureau’’; 
(2) in section 270(a) (12 U.S.C. 4309)— 
(A) by striking ‘‘Compliance’’ and all that follows 
through the end of paragraph (1) and inserting: ‘‘Subject 
to subtitle B of the Consumer Financial Protection Act 
of 2010, compliance with the requirements imposed under 
this subtitle shall be enforced under— 
‘‘(1) section 8 of the Federal Deposit Insurance Act by 
the appropriate Federal banking agency (as defined in section 
3(q) of that Act), with respect to— 
‘‘(A) insured depository institutions (as defined in sec-
tion 3(c)(2) of that Act); 
‘‘(B) depository institutions described in clause (i), (ii), 
or (iii) of section 19(b)(1)(A) of the Federal Reserve Act 
which are not insured depository institutions (as defined 
in section 3(c)(2) of the Federal Deposit Insurance Act); 
and 
‘‘(C) depository institutions described in clause (v) or 
(vi) of section 19(b)(1)(A) of the Federal Reserve Act which 
are not insured depository institutions (as defined in section 
3(c)(2) of the Federal Deposit Insurance Act);’’; 
(B) in paragraph (2), by striking the period at the 
end and inserting ‘‘; and’’; and 
(C) by adding at the end the following: 
‘‘(3) subtitle E of the Consumer Financial Protection Act 
of 2010, by the Bureau, with respect to any person subject 
to this subtitle.’’; 
(3) in section 272(b) (12 U.S.C. 4311(b)), by striking ‘‘regula-
tion prescribed by the Board’’ each place that term appears 
and inserting ‘‘regulation prescribed by the Bureau’’; and 
(4) in section 274 (12 U.S.C. 4313), by striking paragraph 
(4) and inserting the following: 
‘‘(4) BUREAU.—The term ‘Bureau’ means the Bureau of 
Consumer Financial Protection.’’. 
SEC. 1100C. AMENDMENTS TO THE TELEMARKETING AND CONSUMER 
FRAUD AND ABUSE PREVENTION ACT. 
(a) AMENDMENTS TO SECTION 3.—Section 3 of the Telemarketing 
and Consumer Fraud and Abuse Prevention Act (15 U.S.C. 6102) 
is amended by striking subsections (b) and (c) and inserting the 
following: 
‘‘(b) RULEMAKING AUTHORITY.—The Commission shall have 
authority to prescribe rules under subsection (a), in accordance 
with section 553 of title 5, United States Code. In prescribing 
a rule under this section that relates to the provision of a consumer 
financial product or service that is subject to the Consumer Finan-
cial Protection Act of 2010, including any enumerated consumer 
law thereunder, the Commission shall consult with the Bureau 
of Consumer Financial Protection regarding the consistency of a 
proposed rule with standards, purposes, or objectives administered 
by the Bureau of Consumer Financial Protection. 
‘‘(c) VIOLATIONS.—Any violation of any rule prescribed under 
subsection (a)— 
‘‘(1) shall be treated as a violation of a rule under section 
18 of the Federal Trade Commission Act regarding unfair or 
deceptive acts or practices; and 
Consultation. 
Definition. 
12 USC 4302 et 
seq. 
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124 STAT. 2111 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(2) that is committed by a person subject to the Consumer 
Financial Protection Act of 2010 shall be treated as a violation 
of a rule under section 1031 of that Act regarding unfair, 
deceptive, or abusive acts or practices.’’. 
(b) AMENDMENTS
TO SECTION 4.—Section 4(d) of the Tele-
marketing and Consumer Fraud and Abuse Prevention Act (15 
U.S.C. 6103(d)) is amended by inserting after ‘‘Commission’’ each 
place that term appears the following: ‘‘or the Bureau of Consumer 
Financial Protection’’. 
(c) AMENDMENTS
TO SECTION 5.—Section 5(c) of the Tele-
marketing and Consumer Fraud and Abuse Prevention Act (15 
U.S.C. 6104(c)) is amended by inserting after ‘‘Commission’’ each 
place that term appears the following: ‘‘or the Bureau of Consumer 
Financial Protection’’. 
(d) AMENDMENT TO SECTION 6.—Section 6 of the Telemarketing 
and Consumer Fraud and Abuse Prevention Act (15 U.S.C. 6105) 
is amended by adding at the end the following: 
‘‘(d) ENFORCEMENT
BY
BUREAU
OF
CONSUMER
FINANCIAL 
PROTECTION.—Except as otherwise provided in sections 3(d), 3(e), 
4, and 5, and subject to subtitle B of the Consumer Financial 
Protection Act of 2010, this Act shall be enforced by the Bureau 
of Consumer Financial Protection under subtitle E of the Consumer 
Financial Protection Act of 2010, with respect to the offering or 
provision of a consumer financial product or service subject to 
that Act.’’. 
SEC. 1100D. AMENDMENTS TO THE PAPERWORK REDUCTION ACT. 
(a) DESIGNATION AS AN INDEPENDENT AGENCY.—Section 2(5) 
of the Paperwork Reduction Act (44 U.S.C. 3502(5)) is amended 
by inserting ‘‘the Bureau of Consumer Financial Protection, the 
Office of Financial Research,’’ after ‘‘the Securities and Exchange 
Commission,’’. 
(b) COMPARABLE TREATMENT.—Section 3513 of title 44, United 
States Code, is amended by adding at the end the following: 
‘‘(c) COMPARABLE
TREATMENT.—Notwithstanding any other 
provision of law, the Director shall treat or review a rule or order 
prescribed or proposed by the Director of the Bureau of Consumer 
Financial Protection on the same terms and conditions as apply 
to any rule or order prescribed or proposed by the Board of Gov-
ernors of the Federal Reserve System.’’. 
SEC. 1100E. ADJUSTMENTS FOR INFLATION IN THE TRUTH IN LENDING 
ACT. 
(a) CAPS.— 
(1) CREDIT TRANSACTIONS.—Section 104(3) of the Truth in 
Lending Act (15 U.S.C. 1603(3)) is amended by striking 
‘‘$25,000’’ and inserting ‘‘$50,000’’. 
(2) CONSUMER
LEASES.—Section 181(1) of the Truth in 
Lending Act (15 U.S.C. 1667(1)) is amended by striking 
‘‘$25,000’’ and inserting ‘‘$50,000’’. 
(b) ADJUSTMENTS FOR INFLATION.—On and after December 31, 
2011, the Bureau shall adjust annually the dollar amounts described 
in sections 104(3) and 181(1) of the Truth in Lending Act (as 
amended by this section), by the annual percentage increase in 
the Consumer Price Index for Urban Wage Earners and Clerical 
Workers, as published by the Bureau of Labor Statistics, rounded 
to the nearest multiple of $100, or $1,000, as applicable. 
Deadline. 
15 USC 1603 
note. 
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124 STAT. 2112 
PUBLIC LAW 111–203—JULY 21, 2010 
SEC. 1100F. USE OF CONSUMER REPORTS. 
Section 615 of the Fair Credit Reporting Act (15 U.S.C. 1681m) 
is amended— 
(1) in subsection (a)— 
(A) by redesignating paragraphs (2) and (3) as para-
graphs (3) and (4), respectively; 
(B) by inserting after paragraph (1) the following: 
‘‘(2) provide to the consumer written or electronic disclo-
sure— 
‘‘(A) of a numerical credit score as defined in section 
609(f)(2)(A) used by such person in taking any adverse 
action based in whole or in part on any information in 
a consumer report; and 
‘‘(B) of the information set forth in subparagraphs (B) 
through (E) of section 609(f)(1);’’; and 
(C) in paragraph (4) (as so redesignated), by striking 
‘‘paragraph (2)’’ and inserting ‘‘paragraph (3)’’; and 
(2) in subsection (h)(5)— 
(A) in subparagraph (C), by striking ‘‘; and’’ and 
inserting a semicolon; 
(B) in subparagraph (D), by striking the period and 
inserting ‘‘; and’’; and 
(C) by inserting at the end the following: 
‘‘(E) include a statement informing the consumer of— 
‘‘(i) a numerical credit score as defined in section 
609(f)(2)(A), used by such person in making the credit 
decision described in paragraph (1) based in whole 
or in part on any information in a consumer report; 
and 
‘‘(ii) the information set forth in subparagraphs 
(B) through (E) of section 609(f)(1).’’. 
SEC. 1100G. SMALL BUSINESS FAIRNESS AND REGULATORY TRANS-
PARENCY. 
(a) PANEL REQUIREMENT.—Section 609(d) of title 5, United 
States Code, is amended by striking ‘‘means the’’ and all that 
follows and inserting the following: ‘‘means— 
‘‘(1) the Environmental Protection Agency; 
‘‘(2) the Consumer Financial Protection Bureau of the Fed-
eral Reserve System; and 
‘‘(3) the Occupational Safety and Health Administration 
of the Department of Labor.’’. 
(b) INITIAL REGULATORY FLEXIBILITY ANALYSIS.—Section 603 
of title 5, United States Code, is amended by adding at the end 
the following: 
‘‘(d)(1) For a covered agency, as defined in section 609(d)(2), 
each initial regulatory flexibility analysis shall include a description 
of— 
‘‘(A) any projected increase in the cost of credit for small 
entities; 
‘‘(B) any significant alternatives to the proposed rule which 
accomplish the stated objectives of applicable statutes and 
which minimize any increase in the cost of credit for small 
entities; and 
‘‘(C) advice and recommendations of representatives of 
small entities relating to issues described in subparagraphs 
(A) and (B) and subsection (b). 
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124 STAT. 2113 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(2) A covered agency, as defined in section 609(d)(2), shall, 
for purposes of complying with paragraph (1)(C)— 
‘‘(A) identify representatives of small entities in consulta-
tion with the Chief Counsel for Advocacy of the Small Business 
Administration; and 
‘‘(B) collect advice and recommendations from the rep-
resentatives identified under subparagraph (A) relating to 
issues described in subparagraphs (A) and (B) of paragraph 
(1) and subsection (b).’’. 
(c) FINAL REGULATORY FLEXIBILITY ANALYSIS.—Section 604(a) 
of title 5, United States Code, is amended— 
(1) in paragraph (4), by striking ‘‘and’’ at the end; 
(2) in paragraph (5), by striking the period at the end 
and inserting ‘‘; and’’; and 
(3) by adding at the end the following: 
‘‘(6) for a covered agency, as defined in section 609(d)(2), 
a description of the steps the agency has taken to minimize 
any additional cost of credit for small entities.’’. 
SEC. 1100H. EFFECTIVE DATE. 
Except as otherwise provided in this subtitle and the amend-
ments made by this subtitle, this subtitle and the amendments 
made by this subtitle, other than sections 1081 and 1082, shall 
become effective on the designated transfer date. 
TITLE XI—FEDERAL RESERVE SYSTEM 
PROVISIONS 
SEC. 1101. FEDERAL RESERVE ACT AMENDMENTS ON EMERGENCY 
LENDING AUTHORITY. 
(a) FEDERAL RESERVE ACT.—The third undesignated paragraph 
of section 13 of the Federal Reserve Act (12 U.S.C. 343) (relating 
to emergency lending authority) is amended— 
(1) by inserting ‘‘(3)(A)’’ before ‘‘In unusual’’; 
(2) by striking ‘‘individual, partnership, or corporation’’ the 
first place that term appears and inserting the following: 
‘‘participant in any program or facility with broad-based eligi-
bility’’; 
(3) by striking ‘‘exchange for an individual or a partnership 
or corporation’’ and inserting ‘‘exchange,’’; 
(4) by striking ‘‘such individual, partnership, or corpora-
tion’’ and inserting the following: ‘‘such participant in any pro-
gram or facility with broad-based eligibility’’; 
(5) by striking ‘‘for individuals, partnerships, corporations’’ 
and inserting ‘‘for any participant in any program or facility 
with broad-based eligibility’’; and 
(6) by striking ‘‘may prescribe.’’ and inserting the following: 
‘‘may prescribe. 
‘‘(B)(i) As soon as is practicable after the date of enact-
ment of this subparagraph, the Board shall establish, by 
regulation, in consultation with the Secretary of the 
Treasury, the policies and procedures governing emergency 
lending under this paragraph. Such policies and procedures 
shall be designed to ensure that any emergency lending 
program or facility is for the purpose of providing liquidity 
to the financial system, and not to aid a failing financial 
Regulation. 
Procedures. 
5 USC 552a note. 
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124 STAT. 2114 
PUBLIC LAW 111–203—JULY 21, 2010 
company, and that the security for emergency loans is 
sufficient to protect taxpayers from losses and that any 
such program is terminated in a timely and orderly fashion. 
The policies and procedures established by the Board shall 
require that a Federal reserve bank assign, consistent with 
sound risk management practices and to ensure protection 
for the taxpayer, a lendable value to all collateral for a 
loan executed by a Federal reserve bank under this para-
graph in determining whether the loan is secured satisfac-
torily for purposes of this paragraph. 
‘‘(ii) The Board shall establish procedures to prohibit 
borrowing from programs and facilities by borrowers that 
are insolvent. Such procedures may include a certification 
from the chief executive officer (or other authorized officer) 
of the borrower, at the time the borrower initially borrows 
under the program or facility (with a duty by the borrower 
to update the certification if the information in the certifi-
cation materially changes), that the borrower is not insol-
vent. A borrower shall be considered insolvent for purposes 
of this subparagraph, if the borrower is in bankruptcy, 
resolution under title II of the Dodd-Frank Wall Street 
Reform and Consumer Protection Act, or any other Federal 
or State insolvency proceeding. 
‘‘(iii) A program or facility that is structured to remove 
assets from the balance sheet of a single and specific com-
pany, or that is established for the purpose of assisting 
a single and specific company avoid bankruptcy, resolution 
under title II of the Dodd-Frank Wall Street Reform and 
Consumer Protection Act, or any other Federal or State 
insolvency proceeding, shall not be considered a program 
or facility with broad-based eligibility. 
‘‘(iv) The Board may not establish any program or 
facility under this paragraph without the prior approval 
of the Secretary of the Treasury. 
‘‘(C) The Board shall provide to the Committee on 
Banking, Housing, and Urban Affairs of the Senate and 
the Committee on Financial Services of the House of Rep-
resentatives— 
‘‘(i) not later than 7 days after the Board authorizes 
any loan or other financial assistance under this para-
graph, a report that includes— 
‘‘(I) the justification for the exercise of 
authority to provide such assistance; 
‘‘(II) the identity of the recipients of such 
assistance; 
‘‘(III) the date and amount of the assistance, 
and form in which the assistance was provided; 
and 
‘‘(IV) the material terms of the assistance, 
including— 
‘‘(aa) duration; 
‘‘(bb) collateral pledged and the value 
thereof; 
‘‘(cc) all interest, fees, and other revenue 
or items of value to be received in exchange 
for the assistance; 
Deadlines. 
Reports. 
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124 STAT. 2115 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(dd) any requirements imposed on the 
recipient with respect to employee compensa-
tion, distribution of dividends, or any other 
corporate decision in exchange for the assist-
ance; and 
‘‘(ee) the expected costs to the taxpayers 
of such assistance; and 
‘‘(ii) once every 30 days, with respect to any out-
standing loan or other financial assistance under this 
paragraph, written updates on— 
‘‘(I) the value of collateral; 
‘‘(II) the amount of interest, fees, and other 
revenue or items of value received in exchange 
for the assistance; and 
‘‘(III) the expected or final cost to the tax-
payers of such assistance. 
‘‘(D) The information required to be submitted to Con-
gress under subparagraph (C) related to— 
‘‘(i) the identity of the participants in an emergency 
lending program or facility commenced under this 
paragraph; 
‘‘(ii) the amounts borrowed by each participant 
in any such program or facility; 
‘‘(iii) identifying details concerning the assets or 
collateral held by, under, or in connection with such 
a program or facility, 
shall be kept confidential, upon the written request of 
the Chairman of the Board, in which case such information 
shall be made available only to the Chairpersons or 
Ranking Members of the Committees described in subpara-
graph (C). 
‘‘(E) If an entity to which a Federal reserve bank 
has provided a loan under this paragraph becomes a cov-
ered financial company, as defined in section 201 of the 
Dodd-Frank Wall Street Reform and Consumer Protection 
Act, at any time while such loan is outstanding, and the 
Federal reserve bank incurs a realized net loss on the 
loan, then the Federal reserve bank shall have a claim 
equal to the amount of the net realized loss against the 
covered entity, with the same priority as an obligation 
to the Secretary of the Treasury under section 210(b) of 
the Dodd-Frank Wall Street Reform and Consumer Protec-
tion Act.’’. 
(b) CONFORMING AMENDMENT.—Section 507(a)(2) of title 11, 
United States Code, is amended by inserting ‘‘unsecured claims 
of any Federal reserve bank related to loans made through programs 
or facilities authorized under section 13(3) of the Federal Reserve 
Act (12 U.S.C. 343),’’ after ‘‘this title,’’. 
(c) REFERENCES.—On and after the date of enactment of this 
Act, any reference in any provision of Federal law to the third 
undesignated paragraph of section 13 of the Federal Reserve Act 
(12 U.S.C. 343) shall be deemed to be a reference to section 13(3) 
of the Federal Reserve Act, as so designated by this section. 
SEC. 1102. AUDITS OF SPECIAL FEDERAL RESERVE CREDIT FACILITIES. 
(a) AUDITS.—Section 714 of title 31, United States Code, is 
amended by adding at the end the following: 
Effective date. 
12 USC 343 note. 
Confidentiality. 
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124 STAT. 2116 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(f) AUDITS OF CREDIT FACILITIES OF THE FEDERAL RESERVE 
SYSTEM.— 
‘‘(1) DEFINITIONS.—In this subsection, the following defini-
tions shall apply: 
‘‘(A) CREDIT FACILITY.—The term ‘credit facility’ means 
a program or facility, including any special purpose vehicle 
or other entity established by or on behalf of the Board 
of Governors of the Federal Reserve System or a Federal 
reserve bank, authorized by the Board of Governors under 
section 13(3) of the Federal Reserve Act (12 U.S.C. 343), 
that is not subject to audit under subsection (e). 
‘‘(B) COVERED TRANSACTION.—The term ‘covered trans-
action’ means any open market transaction or discount 
window advance that meets the definition of ‘covered trans-
action’ in section 11(s) of the Federal Reserve Act. 
‘‘(2) AUTHORITY FOR AUDITS AND EXAMINATIONS.—Subject 
to paragraph (3), and notwithstanding any limitation in sub-
section (b) on the auditing and oversight of certain functions 
of the Board of Governors of the Federal Reserve System or 
any Federal reserve bank, the Comptroller General of the 
United States may conduct audits, including onsite examina-
tions, of the Board of Governors, a Federal reserve bank, or 
a credit facility, if the Comptroller General determines that 
such audits are appropriate, solely for the purposes of assessing, 
with respect to a credit facility or a covered transaction— 
‘‘(A) the operational integrity, accounting, financial 
reporting, and internal controls governing the credit facility 
or covered transaction; 
‘‘(B) the effectiveness of the security and collateral 
policies established for the facility or covered transaction 
in mitigating risk to the relevant Federal reserve bank 
and taxpayers; 
‘‘(C) whether the credit facility or the conduct of a 
covered transaction inappropriately favors one or more spe-
cific participants over other institutions eligible to utilize 
the facility; and 
‘‘(D) the policies governing the use, selection, or pay-
ment of third-party contractors by or for any credit facility 
or to conduct any covered transaction. 
‘‘(3) REPORTS AND DELAYED DISCLOSURE.— 
‘‘(A) REPORTS REQUIRED.—A report on each audit con-
ducted under paragraph (2) shall be submitted by the 
Comptroller General to the Congress before the end of 
the 90-day period beginning on the date on which such 
audit is completed. 
‘‘(B) CONTENTS.—The report under subparagraph (A) 
shall include a detailed description of the findings and 
conclusions of the Comptroller General with respect to 
the matters described in paragraph (2) that were audited 
and are the subject of the report, together with such rec-
ommendations for legislative or administrative action 
relating to such matters as the Comptroller General may 
determine to be appropriate. 
‘‘(C) DELAYED RELEASE OF CERTAIN INFORMATION.— 
‘‘(i) IN GENERAL.—The Comptroller General shall 
not disclose to any person or entity, including to Con-
gress, the names or identifying details of specific 
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124 STAT. 2117 
PUBLIC LAW 111–203—JULY 21, 2010 
participants in any credit facility or covered trans-
action, the amounts borrowed by or transferred by 
or to specific participants in any credit facility or cov-
ered transaction, or identifying details regarding assets 
or collateral held or transferred by, under, or in connec-
tion with any credit facility or covered transaction, 
and any report provided under subparagraph (A) shall 
be redacted to ensure that such names and details 
are not disclosed. 
‘‘(ii) DELAYED RELEASE.—The nondisclosure obliga-
tion under clause (i) shall expire with respect to any 
participant on the date on which the Board of Gov-
ernors, directly or through a Federal reserve bank, 
publicly discloses the identity of the subject participant 
or the identifying details of the subject assets, collat-
eral, or transaction. 
‘‘(iii) GENERAL RELEASE.—The Comptroller General 
shall release a nonredacted version of any report on 
a credit facility 1 year after the effective date of the 
termination by the Board of Governors of the 
authorization for the credit facility. For purposes of 
this clause, a credit facility shall be deemed to have 
terminated 24 months after the date on which the 
credit facility ceases to make extensions of credit and 
loans, unless the credit facility is otherwise terminated 
by the Board of Governors. 
‘‘(iv) EXCEPTIONS.—The nondisclosure obligation 
under clause (i) shall not apply to the credit facilities 
Maiden Lane, Maiden Lane II, and Maiden Lane III. 
‘‘(v) RELEASE OF COVERED TRANSACTION INFORMA-
TION.—The Comptroller General shall release a non-
redacted version of any report regarding covered trans-
actions upon the release of the information regarding 
such covered transactions by the Board of Governors 
of the Federal Reserve System, as provided in section 
11(s) of the Federal Reserve Act.’’. 
(b) ACCESS TO RECORDS.—Section 714(d) of title 31, United 
States Code, is amended— 
(1) in paragraph (2), by inserting ‘‘or any person or entity 
described in paragraph (3)(A)’’ after ‘‘used by an agency’’; 
(2) in paragraph (3), by inserting ‘‘or (f)’’ after ‘‘subsection 
(e)’’ each place that term appears; 
(3) in clauses (i) and (ii) of paragraph (3)(A), by inserting 
‘‘or the Federal Reserve banks’’ after ‘‘by the Board’’ each place 
that term appears; 
(4) in paragraph (3)(A)(ii), by inserting ‘‘participating in 
or’’ after ‘‘any entity’’; and 
(5) in paragraph (3)(B), by adding at the end the following: 
‘‘The Comptroller General may make and retain copies of books, 
accounts, and other records provided under subparagraph (A) 
as the Comptroller General deems appropriate. The Comptroller 
General shall provide to any person or entity described in 
subparagraph (A) a current list of officers and employees to 
whom, with proper identification, records and property may 
be made available, and who may make notes or copies necessary 
to carry out a audit or examination under this subsection.’’. 
Records. 
Deadline. 
Expiration date. 
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124 STAT. 2118 
PUBLIC LAW 111–203—JULY 21, 2010 
SEC. 1103. PUBLIC ACCESS TO INFORMATION. 
(a) IN GENERAL.—Section 2B of the Federal Reserve Act (12 
U.S.C. 225b) is amended by adding at the end the following: 
‘‘(c) PUBLIC ACCESS TO INFORMATION.—The Board shall place 
on its home Internet website, a link entitled ‘Audit’, which shall 
link to a webpage that shall serve as a repository of information 
made available to the public for a reasonable period of time, not 
less than 6 months following the date of release of the relevant 
information, including— 
‘‘(1) the reports prepared by the Comptroller General under 
section 714 of title 31, United States Code; 
‘‘(2) the annual financial statements prepared by an inde-
pendent auditor for the Board in accordance with section 11B; 
‘‘(3) the reports to the Committee on Banking, Housing, 
and Urban Affairs of the Senate required under section 13(3) 
(relating to emergency lending authority); and 
‘‘(4) such other information as the Board reasonably 
believes is necessary or helpful to the public in understanding 
the accounting, financial reporting, and internal controls of 
the Board and the Federal reserve banks.’’. 
(b) FEDERAL
RESERVE
TRANSPARENCY
AND
RELEASE
OF 
INFORMATION.—Section 11 of the Federal Reserve Act (12 U.S.C. 
248) is amended by adding at the end the following new subsection: 
‘‘(s) FEDERAL
RESERVE
TRANSPARENCY
AND
RELEASE
OF 
INFORMATION.— 
‘‘(1) IN
GENERAL.—In order to ensure the disclosure in 
a timely manner consistent with the purposes of this Act of 
information concerning the borrowers and counterparties 
participating in emergency credit facilities, discount window 
lending programs, and open market operations authorized or 
conducted by the Board or a Federal reserve bank, the Board 
of Governors shall disclose, as provided in paragraph (2)— 
‘‘(A) the names and identifying details of each borrower, 
participant, or counterparty in any credit facility or covered 
transaction; 
‘‘(B) the amount borrowed by or transferred by or to 
a specific borrower, participant, or counterparty in any 
credit facility or covered transaction; 
‘‘(C) the interest rate or discount paid by each borrower, 
participant, or counterparty in any credit facility or covered 
transaction; and 
‘‘(D) information identifying the types and amounts 
of collateral pledged or assets transferred in connection 
with participation in any credit facility or covered trans-
action. 
‘‘(2) MANDATORY RELEASE DATE.—In the case of— 
‘‘(A) a credit facility, the Board shall disclose the 
information described in paragraph (1) on the date that 
is 1 year after the effective date of the termination by 
the Board of the authorization of the credit facility; and 
‘‘(B) a covered transaction, the Board shall disclose 
the information described in paragraph (1) on the last 
day of the eighth calendar quarter following the calendar 
quarter in which the covered transaction was conducted. 
‘‘(3) EARLIER RELEASE DATE AUTHORIZED.—The Chairman 
of the Board may publicly release the information described 
in paragraph (1) before the relevant date specified in paragraph 
Web posting. 
Time period. 
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124 STAT. 2119 
PUBLIC LAW 111–203—JULY 21, 2010 
(2), if the Chairman determines that such disclosure would 
be in the public interest and would not harm the effectiveness 
of the relevant credit facility or the purpose or conduct of 
covered transactions. 
‘‘(4) DEFINITIONS.—For purposes of this subsection, the fol-
lowing definitions shall apply: 
‘‘(A) CREDIT FACILITY.—The term ‘credit facility’ has 
the same meaning as in section 714(f)(1)(A) of title 31, 
United States Code. 
‘‘(B) COVERED TRANSACTION.—The term ‘covered trans-
action’ means— 
‘‘(i) any open market transaction with a nongovern-
mental third party conducted under the first undesig-
nated paragraph of section 14 or subparagraph (a), 
(b), or (c) of the 2nd undesignated paragraph of such 
section, after the date of enactment of the Dodd-Frank 
Wall Street Reform and Consumer Protection Act; and 
‘‘(ii) any advance made under section 10B after 
the date of enactment of that Act. 
‘‘(5) TERMINATION OF CREDIT FACILITY BY OPERATION OF 
LAW.—A credit facility shall be deemed to have terminated 
as of the end of the 24-month period beginning on the date 
on which the credit facility ceases to make extensions of credit 
and loans, unless the credit facility is otherwise terminated 
by the Board before such date. 
‘‘(6) CONSISTENT TREATMENT OF INFORMATION.—Except as 
provided in this subsection or section 13(3)(D), or in section 
714(f)(3)(C) of title 31, United States Code, the information 
described in paragraph (1) and information concerning the 
transactions described in section 714(f) of such title, shall be 
confidential, including for purposes of section 552(b)(3) of title 
5 of such Code, until the relevant mandatory release date 
described in paragraph (2), unless the Chairman of the Board 
determines that earlier disclosure of such information would 
be in the public interest and would not harm the effectiveness 
of the relevant credit facility or the purpose of conduct of 
the relevant transactions. 
‘‘(7) PROTECTION OF PERSONAL PRIVACY.—This subsection 
and section 13(3)(C), section 714(f)(3)(C) of title 31, United 
States Code, and subsection (a) or (c) of section 1109 of the 
Dodd-Frank Wall Street Reform and Consumer Protection Act 
shall not be construed as requiring any disclosure of nonpublic 
personal information (as defined for purposes of section 502 
of the Gramm-Leach-Bliley Act (12 U.S.C. 6802)) concerning 
any individual who is referenced in collateral pledged or assets 
transferred in connection with a credit facility or covered trans-
action, unless the person is a borrower, participant, or 
counterparty under the credit facility or covered transaction. 
‘‘(8) STUDY OF FOIA EXEMPTION IMPACT.— 
‘‘(A) STUDY.—The Inspector General of the Board of 
Governors of the Federal Reserve System shall— 
‘‘(i) conduct a study on the impact that the exemp-
tion from section 552(b)(3) of title 5 (known as the 
Freedom of Information Act) established under para-
graph (6) has had on the ability of the public to access 
information about the administration by the Board 
of Governors of emergency credit facilities, discount 
Confidentiality. 
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124 STAT. 2120 
PUBLIC LAW 111–203—JULY 21, 2010 
window lending programs, and open market operations; 
and 
‘‘(ii) make any recommendations on whether the 
exemption described in clause (i) should remain in 
effect. 
‘‘(B) REPORT.—Not later than 30 months after the date 
of enactment of this section, the Inspector General of the 
Board of Governors of the Federal Reserve System shall 
submit a report on the findings of the study required under 
subparagraph (A) to the Committee on Banking, Housing, 
and Urban Affairs of the Senate and the Committee on 
Financial Services of the House of Representatives, and 
publish the report on the website of the Board. 
‘‘(9) RULE OF CONSTRUCTION.—Nothing in this section is 
meant to affect any pending litigation or lawsuit filed under 
section 552 of title 5, United States Code (popularly known 
as the Freedom of Information Act), on or before the date 
of enactment of the Dodd-Frank Wall Street Reform and Con-
sumer Protection Act.’’. 
SEC. 1104. LIQUIDITY EVENT DETERMINATION. 
(a) DETERMINATION AND WRITTEN RECOMMENDATION.— 
(1) DETERMINATION REQUEST.—The Secretary may request 
the Corporation and the Board of Governors to determine 
whether a liquidity event exists that warrants use of the guar-
antee program authorized under section 1105. 
(2) REQUIREMENTS OF DETERMINATION.—Any determination 
pursuant to paragraph (1) shall— 
(A) be written; and 
(B) contain an evaluation of the evidence that— 
(i) a liquidity event exists; 
(ii) failure to take action would have serious 
adverse effects on financial stability or economic condi-
tions in the United States; and 
(iii) actions authorized under section 1105 are 
needed to avoid or mitigate potential adverse effects 
on the United States financial system or economic 
conditions. 
(b) PROCEDURES.—Notwithstanding any other provision of Fed-
eral or State law, upon the determination of both the Corporation 
(upon a vote of not fewer than 2⁄3 of the members of the Corporation 
then serving) and the Board of Governors (upon a vote of not 
fewer than 2⁄3 of the members of the Board of Governors then 
serving) under subsection (a) that a liquidity event exists that 
warrants use of the guarantee program authorized under section 
1105, and with the written consent of the Secretary— 
(1) the Corporation shall take action in accordance with 
section 1105(a); and 
(2) the Secretary (in consultation with the President) shall 
take action in accordance with section 1105(c). 
(c) DOCUMENTATION AND REVIEW.— 
(1) DOCUMENTATION.—The Secretary shall— 
(A) maintain the written documentation of each deter-
mination of the Corporation and the Board of Governors 
under this section; and 
(B) provide the documentation for review under para-
graph (2). 
12 USC 5611. 
Publication. 
Web posting. 
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124 STAT. 2121 
PUBLIC LAW 111–203—JULY 21, 2010 
(2) GAO REVIEW.—The Comptroller General of the United 
States shall review and report to Congress on any determina-
tion of the Corporation and the Board of Governors under 
subsection (a), including— 
(A) the basis for the determination; and 
(B) the likely effect of the actions taken. 
(d) REPORT TO CONGRESS.—On the earlier of the date of a 
submission made to Congress under section 1105(c), or within 30 
days of the date of a determination under subsection (a), the Sec-
retary shall provide written notice of the determination of the 
Corporation and the Board of Governors to the Committee on 
Banking, Housing, and Urban Affairs of the Senate and the Com-
mittee on Financial Services of the House of Representatives, 
including a description of the basis for the determination. 
SEC. 1105. EMERGENCY FINANCIAL STABILIZATION. 
(a) IN GENERAL.—Upon the written determination of the Cor-
poration and the Board of Governors under section 1104, the Cor-
poration shall create a widely available program to guarantee 
obligations of solvent insured depository institutions or solvent 
depository institution holding companies (including any affiliates 
thereof) during times of severe economic distress, except that a 
guarantee of obligations under this section may not include the 
provision of equity in any form. 
(b) RULEMAKING AND TERMS AND CONDITIONS.— 
(1) POLICIES AND PROCEDURES.—As soon as is practicable 
after the date of enactment of this Act, the Corporation shall 
establish, by regulation, and in consultation with the Secretary, 
policies and procedures governing the issuance of guarantees 
authorized by this section. Such policies and procedures may 
include a requirement of collateral as a condition of any such 
guarantee. 
(2) TERMS AND CONDITIONS.—The terms and conditions of 
any guarantee program shall be established by the Corporation, 
with the concurrence of the Secretary. 
(c) DETERMINATION OF GUARANTEED AMOUNT.— 
(1) IN GENERAL.—In connection with any program estab-
lished pursuant to subsection (a) and subject to paragraph 
(2) of this subsection, the Secretary (in consultation with the 
President) shall determine the maximum amount of debt out-
standing that the Corporation may guarantee under this sec-
tion, and the President may transmit to Congress a written 
report on the plan of the Corporation to exercise the authority 
under this section to issue guarantees up to that maximum 
amount and a request for approval of such plan. The Corpora-
tion shall exercise the authority under this section to issue 
guarantees up to that specified maximum amount upon passage 
of the joint resolution of approval, as provided in subsection 
(d). Absent such approval, the Corporation shall issue no such 
guarantees. 
(2) ADDITIONAL DEBT GUARANTEE AUTHORITY.—If the Sec-
retary (in consultation with the President) determines, after 
a submission to Congress under paragraph (1), that the max-
imum guarantee amount should be raised, and the Council 
concurs with that determination, the President may transmit 
to Congress a written report on the plan of the Corporation 
to exercise the authority under this section to issue guarantees 
12 USC 5612. 
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124 STAT. 2122 
PUBLIC LAW 111–203—JULY 21, 2010 
up to the increased maximum debt guarantee amount. The 
Corporation shall exercise the authority under this section to 
issue guarantees up to that specified maximum amount upon 
passage of the joint resolution of approval, as provided in 
subsection (d). Absent such approval, the Corporation shall 
issue no such guarantees. 
(d) RESOLUTION OF APPROVAL.— 
(1) ADDITIONAL DEBT GUARANTEE AUTHORITY.—Arequest by 
the President under this section shall be considered granted 
by Congress upon adoption of a joint resolution approving such 
request. Such joint resolution shall be considered in the Senate 
under expedited procedures. 
(2) FAST TRACK CONSIDERATION IN SENATE.— 
(A) RECONVENING.—Upon receipt of a request under 
subsection (c), if the Senate has adjourned or recessed 
for more than 2 days, the majority leader of the Senate, 
after consultation with the minority leader of the Senate, 
shall notify the Members of the Senate that, pursuant 
to this section, the Senate shall convene not later than 
the second calendar day after receipt of such message. 
(B) PLACEMENT ON CALENDAR.—Upon introduction in 
the Senate, the joint resolution shall be placed immediately 
on the calendar. 
(C) FLOOR CONSIDERATION.— 
(i) IN GENERAL.—Notwithstanding Rule XXII of the 
Standing Rules of the Senate, it is in order at any 
time during the period beginning on the 4th day after 
the date on which Congress receives a request under 
subsection (c), and ending on the 7th day after that 
date (even though a previous motion to the same effect 
has been disagreed to) to move to proceed to the consid-
eration of the joint resolution, and all points of order 
against the joint resolution (and against consideration 
of the joint resolution) are waived. The motion to pro-
ceed is not debatable. The motion is not subject to 
a motion to postpone. A motion to reconsider the vote 
by which the motion is agreed to or disagreed to shall 
not be in order. If a motion to proceed to the consider-
ation of the resolution is agreed to, the joint resolution 
shall remain the unfinished business until disposed 
of. 
(ii) DEBATE.—Debate on the joint resolution, and 
on all debatable motions and appeals in connection 
therewith, shall be limited to not more than 10 hours, 
which shall be divided equally between the majority 
and minority leaders or their designees. A motion fur-
ther to limit debate is in order and not debatable. 
An amendment to, or a motion to postpone, or a motion 
to proceed to the consideration of other business, or 
a motion to recommit the joint resolution is not in 
order. 
(iii) VOTE ON PASSAGE.—The vote on passage shall 
occur immediately following the conclusion of the 
debate on the joint resolution, and a single quorum 
call at the conclusion of the debate if requested in 
accordance with the rules of the Senate. 
Limitation. 
Time period. 
Notification. 
Deadline. 
President. 
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124 STAT. 2123 
PUBLIC LAW 111–203—JULY 21, 2010 
(iv) RULINGS
OF
THE
CHAIR
ON
PROCEDURE.— 
Appeals from the decisions of the Chair relating to 
the application of the rules of the Senate, as the case 
may be, to the procedure relating to a joint resolution 
shall be decided without debate. 
(3) RULES.— 
(A) COORDINATION
WITH
ACTION
BY
HOUSE
OF
REP-
RESENTATIVES.—If, before the passage by the Senate of 
a joint resolution of the Senate, the Senate receives a 
joint resolution, from the House of Representatives, then 
the following procedures shall apply: 
(i) The joint resolution of the House of Representa-
tives shall not be referred to a committee. 
(ii) With respect to a joint resolution of the 
Senate— 
(I) the procedure in the Senate shall be the 
same as if no joint resolution had been received 
from the other House; but 
(II) the vote on passage shall be on the joint 
resolution of the House of Representatives. 
(B) TREATMENT OF JOINT RESOLUTION OF HOUSE OF 
REPRESENTATIVES.—If the Senate fails to introduce or con-
sider a joint resolution under this section, the joint resolu-
tion of the House of Representatives shall be entitled to 
expedited floor procedures under this subsection. 
(C) TREATMENT
OF
COMPANION
MEASURES.—If, fol-
lowing passage of the joint resolution in the Senate, the 
Senate then receives the companion measure from the 
House of Representatives, the companion measure shall 
not be debatable. 
(D) RULES OF THE SENATE.—This subsection is enacted 
by Congress— 
(i) as an exercise of the rulemaking power of the 
Senate, and as such it is deemed a part of the rules 
of the Senate, but applicable only with respect to the 
procedure to be followed in the Senate in the case 
of a joint resolution, and it supersedes other rules, 
only to the extent that it is inconsistent with such 
rules; and 
(ii) with full recognition of the constitutional right 
of the Senate to change the rules (so far as relating 
to the procedure of the Senate) at any time, in the 
same manner, and to the same extent as in the case 
of any other rule of the Senate. 
(4) DEFINITION.—As used in this subsection, the term ‘‘joint 
resolution’’ means only a joint resolution— 
(A) that is introduced not later than 3 calendar days 
after the date on which the request referred to in subsection 
(c) is received by Congress; 
(B) that does not have a preamble; 
(C) the title of which is as follows: ‘‘Joint resolution 
relating to the approval of a plan to guarantee obligations 
under section 1105 of the Dodd-Frank Wall Street Reform 
and Consumer Protection Act’’; and 
(D) the matter after the resolving clause of which 
is as follows: ‘‘That Congress approves the obligation of 
Deadline. 
Procedures. 
Applicability. 
Appeals. 
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124 STAT. 2124 
PUBLIC LAW 111–203—JULY 21, 2010 
any amount described in section 1105(c) of the Dodd-Frank 
Wall Street Reform and Consumer Protection Act.’’. 
(e) FUNDING.— 
(1) FEES
AND
OTHER
CHARGES.—The Corporation shall 
charge fees and other assessments to all participants in the 
program established pursuant to this section, in such amounts 
as are necessary to offset projected losses and administrative 
expenses, including amounts borrowed pursuant to paragraph 
(3), and such amounts shall be available to the Corporation. 
(2) EXCESS FUNDS.—If, at the conclusion of the program 
established under this section, there are any excess funds col-
lected from the fees associated with such program, the funds 
shall be deposited in the General Fund of the Treasury. 
(3) AUTHORITY OF CORPORATION.—The Corporation— 
(A) may borrow funds from the Secretary of the 
Treasury and issue obligations of the Corporation to the 
Secretary for amounts borrowed, and the amounts borrowed 
shall be available to the Corporation for purposes of car-
rying out a program established pursuant to this section, 
including the payment of reasonable costs of administering 
the program, and the obligations issued shall be repaid 
in full with interest through fees and charges paid by 
participants in accordance with paragraphs (1) and (4), 
as applicable; and 
(B) may not borrow funds from the Deposit Insurance 
Fund established pursuant to section 11(a)(4) of the Federal 
Deposit Insurance Act. 
(4) BACKUP SPECIAL ASSESSMENTS.—To the extent that the 
funds collected pursuant to paragraph (1) are insufficient to 
cover any losses or expenses, including amounts borrowed 
pursuant to paragraph (3), arising from a program established 
pursuant to this section, the Corporation shall impose a special 
assessment solely on participants in the program, in amounts 
necessary to address such insufficiency, and which shall be 
available to the Corporation to cover such losses or expenses. 
(5) AUTHORITY
OF
THE
SECRETARY.—The Secretary may 
purchase any obligations issued under paragraph (3)(A). For 
such purpose, the Secretary may use the proceeds of the sale 
of any securities issued under chapter 31 of title 31, United 
States Code, and the purposes for which securities may be 
issued under that chapter 31 are extended to include such 
purchases, and the amount of any securities issued under that 
chapter 31 for such purpose shall be treated in the same 
manner as securities issued under section 208(n)(5)(E). 
(f) RULE OF CONSTRUCTION.—For purposes of this section, a 
guarantee of deposits held by insured depository institutions shall 
not be treated as a debt guarantee program. 
(g) DEFINITIONS.—For purposes of this section, the following 
definitions shall apply: 
(1) COMPANY.—The term ‘‘company’’ means any entity other 
than a natural person that is incorporated or organized under 
Federal law or the laws of any State. 
(2) DEPOSITORY INSTITUTION HOLDING COMPANY.—The term 
‘‘depository institution holding company’’ has the same meaning 
as in section 3 of the Federal Deposit Insurance Act (12 U.S.C. 
1813). 
(3) LIQUIDITY EVENT.—The term ‘‘liquidity event’’ means— 
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124 STAT. 2125 
PUBLIC LAW 111–203—JULY 21, 2010 
(A) an exceptional and broad reduction in the general 
ability of financial market participants— 
(i) to sell financial assets without an unusual and 
significant discount; or 
(ii) to borrow using financial assets as collateral 
without an unusual and significant increase in margin; 
or 
(B) an unusual and significant reduction in the ability 
of financial market participants to obtain unsecured credit. 
(4) SOLVENT.—The term ‘‘solvent’’ means that the value 
of the assets of an entity exceed its obligations to creditors. 
SEC. 1106. ADDITIONAL RELATED AMENDMENTS. 
(a) SUSPENSION OF PARALLEL FEDERAL DEPOSIT INSURANCE ACT 
AUTHORITY.—Effective upon the date of enactment of this section, 
the Corporation may not exercise its authority under section 
13(c)(4)(G)(i) of the Federal Deposit Insurance Act (12 U.S.C. 
1823(c)(4)(G)(i)) to establish any widely available debt guarantee 
program for which section 1105 would provide authority. 
(b) FEDERAL DEPOSIT INSURANCE ACT.—Section 13(c)(4)(G) of 
the Federal Deposit Insurance Act (12 U.S.C. 1823(c)(4)(G)) is 
amended— 
(1) in clause (i)— 
(A) in subclause (I), by inserting ‘‘for which the Cor-
poration has been appointed receiver’’ before ‘‘would have 
serious’’; and 
(B) in the undesignated matter following subclause 
(II), by inserting ‘‘for the purpose of winding up the insured 
depository institution for which the Corporation has been 
appointed receiver’’ after ‘‘provide assistance under this 
section’’; and 
(2) in clause (v)(I), by striking ‘‘The’’ and inserting ‘‘Not 
later than 3 days after making a determination under clause 
(i), the’’. 
(c) EFFECT OF DEFAULT ON AN FDIC GUARANTEE.—If an insured 
depository institution or depository institution holding company 
(as those terms are defined in section 3 of the Federal Deposit 
Insurance Act) participating in a program under section 1105, or 
any participant in a debt guarantee program established pursuant 
to section 13(c)(4)(G)(i) of the Federal Deposit Insurance Act defaults 
on any obligation guaranteed by the Corporation after the date 
of enactment of this Act, the Corporation shall— 
(1) appoint itself as receiver for the insured depository 
institution that defaults; and 
(2) with respect to any other participating company that 
is not an insured depository institution that defaults— 
(A) require— 
(i) consideration of whether a determination shall 
be made, as provided in section 203 to resolve the 
company under section 202; and 
(ii) the company to file a petition for bankruptcy 
under section 301 of title 11, United States Code, if 
the Corporation is not appointed receiver pursuant 
to section 202 within 30 days of the date of default; 
or 
Deadline. 
Effective date. 
12 USC 5613. 
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124 STAT. 2126 
PUBLIC LAW 111–203—JULY 21, 2010 
(B) file a petition for involuntary bankruptcy on behalf 
of the company under section 303 of title 11, United States 
Code. 
SEC. 1107. FEDERAL RESERVE ACT AMENDMENTS ON FEDERAL 
RESERVE BANK GOVERNANCE. 
The 5th subparagraph of the 4th undesignated paragraph of 
section 4 of the Federal Reserve Act (12 U.S.C. 341) is amended 
by striking the 2nd sentence and inserting the following: ‘‘The 
president shall be the chief executive officer of the bank and shall 
be appointed by the Class B and Class C directors of the bank, 
with the approval of the Board of Governors of the Federal Reserve 
System, for a term of 5 years; and all other executive officers 
and all employees of the bank shall be directly responsible to 
the president.’’. 
SEC. 1108. FEDERAL RESERVE ACT AMENDMENTS ON SUPERVISION 
AND REGULATION POLICY. 
(a) ESTABLISHMENT OF THE POSITION OF VICE CHAIRMAN FOR 
SUPERVISION.— 
(1) POSITION ESTABLISHED.—The second undesignated para-
graph of section 10 of the Federal Reserve Act (12 U.S.C. 
242) (relating to the Chairman and Vice Chairman of the Board) 
is amended by striking the third sentence and inserting the 
following: ‘‘Of the persons thus appointed, 1 shall be designated 
by the President, by and with the advice and consent of the 
Senate, to serve as Chairman of the Board for a term of 4 
years, and 2 shall be designated by the President, by and 
with the advice and consent of the Senate, to serve as Vice 
Chairmen of the Board, each for a term of 4 years, 1 of whom 
shall serve in the absence of the Chairman, as provided in 
the fourth undesignated paragraph of this section, and 1 of 
whom shall be designated Vice Chairman for Supervision. The 
Vice Chairman for Supervision shall develop policy rec-
ommendations for the Board regarding supervision and regula-
tion of depository institution holding companies and other finan-
cial firms supervised by the Board, and shall oversee the super-
vision and regulation of such firms.’’. 
(2) EFFECTIVE DATE.—The amendment made by subsection 
(a) takes effect on the date of enactment of this title and 
applies to individuals who are designated by the President 
on or after that date to serve as Vice Chairman of Supervision. 
(b) APPEARANCES BEFORE CONGRESS.—Section 10 of the Federal 
Reserve Act (12 U.S.C. 241 et seq.) is amended by adding at the 
end the following: 
‘‘(12) APPEARANCES BEFORE CONGRESS.—The Vice Chair-
man for Supervision shall appear before the Committee on 
Banking, Housing, and Urban Affairs of the Senate and the 
Committee on Financial Services of the House of Representa-
tives and at semi-annual hearings regarding the efforts, activi-
ties, objectives, and plans of the Board with respect to the 
conduct of supervision and regulation of depository institution 
holding companies and other financial firms supervised by the 
Board.’’. 
(c) BOARD RESPONSIBILITY TO SET SUPERVISION
AND REGU-
LATORY POLICY.—Section 11 of the Federal Reserve Act (12 U.S.C. 
248) (relating to enumerated powers of the Board) is amended 
by adding at the end of subsection (k) (relating to delegation) 
12 USC 247b. 
12 USC 242 note. 
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124 STAT. 2127 
PUBLIC LAW 111–203—JULY 21, 2010 
the following: ‘‘The Board of Governors may not delegate to a 
Federal reserve bank its functions for the establishment of policies 
for the supervision and regulation of depository institution holding 
companies and other financial firms supervised by the Board of 
Governors.’’. 
(d) EXERCISE OF FEDERAL RESERVE AUTHORITY.— 
(1) NO DECISIONS BY FEDERAL RESERVE BANK PRESIDENTS.— 
No provision of title I relating to the authority of the Board 
of Governors shall be construed as conferring any decision- 
making authority on presidents of Federal reserve banks. 
(2) VOTING DECISIONS BY BOARD.—The Board of Governors 
shall not delegate the authority to make any voting decision 
that the Board of Governors is authorized or required to make 
under title I of this Act in contravention of section 11(k) of 
the Federal Reserve Act. 
SEC. 1109. GAO AUDIT OF THE FEDERAL RESERVE FACILITIES; 
PUBLICATION OF BOARD ACTIONS. 
(a) GAO AUDIT.— 
(1) IN GENERAL.—Notwithstanding section 714(b) of title 
31, United States Code, or any other provision of law, the 
Comptroller General of the United States (in this subsection 
referred to as the ‘‘Comptroller General’’) shall conduct a one- 
time audit of all loans and other financial assistance provided 
during the period beginning on December 1, 2007 and ending 
on the date of enactment of this Act by the Board of Governors 
or a Federal reserve bank under the Asset-Backed Commercial 
Paper Money Market Mutual Fund Liquidity Facility, the Term 
Asset-Backed Securities Loan Facility, the Primary Dealer 
Credit Facility, the Commercial Paper Funding Facility, the 
Term Securities Lending Facility, the Term Auction Facility, 
Maiden Lane, Maiden Lane II, Maiden Lane III, the agency 
Mortgage-Backed Securities program, foreign currency liquidity 
swap lines, and any other program created as a result of 
section 13(3) of the Federal Reserve Act (as so designated 
by this title). 
(2) ASSESSMENTS.—In conducting the audit under para-
graph (1), the Comptroller General shall assess— 
(A) the operational integrity, accounting, financial 
reporting, and internal controls of the credit facility; 
(B) the effectiveness of the security and collateral poli-
cies established for the facility in mitigating risk to the 
relevant Federal reserve bank and taxpayers; 
(C) whether the credit facility inappropriately favors 
one or more specific participants over other institutions 
eligible to utilize the facility; 
(D) the policies governing the use, selection, or pay-
ment of third-party contractors by or for any credit facility; 
and 
(E) whether there were conflicts of interest with respect 
to the manner in which such facility was established or 
operated. 
(3) TIMING.—The audit required by this subsection shall 
be commenced not later than 30 days after the date of enact-
ment of this Act, and shall be completed not later than 12 
months after that date of enactment. 
Time period. 
12 USC 5614. 
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124 STAT. 2128 
PUBLIC LAW 111–203—JULY 21, 2010 
(4) REPORT
REQUIRED.—The Comptroller General shall 
submit a report on the audit conducted under paragraph (1) 
to the Congress not later than 12 months after the date of 
enactment of this Act, and such report shall be made available 
to— 
(A) the Speaker of the House of Representatives; 
(B) the majority and minority leaders of the House 
of Representatives; 
(C) the majority and minority leaders of the Senate; 
(D) the Chairman and Ranking Member of the Com-
mittee on Banking, Housing, and Urban Affairs of the 
Senate and of the Committee on Financial Services of the 
House of Representatives; and 
(E) any member of Congress who requests it. 
(b) AUDIT OF FEDERAL RESERVE BANK GOVERNANCE.— 
(1) AUDIT.— 
(A) IN GENERAL.—Not later than 1 year after the date 
of enactment of this Act, the Comptroller General shall 
complete an audit of the governance of the Federal reserve 
bank system. 
(B) REQUIRED
EXAMINATIONS.—The audit required 
under subparagraph (A) shall— 
(i) examine the extent to which the current system 
of appointing Federal reserve bank directors effectively 
represents ‘‘the public, without discrimination on the 
basis of race, creed, color, sex or national origin, and 
with due but not exclusive consideration to the 
interests of agriculture, commerce, industry, services, 
labor, and consumers’’ in the selection of bank direc-
tors, as such requirement is set forth under section 
4 of the Federal Reserve Act; 
(ii) examine whether there are actual or potential 
conflicts of interest created when the directors of Fed-
eral reserve banks, which execute the supervisory func-
tions of the Board of Governors of the Federal Reserve 
System, are elected by member banks; 
(iii) examine the establishment and operations of 
each facility described in subsection (a)(1) and each 
Federal reserve bank involved in the establishment 
and operations thereof; and 
(iv) identify changes to selection procedures for 
Federal reserve bank directors, or to other aspects 
of Federal reserve bank governance, that would— 
(I) improve how the public is represented; 
(II) eliminate actual or potential conflicts of 
interest in bank supervision; 
(III) increase the availability of information 
useful for the formation and execution of monetary 
policy; or 
(IV) in other ways increase the effectiveness 
or efficiency of reserve banks. 
(2) REPORT REQUIRED.—A report on the audit conducted 
under paragraph (1) shall be submitted by the Comptroller 
General to the Congress before the end of the 90-day period 
beginning on the date on which such audit is completed, and 
such report shall be made available to— 
(A) the Speaker of the House of Representatives; 
Deadline. 
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124 STAT. 2129 
PUBLIC LAW 111–203—JULY 21, 2010 
(B) the majority and minority leaders of the House 
of Representatives; 
(C) the majority and minority leaders of the Senate; 
(D) the Chairman and Ranking Member of the Com-
mittee on Banking, Housing, and Urban Affairs of the 
Senate and of the Committee on Financial Services of the 
House of Representatives; and 
(E) any member of Congress who requests it. 
(c) PUBLICATION
OF BOARD ACTIONS.—Notwithstanding any 
other provision of law, the Board of Governors shall publish on 
its website, not later than December 1, 2010, with respect to all 
loans and other financial assistance provided during the period 
beginning on December 1, 2007 and ending on the date of enactment 
of this Act under the Asset-Backed Commercial Paper Money 
Market Mutual Fund Liquidity Facility, the Term Asset-Backed 
Securities Loan Facility, the Primary Dealer Credit Facility, the 
Commercial Paper Funding Facility, the Term Securities Lending 
Facility, the Term Auction Facility, Maiden Lane, Maiden Lane 
II, Maiden Lane III, the agency Mortgage-Backed Securities pro-
gram, foreign currency liquidity swap lines, and any other program 
created as a result of section 13(3) of the Federal Reserve Act 
(as so designated by this title)— 
(1) the identity of each business, individual, entity, or for-
eign central bank to which the Board of Governors or a Federal 
reserve bank has provided such assistance; 
(2) the type of financial assistance provided to that busi-
ness, individual, entity, or foreign central bank; 
(3) the value or amount of that financial assistance; 
(4) the date on which the financial assistance was provided; 
(5) the specific terms of any repayment expected, including 
the repayment time period, interest charges, collateral, limita-
tions on executive compensation or dividends, and other mate-
rial terms; and 
(6) the specific rationale for each such facility or program. 
TITLE 
XII—IMPROVING 
ACCESS 
TO 
MAINSTREAM 
FINANCIAL 
INSTITU-
TIONS 
SEC. 1201. SHORT TITLE. 
This title may be cited as the ‘‘Improving Access to Mainstream 
Financial Institutions Act of 2010’’. 
SEC. 1202. PURPOSE. 
The purpose of this title is to encourage initiatives for financial 
products and services that are appropriate and accessible for mil-
lions of Americans who are not fully incorporated into the financial 
mainstream. 
SEC. 1203. DEFINITIONS. 
In this title, the following definitions shall apply: 
(1) ACCOUNT.—The term ‘‘account’’ means an agreement 
between an individual and an eligible entity under which the 
individual obtains from or through the entity 1 or more banking 
products and services, and includes a deposit account, a savings 
12 USC 5622. 
12 USC 5621. 
12 USC 5301 
note. 
Improving Access 
to Mainstream 
Financial 
Institutions Act 
of 2010. 
Web posting. 
Deadline. 
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124 STAT. 2130 
PUBLIC LAW 111–203—JULY 21, 2010 
account (including a money market savings account), an account 
for a closed-end loan, and other products or services, as the 
Secretary deems appropriate. 
(2) COMMUNITY
DEVELOPMENT
FINANCIAL
INSTITUTION.— 
The term ‘‘community development financial institution’’ has 
the same meaning as in section 103(5) of the Community 
Development Banking and Financial Institutions Act of 1994 
(12 U.S.C. 4702(5)). 
(3) ELIGIBLE ENTITY.—The term ‘‘eligible entity’’ means— 
(A) an organization described in section 501(c)(3) of 
the Internal Revenue Code of 1986, and exempt from tax 
under section 501(a) of such Code; 
(B) a federally insured depository institution; 
(C) a community development financial institution; 
(D) a State, local, or tribal government entity; or 
(E) a partnership or other joint venture comprised 
of 1 or more of the entities described in subparagraphs 
(A) through (D), in accordance with regulations prescribed 
by the Secretary under this title. 
(4) FEDERALLY
INSURED
DEPOSITORY
INSTITUTION.—The 
term ‘‘federally insured depository institution’’ means any 
insured depository institution (as that term is defined in section 
3 of the Federal Deposit Insurance Act (12 U.S.C. 1813)) and 
any insured credit union (as that term is defined in section 
101 of the Federal Credit Union Act (12 U.S.C. 1752)). 
SEC. 1204. EXPANDED ACCESS TO MAINSTREAM FINANCIAL INSTITU-
TIONS. 
(a) IN GENERAL.—The Secretary is authorized to establish a 
multiyear program of grants, cooperative agreements, financial 
agency agreements, and similar contracts or undertakings to pro-
mote initiatives designed— 
(1) to enable low- and moderate-income individuals to 
establish one or more accounts in a federally insured depository 
institution that are appropriate to meet the financial needs 
of such individuals; and 
(2) to improve access to the provision of accounts, on reason-
able terms, for low- and moderate-income individuals. 
(b) PROGRAM ELIGIBILITY AND ACTIVITIES.— 
(1) IN GENERAL.—The Secretary shall restrict participation 
in any program established under subsection (a) to an eligible 
entity. Subject to regulations prescribed by the Secretary under 
this title, 1 or more eligible entities may participate in 1 or 
several programs established under subsection (a). 
(2) ACCOUNT ACTIVITIES.—Subject to regulations prescribed 
by the Secretary, an eligible entity may, in participating in 
a program established under subsection (a), offer or provide 
to low- and moderate-income individuals products and services 
relating to accounts, including— 
(A) small-dollar value loans; and 
(B) financial education and counseling relating to con-
ducting transactions in and managing accounts. 
SEC. 1205. LOW-COST ALTERNATIVES TO SMALL DOLLAR LOANS. 
(a) GRANTS AUTHORIZED.—The Secretary is authorized to estab-
lish multiyear demonstration programs by means of grants, coopera-
tive agreements, financial agency agreements, and similar contracts 
or undertakings, with eligible entities to provide low-cost, small 
12 USC 5624. 
Grants. 
12 USC 5623. 
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124 STAT. 2131 
PUBLIC LAW 111–203—JULY 21, 2010 
loans to consumers that will provide alternatives to more costly 
small dollar loans. 
(b) TERMS AND CONDITIONS.— 
(1) IN GENERAL.—Loans under this section shall be made 
on terms and conditions, and pursuant to lending practices, 
that are reasonable for consumers. 
(2) FINANCIAL LITERACY AND EDUCATION OPPORTUNITIES.— 
(A) IN GENERAL.—Each eligible entity awarded a grant 
under this section shall promote and take appropriate steps 
to ensure the provision of financial literacy and education 
opportunities, such as relevant counseling services, edu-
cational courses, or wealth building programs, to each con-
sumer provided with a loan pursuant to this section. 
(B) AUTHORITY
TO
EXPAND
ACCESS.—As part of the 
grants, agreements, and undertakings established under 
this section, the Secretary may implement reasonable 
measures or programs designed to expand access to finan-
cial literacy and education opportunities, including relevant 
counseling services, educational courses, or wealth building 
programs to be provided to individuals who obtain loans 
from eligible entities under this section. 
SEC. 1206. GRANTS TO ESTABLISH LOAN-LOSS RESERVE FUNDS. 
The Community Development Banking and Financial Institu-
tions Act of 1994 (12 U.S.C. 4701 et seq.) is amended by adding 
at the end the following: 
‘‘SEC. 122. GRANTS TO ESTABLISH LOAN-LOSS RESERVE FUNDS. 
‘‘(a) PURPOSES.—The purposes of this section are— 
‘‘(1) to make financial assistance available from the Fund 
in order to help community development financial institutions 
defray the costs of operating small dollar loan programs, by 
providing the amounts necessary for such institutions to estab-
lish their own loan loss reserve funds to mitigate some of 
the losses on such small dollar loan programs; and 
‘‘(2) to encourage community development financial institu-
tions to establish and maintain small dollar loan programs 
that would help give consumers access to mainstream financial 
institutions and combat high cost small dollar lending. 
‘‘(b) GRANTS.— 
‘‘(1) LOAN-LOSS RESERVE FUND GRANTS.—The Fund shall 
make grants to community development financial institutions 
or to any partnership between such community development 
financial institutions and any other federally insured depository 
institution with a primary mission to serve targeted investment 
areas, as such areas are defined under section 103(16), to 
enable such institutions or any partnership of such institutions 
to establish a loan-loss reserve fund in order to defray the 
costs of a small dollar loan program established or maintained 
by such institution. 
‘‘(2) MATCHING REQUIREMENT.—A community development 
financial institution or any partnership of institutions estab-
lished pursuant to paragraph (1) shall provide non-Federal 
matching funds in an amount equal to 50 percent of the amount 
of any grant received under this section. 
‘‘(3) USE OF FUNDS.—Any grant amounts received by a 
community development financial institution or any partner-
ship between or among such institutions under paragraph (1)— 
12 USC 4719. 
Grants. 
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124 STAT. 2132 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(A) may not be used by such institution to provide 
direct loans to consumers; 
‘‘(B) may be used by such institution to help recapture 
a portion or all of a defaulted loan made under the small 
dollar loan program of such institution; and 
‘‘(C) may be used to designate and utilize a fiscal 
agent for services normally provided by such an agent. 
‘‘(4) TECHNICAL ASSISTANCE GRANTS.—The Fund shall make 
technical assistance grants to community development financial 
institutions or any partnership between or among such institu-
tions to support and maintain a small dollar loan program. 
Any grant amounts received under this paragraph may be 
used for technology, staff support, and other costs associated 
with establishing a small dollar loan program. 
‘‘(c) DEFINITIONS.—For purposes of this section— 
‘‘(1) the term ‘consumer reporting agency that compiles 
and maintains files on consumers on a nationwide basis’ has 
the same meaning given such term in section 603(p) of the 
Fair Credit Reporting Act (15 U.S.C. 1681a(p)); and 
‘‘(2) the term ‘small dollar loan program’ means a loan 
program wherein a community development financial institu-
tion or any partnership between or among such institutions 
offers loans to consumers that— 
‘‘(A) are made in amounts not exceeding $2,500; 
‘‘(B) must be repaid in installments; 
‘‘(C) have no pre-payment penalty; 
‘‘(D) the institution has to report payments regarding 
the loan to at least 1 of the consumer reporting agencies 
that compiles and maintains files on consumers on a nation-
wide basis; and 
‘‘(E) meet any other affordability requirements as may 
be established by the Administrator.’’. 
SEC. 1207. PROCEDURAL PROVISIONS. 
An eligible entity desiring to participate in a program or obtain 
a grant under this title shall submit an application to the Secretary, 
in such form and containing such information as the Secretary 
may require. 
SEC. 1208. AUTHORIZATION OF APPROPRIATIONS. 
(a) AUTHORIZATION TO THE SECRETARY.—There are authorized 
to be appropriated to the Secretary, such sums as are necessary 
to both administer and fund the programs and projects authorized 
by this title, to remain available until expended. 
(b) AUTHORIZATION TO THE FUND.—There is authorized to be 
appropriated to the Fund for each fiscal year beginning in fiscal 
year 2010, an amount equal to the amount of the administrative 
costs of the Fund for the operation of the grant program established 
under this title. 
SEC. 1209. REGULATIONS. 
(a) IN GENERAL.—The Secretary is authorized to promulgate 
regulations to implement and administer the grant programs and 
undertakings authorized by this title. 
(b) REGULATORY AUTHORITY.—Regulations prescribed under 
this section may contain such classifications, differentiations, or 
other provisions, and may provide for such adjustments and excep-
tions for any class of grant programs, undertakings, or eligible 
12 USC 5627. 
12 USC 5626. 
Application. 
12 USC 5625. 
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124 STAT. 2133 
PUBLIC LAW 111–203—JULY 21, 2010 
entities, as, in the judgment of the Secretary, are necessary or 
proper to effectuate the purposes of this title, to prevent circumven-
tion or evasion of this title, or to facilitate compliance with this 
title. 
SEC. 1210. EVALUATION AND REPORTS TO CONGRESS. 
For each fiscal year in which a program or project is carried 
out under this title, the Secretary shall submit a report to the 
Committee on Banking, Housing, and Urban Affairs of the Senate 
and the Committee on Financial Services of the House of Represent-
atives containing a description of the activities funded, amounts 
distributed, and measurable results, as appropriate and available. 
TITLE XIII—PAY IT BACK ACT 
SEC. 1301. SHORT TITLE. 
This title may be cited as the ‘‘Pay It Back Act’’. 
SEC. 1302. AMENDMENT TO REDUCE TARP AUTHORIZATION. 
Section 115(a) of the Emergency Economic Stabilization Act 
of 2008 (12 U.S.C. 5225(a)) is amended— 
(1) in paragraph (3)— 
(A) by striking ‘‘, $700,000,000,000, as such amount 
is reduced by $1,259,000,000, as such amount is reduced 
by $1,244,000,000’’ and inserting ‘‘$475,000,000,000’’; and 
(B) by striking ‘‘outstanding at any one time’’; and 
(2) by adding at the end the following: 
‘‘(4) For purposes of this subsection, the amount of 
authority considered to be exercised by the Secretary shall 
not be reduced by— 
‘‘(A) any amounts received by the Secretary before, 
on, or after the date of enactment of the Pay It Back 
Act from repayment of the principal of financial assistance 
by an entity that has received financial assistance under 
the TARP or any other program enacted by the Secretary 
under the authorities granted to the Secretary under this 
Act; 
‘‘(B) any amounts committed for any guarantees pursu-
ant to the TARP that became or become uncommitted; 
or 
‘‘(C) any losses realized by the Secretary. 
‘‘(5) No authority under this Act may be used to incur 
any obligation for a program or initiative that was not initiated 
prior to June 25, 2010.’’. 
SEC. 1303. REPORT. 
Section 106 of the Emergency Economic Stabilization Act of 
2008 (12 U.S.C. 5216) is amended by inserting at the end the 
following: 
‘‘(f) REPORT.—The Secretary of the Treasury shall report to 
Congress every 6 months on amounts received and transferred 
to the general fund under subsection (d).’’. 
12 USC 5201 
note. 
Pay It Back Act. 
12 USC 5628. 
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124 STAT. 2134 
PUBLIC LAW 111–203—JULY 21, 2010 
SEC. 1304. AMENDMENTS TO HOUSING AND ECONOMIC RECOVERY ACT 
OF 2008. 
(a) SALE
OF FANNIE MAE OBLIGATIONS
AND SECURITIES
BY 
THE TREASURY; DEFICIT REDUCTION.—Section 304(g)(2) of the Fed-
eral National Mortgage Association Charter Act (12 U.S.C. 
1719(g)(2)) is amended— 
(1) by redesignating subparagraph (C) as subparagraph 
(D); and 
(2) by inserting after subparagraph (B) the following: 
‘‘(C) DEFICIT
REDUCTION.—The Secretary of the 
Treasury shall deposit in the General Fund of the Treasury 
any amounts received by the Secretary from the sale of 
any obligation acquired by the Secretary under this sub-
section, where such amounts shall be— 
‘‘(i) dedicated for the sole purpose of deficit reduc-
tion; and 
‘‘(ii) prohibited from use as an offset for other 
spending increases or revenue reductions.’’. 
(b) SALE OF FREDDIE MAC OBLIGATIONS AND SECURITIES BY 
THE TREASURY; DEFICIT REDUCTION.—Section 306(l)(2) of the Fed-
eral Home Loan Mortgage Corporation Act (12 U.S.C. 1455(l)(2)) 
is amended— 
(1) by redesignating subparagraph (C) as subparagraph 
(D); and 
(2) by inserting after subparagraph (B) the following: 
‘‘(C) DEFICIT
REDUCTION.—The Secretary of the 
Treasury shall deposit in the General Fund of the Treasury 
any amounts received by the Secretary from the sale of 
any obligation acquired by the Secretary under this sub-
section, where such amounts shall be— 
‘‘(i) dedicated for the sole purpose of deficit reduc-
tion; and 
‘‘(ii) prohibited from use as an offset for other 
spending increases or revenue reductions.’’. 
(c) SALE OF FEDERAL HOME LOAN BANKS OBLIGATIONS BY THE 
TREASURY; DEFICIT REDUCTION.—Section 11(l)(2) of the Federal 
Home Loan Bank Act (12 U.S.C. 1431(l)(2)) is amended— 
(1) by redesignating subparagraph (C) as subparagraph 
(D); and 
(2) by inserting after subparagraph (B) the following: 
‘‘(C) DEFICIT
REDUCTION.—The Secretary of the 
Treasury shall deposit in the General Fund of the Treasury 
any amounts received by the Secretary from the sale of 
any obligation acquired by the Secretary under this sub-
section, where such amounts shall be— 
‘‘(i) dedicated for the sole purpose of deficit reduc-
tion; and 
‘‘(ii) prohibited from use as an offset for other 
spending increases or revenue reductions.’’. 
(d) REPAYMENT OF FEES.—Any periodic commitment fee or any 
other fee or assessment paid by the Federal National Mortgage 
Association or Federal Home Loan Mortgage Corporation to the 
Secretary of the Treasury as a result of any preferred stock purchase 
agreement, mortgage-backed security purchase program, or any 
other program or activity authorized or carried out pursuant to 
the authorities granted to the Secretary of the Treasury under 
section 1117 of the Housing and Economic Recovery Act of 2008 
12 USC 1455 
note. 
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124 STAT. 2135 
PUBLIC LAW 111–203—JULY 21, 2010 
(Public Law 110–289; 122 Stat. 2683), including any fee agreed 
to by contract between the Secretary and the Association or Cor-
poration, shall be deposited in the General Fund of the Treasury 
where such amounts shall be— 
(1) dedicated for the sole purpose of deficit reduction; and 
(2) prohibited from use as an offset for other spending 
increases or revenue reductions. 
SEC. 1305. FEDERAL HOUSING FINANCE AGENCY REPORT. 
The Director of the Federal Housing Finance Agency shall 
submit to Congress a report on the plans of the Agency to continue 
to support and maintain the Nation’s vital housing industry, while 
at the same time guaranteeing that the American taxpayer will 
not suffer unnecessary losses. 
SEC. 1306. REPAYMENT OF UNOBLIGATED ARRA FUNDS. 
(a) REJECTION OF ARRA FUNDS BY STATE.—Section 1607 of 
the American Recovery and Reinvestment Act of 2009 (Public Law 
111–5; 123 Stat. 305) is amended by adding at the end the following: 
‘‘(d) STATEWIDE REJECTION OF FUNDS.—If funds provided to 
any State in any division of this Act are not accepted for use 
by the Governor of the State pursuant to subsection (a) or by 
the State legislature pursuant to subsection (b), then all such funds 
shall be— 
‘‘(1) rescinded; and 
‘‘(2) deposited in the General Fund of the Treasury where 
such amounts shall be— 
‘‘(A) dedicated for the sole purpose of deficit reduction; 
and 
‘‘(B) prohibited from use as an offset for other spending 
increases or revenue reductions.’’. 
(b) WITHDRAWAL
OR RECAPTURE
OF UNOBLIGATED FUNDS.— 
Title XVI of the American Recovery and Reinvestment Act of 2009 
(Public Law 111–5; 123 Stat. 302) is amended by adding at the 
end the following: 
‘‘SEC. 1613. WITHDRAWAL OR RECAPTURE OF UNOBLIGATED FUNDS. 
‘‘Notwithstanding any other provision of this Act, if the head 
of any executive agency withdraws or recaptures for any reason 
funds appropriated or otherwise made available under this division, 
and such funds have not been obligated by a State to a local 
government or for a specific project, such recaptured funds shall 
be— 
‘‘(1) rescinded; and 
‘‘(2) deposited in the General Fund of the Treasury where 
such amounts shall be— 
‘‘(A) dedicated for the sole purpose of deficit reduction; 
and 
‘‘(B) prohibited from use as an offset for other spending 
increases or revenue reductions.’’. 
(c) RETURN OF UNOBLIGATED FUNDS BY END OF 2012.—Section 
1603 of the American Recovery and Reinvestment Act of 2009 
(Public Law 111–5; 123 Stat. 302) is amended by— 
(1) striking ‘‘All funds’’ and inserting ‘‘(a) IN GENERAL.— 
All funds’’; and 
(2) adding at the end the following: 
‘‘(b) REPAYMENT OF UNOBLIGATED FUNDS.—Any discretionary 
appropriations made available in this division that have not been 
Rescission. 
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124 STAT. 2136 
PUBLIC LAW 111–203—JULY 21, 2010 
obligated as of December 31, 2012, are hereby rescinded, and such 
amounts shall be deposited in the General Fund of the Treasury 
where such amounts shall be— 
‘‘(1) dedicated for the sole purpose of deficit reduction; 
and 
‘‘(2) prohibited from use as an offset for other spending 
increases or revenue reductions. 
‘‘(c) PRESIDENTIAL WAIVER AUTHORITY.— 
‘‘(1) IN GENERAL.—The President may waive the require-
ments under subsection (b), if the President determines that 
it is not in the best interest of the Nation to rescind a specific 
unobligated amount after December 31, 2012. 
‘‘(2) REQUESTS.—The head of an executive agency may also 
apply to the President for a waiver from the requirements 
under subsection (b).’’. 
TITLE XIV—MORTGAGE REFORM AND 
ANTI-PREDATORY LENDING ACT 
SEC. 1400. SHORT TITLE; DESIGNATION AS ENUMERATED CONSUMER 
LAW. 
(a) SHORT TITLE.—This title may be cited as the ‘‘Mortgage 
Reform and Anti-Predatory Lending Act’’. 
(b) DESIGNATION AS ENUMERATED CONSUMER LAW UNDER THE 
PURVIEW OF THE BUREAU OF CONSUMER FINANCIAL PROTECTION.— 
Subtitles A, B, C, and E and sections 1471, 1472, 1475, and 1476, 
and the amendments made by such subtitles and sections, shall 
be enumerated consumer laws, as defined in section 1002, and 
come under the purview of the Bureau of Consumer Financial 
Protection for purposes of title X, including the transfer of functions 
and personnel under subtitle F of title X and the savings provisions 
of such subtitle. 
(c) REGULATIONS; EFFECTIVE DATE.— 
(1) REGULATIONS.—The regulations required to be pre-
scribed under this title or the amendments made by this title 
shall— 
(A) be prescribed in final form before the end of the 
18-month period beginning on the designated transfer date; 
and 
(B) take effect not later than 12 months after the 
date of issuance of the regulations in final form. 
(2) EFFECTIVE DATE ESTABLISHED BY RULE.—Except as pro-
vided in paragraph (3), a section, or provision thereof, of this 
title shall take effect on the date on which the final regulations 
implementing such section, or provision, take effect. 
(3) EFFECTIVE DATE.—A section of this title for which regu-
lations have not been issued on the date that is 18 months 
after the designated transfer date shall take effect on such 
date. 
15 USC 1601 
note. 
12 USC 5481 
note. 
15 USC 1601 
note. 
Mortgage Reform 
and Anti- 
Predatory 
Lending Act. 
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124 STAT. 2137 
PUBLIC LAW 111–203—JULY 21, 2010 
Subtitle A—Residential Mortgage Loan 
Origination Standards 
SEC. 1401. DEFINITIONS. 
Section 103 of the Truth in Lending Act (15 U.S.C. 1602) 
is amended by adding at the end the following new subsection: 
‘‘(cc) DEFINITIONS RELATING TO MORTGAGE ORIGINATION AND 
RESIDENTIAL MORTGAGE LOANS.— 
‘‘(1) COMMISSION.—Unless otherwise specified, the term 
‘Commission’ means the Federal Trade Commission. 
‘‘(2) MORTGAGE
ORIGINATOR.—The term ‘mortgage origi-
nator’— 
‘‘(A) means any person who, for direct or indirect com-
pensation or gain, or in the expectation of direct or indirect 
compensation or gain— 
‘‘(i) takes a residential mortgage loan application; 
‘‘(ii) assists a consumer in obtaining or applying 
to obtain a residential mortgage loan; or 
‘‘(iii) offers or negotiates terms of a residential 
mortgage loan; 
‘‘(B) includes any person who represents to the public, 
through advertising or other means of communicating or 
providing information (including the use of business cards, 
stationery, brochures, signs, rate lists, or other promotional 
items), that such person can or will provide any of the 
services or perform any of the activities described in 
subparagraph (A); 
‘‘(C) does not include any person who is (i) not other-
wise described in subparagraph (A) or (B) and who performs 
purely administrative or clerical tasks on behalf of a person 
who is described in any such subparagraph, or (ii) an 
employee of a retailer of manufactured homes who is not 
described in clause (i) or (iii) of subparagraph (A) and 
who does not advise a consumer on loan terms (including 
rates, fees, and other costs); 
‘‘(D) does not include a person or entity that only 
performs real estate brokerage activities and is licensed 
or registered in accordance with applicable State law, 
unless such person or entity is compensated by a lender, 
a mortgage broker, or other mortgage originator or by 
any agent of such lender, mortgage broker, or other mort-
gage originator; 
‘‘(E) does not include, with respect to a residential 
mortgage loan, a person, estate, or trust that provides 
mortgage financing for the sale of 3 properties in any 
12-month period to purchasers of such properties, each 
of which is owned by such person, estate, or trust and 
serves as security for the loan, provided that such loan— 
‘‘(i) is not made by a person, estate, or trust that 
has constructed, or acted as a contractor for the 
construction of, a residence on the property in the 
ordinary course of business of such person, estate, or 
trust; 
‘‘(ii) is fully amortizing; 
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124 STAT. 2138 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(iii) is with respect to a sale for which the seller 
determines in good faith and documents that the buyer 
has a reasonable ability to repay the loan; 
‘‘(iv) has a fixed rate or an adjustable rate that 
is adjustable after 5 or more years, subject to reason-
able annual and lifetime limitations on interest rate 
increases; and 
‘‘(v) meets any other criteria the Board may pre-
scribe; 
‘‘(F) does not include the creditor (except the creditor 
in a table-funded transaction) under paragraph (1), (2), 
or (4) of section 129B(c); and 
‘‘(G) does not include a servicer or servicer employees, 
agents and contractors, including but not limited to those 
who offer or negotiate terms of a residential mortgage 
loan for purposes of renegotiating, modifying, replacing 
and subordinating principal of existing mortgages where 
borrowers are behind in their payments, in default or have 
a reasonable likelihood of being in default or falling behind. 
‘‘(3) NATIONWIDE MORTGAGE LICENSING SYSTEM AND REG-
ISTRY.—The term ‘Nationwide Mortgage Licensing System and 
Registry’ has the same meaning as in the Secure and Fair 
Enforcement for Mortgage Licensing Act of 2008. 
‘‘(4) OTHER
DEFINITIONS
RELATING
TO
MORTGAGE
ORIGI-
NATOR.—For purposes of this subsection, a person ‘assists a 
consumer in obtaining or applying to obtain a residential mort-
gage loan’ by, among other things, advising on residential mort-
gage loan terms (including rates, fees, and other costs), pre-
paring residential mortgage loan packages, or collecting 
information on behalf of the consumer with regard to a residen-
tial mortgage loan. 
‘‘(5) RESIDENTIAL MORTGAGE LOAN.—The term ‘residential 
mortgage loan’ means any consumer credit transaction that 
is secured by a mortgage, deed of trust, or other equivalent 
consensual security interest on a dwelling or on residential 
real property that includes a dwelling, other than a consumer 
credit transaction under an open end credit plan or, for pur-
poses of sections 129B and 129C and section 128(a) (16), (17), 
(18), and (19), and sections 128(f) and 130(k), and any regula-
tions promulgated thereunder, an extension of credit relating 
to a plan described in section 101(53D) of title 11, United 
States Code. 
‘‘(6) SECRETARY.—The term ‘Secretary’, when used in 
connection with any transaction or person involved with a 
residential mortgage loan, means the Secretary of Housing 
and Urban Development. 
‘‘(7) SERVICER.—The term ‘servicer’ has the same meaning 
as in section 6(i)(2) of the Real Estate Settlement Procedures 
Act of 1974 (12 U.S.C. 2605(i)(2)).’’. 
SEC. 1402. RESIDENTIAL MORTGAGE LOAN ORIGINATION. 
(a) IN GENERAL.—Chapter 2 of the Truth in Lending Act (15 
U.S.C. 1631 et seq.) is amended— 
(1) by redesignating the 2nd of the 2 sections designated 
as section 129 (15 U.S.C. 1639a) (relating to duty of servicers 
of residential mortgages) as section 129A; and 
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124 STAT. 2139 
PUBLIC LAW 111–203—JULY 21, 2010 
(2) by inserting after section 129A (as so redesignated) 
the following new section: 
‘‘§ 129B. Residential mortgage loan origination 
‘‘(a) FINDING AND PURPOSE.— 
‘‘(1) FINDING.—The Congress finds that economic stabiliza-
tion would be enhanced by the protection, limitation, and regu-
lation of the terms of residential mortgage credit and the prac-
tices related to such credit, while ensuring that responsible, 
affordable mortgage credit remains available to consumers. 
‘‘(2) PURPOSE.—It is the purpose of this section and section 
129C to assure that consumers are offered and receive residen-
tial mortgage loans on terms that reasonably reflect their ability 
to repay the loans and that are understandable and not unfair, 
deceptive or abusive. 
‘‘(b) DUTY OF CARE.— 
‘‘(1) STANDARD.—Subject to regulations prescribed under 
this subsection, each mortgage originator shall, in addition 
to the duties imposed by otherwise applicable provisions of 
State or Federal law— 
‘‘(A) be qualified and, when required, registered and 
licensed as a mortgage originator in accordance with 
applicable State or Federal law, including the Secure and 
Fair Enforcement for Mortgage Licensing Act of 2008; and 
‘‘(B) include on all loan documents any unique identi-
fier of the mortgage originator provided by the Nationwide 
Mortgage Licensing System and Registry. 
‘‘(2) COMPLIANCE PROCEDURES REQUIRED.—The Board shall 
prescribe regulations requiring depository institutions to estab-
lish and maintain procedures reasonably designed to assure 
and monitor the compliance of such depository institutions, 
the subsidiaries of such institutions, and the employees of 
such institutions or subsidiaries with the requirements of this 
section and the registration procedures established under sec-
tion 1507 of the Secure and Fair Enforcement for Mortgage 
Licensing Act of 2008.’’. 
(b) CLERICAL AMENDMENT.—The table of sections for chapter 
2 of the Truth in Lending Act is amended by inserting after the 
item relating to section 129 the following new items: 
‘‘129A. Fiduciary duty of servicers of pooled residential mortgages. 
‘‘129B. Residential mortgage loan origination.’’. 
SEC. 1403. PROHIBITION ON STEERING INCENTIVES. 
Section 129B of the Truth in Lending Act (as added by section 
1402(a)) is amended by inserting after subsection (b) the following 
new subsection: 
‘‘(c) PROHIBITION ON STEERING INCENTIVES.— 
‘‘(1) IN GENERAL.—For any residential mortgage loan, no 
mortgage originator shall receive from any person and no per-
son shall pay to a mortgage originator, directly or indirectly, 
compensation that varies based on the terms of the loan (other 
than the amount of the principal). 
‘‘(2) RESTRUCTURING OF FINANCING ORIGINATION FEE.— 
‘‘(A) IN GENERAL.—For any mortgage loan, a mortgage 
originator may not receive from any person other than 
the consumer and no person, other than the consumer, 
who knows or has reason to know that a consumer has 
Regulations. 
15 USC 1639b. 
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124 STAT. 2140 
PUBLIC LAW 111–203—JULY 21, 2010 
directly compensated or will directly compensate a mort-
gage originator may pay a mortgage originator any origina-
tion fee or charge except bona fide third party charges 
not retained by the creditor, mortgage originator, or an 
affiliate of the creditor or mortgage originator . 
‘‘(B) EXCEPTION.—Notwithstanding subparagraph (A), 
a mortgage originator may receive from a person other 
than the consumer an origination fee or charge, and a 
person other than the consumer may pay a mortgage origi-
nator an origination fee or charge, if— 
‘‘(i) the mortgage originator does not receive any 
compensation directly from the consumer; and 
‘‘(ii) the consumer does not make an upfront pay-
ment of discount points, origination points, or fees, 
however denominated (other than bona fide third party 
charges not retained by the mortgage originator, cred-
itor, or an affiliate of the creditor or originator), except 
that the Board may, by rule, waive or provide exemp-
tions to this clause if the Board determines that such 
waiver or exemption is in the interest of consumers 
and in the public interest. 
‘‘(3) REGULATIONS.—The Board shall prescribe regulations 
to prohibit— 
‘‘(A) mortgage originators from steering any consumer 
to a residential mortgage loan that— 
‘‘(i) the consumer lacks a reasonable ability to 
repay (in accordance with regulations prescribed under 
section 129C(a)); or 
‘‘(ii) has predatory characteristics or effects (such 
as equity stripping, excessive fees, or abusive terms); 
‘‘(B) mortgage originators from steering any consumer 
from a residential mortgage loan for which the consumer 
is qualified that is a qualified mortgage (as defined in 
section 129C(b)(2)) to a residential mortgage loan that is 
not a qualified mortgage; 
‘‘(C) abusive or unfair lending practices that promote 
disparities among consumers of equal credit worthiness 
but of different race, ethnicity, gender, or age; and 
‘‘(D) mortgage originators from— 
‘‘(i) mischaracterizing the credit history of a con-
sumer or the residential mortgage loans available to 
a consumer; 
‘‘(ii) 
mischaracterizing 
or 
suborning 
the 
mischaracterization of the appraised value of the prop-
erty securing the extension of credit; or 
‘‘(iii) if unable to suggest, offer, or recommend to 
a consumer a loan that is not more expensive than 
a loan for which the consumer qualifies, discouraging 
a consumer from seeking a residential mortgage loan 
secured by a consumer’s principal dwelling from 
another mortgage originator. 
‘‘(4) RULES OF CONSTRUCTION.—No provision of this sub-
section shall be construed as— 
‘‘(A) permitting any yield spread premium or other 
similar compensation that would, for any residential mort-
gage loan, permit the total amount of direct and indirect 
compensation from all sources permitted to a mortgage 
Waiver authority. 
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124 STAT. 2141 
PUBLIC LAW 111–203—JULY 21, 2010 
originator to vary based on the terms of the loan (other 
than the amount of the principal); 
‘‘(B) limiting or affecting the amount of compensation 
received by a creditor upon the sale of a consummated 
loan to a subsequent purchaser; 
‘‘(C) restricting a consumer’s ability to finance, at the 
option of the consumer, including through principal or rate, 
any origination fees or costs permitted under this sub-
section, or the mortgage originator’s right to receive such 
fees or costs (including compensation) from any person, 
subject to paragraph (2)(B), so long as such fees or costs 
do not vary based on the terms of the loan (other than 
the amount of the principal) or the consumer’s decision 
about whether to finance such fees or costs; or 
‘‘(D) prohibiting incentive payments to a mortgage 
originator based on the number of residential mortgage 
loans originated within a specified period of time.’’. 
SEC. 1404. LIABILITY. 
Section 129B of the Truth in Lending Act is amended by 
inserting after subsection (c) (as added by section 1403) the fol-
lowing new subsection: 
‘‘(d) LIABILITY FOR VIOLATIONS.— 
‘‘(1) IN GENERAL.—For purposes of providing a cause of 
action for any failure by a mortgage originator, other than 
a creditor, to comply with any requirement imposed under 
this section and any regulation prescribed under this section, 
section 130 shall be applied with respect to any such failure 
by substituting ‘mortgage originator’ for ‘creditor’ each place 
such term appears in each such subsection. 
‘‘(2) MAXIMUM.—The maximum amount of any liability of 
a mortgage originator under paragraph (1) to a consumer for 
any violation of this section shall not exceed the greater of 
actual damages or an amount equal to 3 times the total amount 
of direct and indirect compensation or gain accruing to the 
mortgage originator in connection with the residential mortgage 
loan involved in the violation, plus the costs to the consumer 
of the action, including a reasonable attorney’s fee.’’. 
SEC. 1405. REGULATIONS. 
(a) DISCRETIONARY REGULATORY AUTHORITY.—Section 129B of 
the Truth in Lending Act is amended by inserting after subsection 
(d) (as added by section 1404) the following new subsection: 
‘‘(e) DISCRETIONARY REGULATORY AUTHORITY.— 
‘‘(1) IN GENERAL.—The Board shall, by regulations, prohibit 
or condition terms, acts or practices relating to residential 
mortgage loans that the Board finds to be abusive, unfair, 
deceptive, predatory, necessary or proper to ensure that respon-
sible, affordable mortgage credit remains available to con-
sumers in a manner consistent with the purposes of this section 
and section 129C, necessary or proper to effectuate the purposes 
of this section and section 129C, to prevent circumvention or 
evasion thereof, or to facilitate compliance with such sections, 
or are not in the interest of the borrower. 
‘‘(2) APPLICATION.—The regulations prescribed under para-
graph (1) shall be applicable to all residential mortgage loans 
and shall be applied in the same manner as regulations pre-
scribed under section 105. 
Applicability. 
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124 STAT. 2142 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(f) Section 129B and any regulations promulgated thereunder 
do not apply to an extension of credit relating to a plan described 
in section 101(53D) of title 11, United States Code.’’. 
(b) DISCLOSURES.—Notwithstanding any other provision of this 
title, in order to improve consumer awareness and understanding 
of transactions involving residential mortgage loans through the 
use of disclosures, the Board may, by rule, exempt from or modify 
disclosure requirements, in whole or in part, for any class of residen-
tial mortgage loans if the Board determines that such exemption 
or modification is in the interest of consumers and in the public 
interest. 
SEC. 1406. STUDY OF SHARED APPRECIATION MORTGAGES. 
(a) STUDY.—The Secretary of Housing and Urban Development, 
in consultation with the Secretary of the Treasury and other rel-
evant agencies, shall conduct a comprehensive study to determine 
prudent statutory and regulatory requirements sufficient to provide 
for the widespread use of shared appreciation mortgages to 
strengthen local housing markets, provide new opportunities for 
affordable homeownership, and enable homeowners at risk of fore-
closure to refinance or modify their mortgages. 
(b) REPORT.—Not later than the expiration of the 6-month 
period beginning on the date of the enactment of this Act, the 
Secretary of Housing and Urban Development shall submit a report 
to the Congress on the results of the study, which shall include 
recommendations for the regulatory and legislative requirements 
referred to in subsection (a). 
Subtitle B—Minimum Standards For 
Mortgages 
SEC. 1411. ABILITY TO REPAY. 
(a) IN GENERAL.— 
(1) RULE OF CONSTRUCTION.—No regulation, order, or guid-
ance issued by the Bureau under this title shall be construed 
as requiring a depository institution to apply mortgage under-
writing standards that do not meet the minimum underwriting 
standards required by the appropriate prudential regulator of 
the depository institution. 
(2) AMENDMENT TO TRUTH IN LENDING ACT.—Chapter 2 
of the Truth in Lending Act (15 U.S.C. 1631 et seq.) is amended 
by inserting after section 129B (as added by section 1402(a)) 
the following new section: 
‘‘§ 129C. Minimum standards for residential mortgage loans 
‘‘(a) ABILITY TO REPAY.— 
‘‘(1) IN
GENERAL.—In accordance with regulations pre-
scribed by the Board, no creditor may make a residential mort-
gage loan unless the creditor makes a reasonable and good 
faith determination based on verified and documented informa-
tion that, at the time the loan is consummated, the consumer 
has a reasonable ability to repay the loan, according to its 
terms, and all applicable taxes, insurance (including mortgage 
guarantee insurance), and assessments. 
‘‘(2) MULTIPLE LOANS.—If the creditor knows, or has reason 
to know, that 1 or more residential mortgage loans secured 
15 USC 1639c. 
15 USC 1639c 
note. 
15 USC 1601 
note. 
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124 STAT. 2143 
PUBLIC LAW 111–203—JULY 21, 2010 
by the same dwelling will be made to the same consumer, 
the creditor shall make a reasonable and good faith determina-
tion, based on verified and documented information, that the 
consumer has a reasonable ability to repay the combined pay-
ments of all loans on the same dwelling according to the terms 
of those loans and all applicable taxes, insurance (including 
mortgage guarantee insurance), and assessments. 
‘‘(3) BASIS
FOR
DETERMINATION.—A determination under 
this subsection of a consumer’s ability to repay a residential 
mortgage loan shall include consideration of the consumer’s 
credit history, current income, expected income the consumer 
is reasonably assured of receiving, current obligations, debt- 
to-income ratio or the residual income the consumer will have 
after paying non-mortgage debt and mortgage-related obliga-
tions, employment status, and other financial resources other 
than the consumer’s equity in the dwelling or real property 
that secures repayment of the loan. A creditor shall determine 
the ability of the consumer to repay using a payment schedule 
that fully amortizes the loan over the term of the loan. 
‘‘(4) INCOME VERIFICATION.—A creditor making a residential 
mortgage loan shall verify amounts of income or assets that 
such creditor relies on to determine repayment ability, including 
expected income or assets, by reviewing the consumer’s Internal 
Revenue Service Form W–2, tax returns, payroll receipts, finan-
cial institution records, or other third-party documents that 
provide reasonably reliable evidence of the consumer’s income 
or assets. In order to safeguard against fraudulent reporting, 
any consideration of a consumer’s income history in making 
a determination under this subsection shall include the 
verification of such income by the use of— 
‘‘(A) Internal Revenue Service transcripts of tax 
returns; or 
‘‘(B) a method that quickly and effectively verifies 
income documentation by a third party subject to rules 
prescribed by the Board. 
‘‘(5) EXEMPTION.—With respect to loans made, guaranteed, 
or insured by Federal departments or agencies identified in 
subsection (b)(3)(B)(ii), such departments or agencies may 
exempt refinancings under a streamlined refinancing from this 
income verification requirement as long as the following condi-
tions are met: 
‘‘(A) The consumer is not 30 days or more past due 
on the prior existing residential mortgage loan. 
‘‘(B) The refinancing does not increase the principal 
balance outstanding on the prior existing residential mort-
gage loan, except to the extent of fees and charges allowed 
by the department or agency making, guaranteeing, or 
insuring the refinancing. 
‘‘(C) Total points and fees (as defined in section 
103(aa)(4), other than bona fide third party charges not 
retained by the mortgage originator, creditor, or an affiliate 
of the creditor or mortgage originator) payable in connec-
tion with the refinancing do not exceed 3 percent of the 
total new loan amount. 
‘‘(D) The interest rate on the refinanced loan is lower 
than the interest rate of the original loan, unless the bor-
rower is refinancing from an adjustable rate to a fixed- 
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124 STAT. 2144 
PUBLIC LAW 111–203—JULY 21, 2010 
rate loan, under guidelines that the department or agency 
shall establish for loans they make, guarantee, or issue. 
‘‘(E) The refinancing is subject to a payment schedule 
that will fully amortize the refinancing in accordance with 
the regulations prescribed by the department or agency 
making, guaranteeing, or insuring the refinancing. 
‘‘(F) The terms of the refinancing do not result in 
a balloon payment, as defined in subsection (b)(2)(A)(ii). 
‘‘(G) Both the residential mortgage loan being 
refinanced and the refinancing satisfy all requirements 
of the department or agency making, guaranteeing, or 
insuring the refinancing. 
‘‘(6) NONSTANDARD LOANS.— 
‘‘(A) VARIABLE
RATE
LOANS
THAT
DEFER
REPAYMENT 
OF ANY PRINCIPAL OR INTEREST.—For purposes of deter-
mining, under this subsection, a consumer’s ability to repay 
a variable rate residential mortgage loan that allows or 
requires the consumer to defer the repayment of any prin-
cipal or interest, the creditor shall use a fully amortizing 
repayment schedule. 
‘‘(B) INTEREST-ONLY
LOANS.—For purposes of deter-
mining, under this subsection, a consumer’s ability to repay 
a residential mortgage loan that permits or requires the 
payment of interest only, the creditor shall use the payment 
amount required to amortize the loan by its final maturity. 
‘‘(C) CALCULATION
FOR
NEGATIVE
AMORTIZATION.—In 
making any determination under this subsection, a creditor 
shall also take into consideration any balance increase 
that may accrue from any negative amortization provision. 
‘‘(D) CALCULATION PROCESS.—For purposes of making 
any determination under this subsection, a creditor shall 
calculate the monthly payment amount for principal and 
interest on any residential mortgage loan by assuming— 
‘‘(i) the loan proceeds are fully disbursed on the 
date of the consummation of the loan; 
‘‘(ii) the loan is to be repaid in substantially equal 
monthly amortizing payments for principal and 
interest over the entire term of the loan with no balloon 
payment, unless the loan contract requires more rapid 
repayment (including balloon payment), in which case 
the calculation shall be made (I) in accordance with 
regulations prescribed by the Board, with respect to 
any loan which has an annual percentage rate that 
does not exceed the average prime offer rate for a 
comparable transaction, as of the date the interest 
rate is set, by 1.5 or more percentage points for a 
first lien residential mortgage loan; and by 3.5 or more 
percentage points for a subordinate lien residential 
mortgage loan; or (II) using the contract’s repayment 
schedule, with respect to a loan which has an annual 
percentage rate, as of the date the interest rate is 
set, that is at least 1.5 percentage points above the 
average prime offer rate for a first lien residential 
mortgage loan; and 3.5 percentage points above the 
average prime offer rate for a subordinate lien residen-
tial mortgage loan; and 
Regulations. 
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124 STAT. 2145 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(iii) the interest rate over the entire term of the 
loan is a fixed rate equal to the fully indexed rate 
at the time of the loan closing, without considering 
the introductory rate. 
‘‘(E) REFINANCE
OF
HYBRID
LOANS
WITH
CURRENT 
LENDER.—In considering any application for refinancing 
an existing hybrid loan by the creditor into a standard 
loan to be made by the same creditor in any case in 
which there would be a reduction in monthly payment 
and the mortgagor has not been delinquent on any payment 
on the existing hybrid loan, the creditor may— 
‘‘(i) consider the mortgagor’s good standing on the 
existing mortgage; 
‘‘(ii) consider if the extension of new credit would 
prevent a likely default should the original mortgage 
reset and give such concerns a higher priority as an 
acceptable underwriting practice; and 
‘‘(iii) offer rate discounts and other favorable terms 
to such mortgagor that would be available to new 
customers with high credit ratings based on such 
underwriting practice. 
‘‘(7) FULLY-INDEXED RATE DEFINED.—For purposes of this 
subsection, the term ‘fully indexed rate’ means the index rate 
prevailing on a residential mortgage loan at the time the loan 
is made plus the margin that will apply after the expiration 
of any introductory interest rates. 
‘‘(8) REVERSE MORTGAGES AND BRIDGE LOANS.—This sub-
section shall not apply with respect to any reverse mortgage 
or temporary or bridge loan with a term of 12 months or 
less, including to any loan to purchase a new dwelling where 
the consumer plans to sell a different dwelling within 12 
months. 
‘‘(9) SEASONAL INCOME.—If documented income, including 
income from a small business, is a repayment source for a 
residential mortgage loan, a creditor may consider the 
seasonality and irregularity of such income in the underwriting 
of and scheduling of payments for such credit.’’. 
(b) CLERICAL AMENDMENT.—The table of sections for chapter 
2 of the Truth in Lending Act is amended by inserting after the 
item relating to section 129B (as added by section 1402(b)) the 
following new item: 
‘‘129C. Minimum standards for residential mortgage loans.’’. 
SEC. 1412. SAFE HARBOR AND REBUTTABLE PRESUMPTION. 
Section 129C of the Truth in Lending Act is amended by 
inserting after subsection (a) (as added by section 1411) the fol-
lowing new subsection: 
‘‘(b) PRESUMPTION OF ABILITY TO REPAY.— 
‘‘(1) IN GENERAL.—Any creditor with respect to any residen-
tial mortgage loan, and any assignee of such loan subject to 
liability under this title, may presume that the loan has met 
the requirements of subsection (a), if the loan is a qualified 
mortgage. 
‘‘(2) DEFINITIONS.—For purposes of this subsection, the fol-
lowing definitions shall apply: 
‘‘(A) QUALIFIED MORTGAGE.—The term ‘qualified mort-
gage’ means any residential mortgage loan— 
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124 STAT. 2146 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(i) for which the regular periodic payments for 
the loan may not— 
‘‘(I) result in an increase of the principal bal-
ance; or 
‘‘(II) except as provided in subparagraph (E), 
allow the consumer to defer repayment of prin-
cipal; 
‘‘(ii) except as provided in subparagraph (E), the 
terms of which do not result in a balloon payment, 
where a ‘balloon payment’ is a scheduled payment 
that is more than twice as large as the average of 
earlier scheduled payments; 
‘‘(iii) for which the income and financial resources 
relied upon to qualify the obligors on the loan are 
verified and documented; 
‘‘(iv) in the case of a fixed rate loan, for which 
the underwriting process is based on a payment 
schedule that fully amortizes the loan over the loan 
term and takes into account all applicable taxes, insur-
ance, and assessments; 
‘‘(v) in the case of an adjustable rate loan, for 
which the underwriting is based on the maximum rate 
permitted under the loan during the first 5 years, 
and a payment schedule that fully amortizes the loan 
over the loan term and takes into account all applicable 
taxes, insurance, and assessments; 
‘‘(vi) that complies with any guidelines or regula-
tions established by the Board relating to ratios of 
total monthly debt to monthly income or alternative 
measures of ability to pay regular expenses after pay-
ment of total monthly debt, taking into account the 
income levels of the borrower and such other factors 
as the Board may determine relevant and consistent 
with the purposes described in paragraph (3)(B)(i); 
‘‘(vii) for which the total points and fees (as defined 
in subparagraph (C)) payable in connection with the 
loan do not exceed 3 percent of the total loan amount; 
‘‘(viii) for which the term of the loan does not 
exceed 30 years, except as such term may be extended 
under paragraph (3), such as in high-cost areas; and 
‘‘(ix) in the case of a reverse mortgage (except 
for the purposes of subsection (a) of section 129C, 
to the extent that such mortgages are exempt 
altogether from those requirements), a reverse mort-
gage which meets the standards for a qualified mort-
gage, as set by the Board in rules that are consistent 
with the purposes of this subsection. 
‘‘(B) AVERAGE PRIME OFFER RATE.—The term ‘average 
prime offer rate’ means the average prime offer rate for 
a comparable transaction as of the date on which the 
interest rate for the transaction is set, as published by 
the Board.. 
‘‘(C) POINTS AND FEES.— 
‘‘(i) IN GENERAL.—For purposes of subparagraph 
(A), the term ‘points and fees’ means points and fees 
as defined by section 103(aa)(4) (other than bona fide 
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124 STAT. 2147 
PUBLIC LAW 111–203—JULY 21, 2010 
third party charges not retained by the mortgage origi-
nator, creditor, or an affiliate of the creditor or mort-
gage originator). 
‘‘(ii) COMPUTATION.—For purposes of computing 
the total points and fees under this subparagraph, 
the total points and fees shall exclude either of the 
amounts described in the following subclauses, but not 
both: 
‘‘(I) Up to and including 2 bona fide discount 
points payable by the consumer in connection with 
the mortgage, but only if the interest rate from 
which the mortgage’s interest rate will be dis-
counted does not exceed by more than 1 percentage 
point the average prime offer rate. 
‘‘(II) Unless 2 bona fide discount points have 
been excluded under subclause (I), up to and 
including 1 bona fide discount point payable by 
the consumer in connection with the mortgage, 
but only if the interest rate from which the mort-
gage’s interest rate will be discounted does not 
exceed by more than 2 percentage points the aver-
age prime offer rate. 
‘‘(iii) BONA FIDE DISCOUNT POINTS DEFINED.—For 
purposes of clause (ii), the term ‘bona fide discount 
points’ means loan discount points which are knowingly 
paid by the consumer for the purpose of reducing, 
and which in fact result in a bona fide reduction of, 
the interest rate or time-price differential applicable 
to the mortgage. 
‘‘(iv) INTEREST
RATE
REDUCTION.—Subclauses (I) 
and (II) of clause (ii) shall not apply to discount points 
used to purchase an interest rate reduction unless 
the amount of the interest rate reduction purchased 
is reasonably consistent with established industry 
norms and practices for secondary mortgage market 
transactions. 
‘‘(D) SMALLER LOANS.—The Board shall prescribe rules 
adjusting the criteria under subparagraph (A)(vii) in order 
to permit lenders that extend smaller loans to meet the 
requirements of the presumption of compliance under para-
graph (1). In prescribing such rules, the Board shall con-
sider the potential impact of such rules on rural areas 
and other areas where home values are lower. 
‘‘(E) BALLOON LOANS.—The Board may, by regulation, 
provide that the term ‘qualified mortgage’ includes a bal-
loon loan— 
‘‘(i) that meets all of the criteria for a qualified 
mortgage under subparagraph (A) (except clauses 
(i)(II), (ii), (iv), and (v) of such subparagraph); 
‘‘(ii) for which the creditor makes a determination 
that the consumer is able to make all scheduled pay-
ments, except the balloon payment, out of income or 
assets other than the collateral; 
‘‘(iii) for which the underwriting is based on a 
payment schedule that fully amortizes the loan over 
a period of not more than 30 years and takes into 
Urban and rural 
areas. 
Regulations. 
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124 STAT. 2148 
PUBLIC LAW 111–203—JULY 21, 2010 
account all applicable taxes, insurance, and assess-
ments; and 
‘‘(iv) that is extended by a creditor that— 
‘‘(I) operates predominantly in rural or under-
served areas; 
‘‘(II) together with all affiliates, has total 
annual residential mortgage loan originations that 
do not exceed a limit set by the Board; 
‘‘(III) retains the balloon loans in portfolio; 
and 
‘‘(IV) meets any asset size threshold and any 
other criteria as the Board may establish, con-
sistent with the purposes of this subtitle. 
‘‘(3) REGULATIONS.— 
‘‘(A) IN GENERAL.—The Board shall prescribe regula-
tions to carry out the purposes of this subsection. 
‘‘(B) REVISION OF SAFE HARBOR CRITERIA.— 
‘‘(i) IN GENERAL.—The Board may prescribe regula-
tions that revise, add to, or subtract from the criteria 
that define a qualified mortgage upon a finding that 
such regulations are necessary or proper to ensure 
that responsible, affordable mortgage credit remains 
available to consumers in a manner consistent with 
the purposes of this section, necessary and appropriate 
to effectuate the purposes of this section and section 
129B, to prevent circumvention or evasion thereof, or 
to facilitate compliance with such sections. 
‘‘(ii) LOAN
DEFINITION.—The following agencies 
shall, in consultation with the Board, prescribe rules 
defining the types of loans they insure, guarantee, 
or administer, as the case may be, that are qualified 
mortgages for purposes of paragraph (2)(A), and such 
rules may revise, add to, or subtract from the criteria 
used to define a qualified mortgage under paragraph 
(2)(A), upon a finding that such rules are consistent 
with the purposes of this section and section 129B, 
to prevent circumvention or evasion thereof, or to facili-
tate compliance with such sections: 
‘‘(I) The Department of Housing and Urban 
Development, with regard to mortgages insured 
under the National Housing Act (12 U.S.C. 1707 
et seq.). 
‘‘(II) The Department of Veterans Affairs, with 
regard to a loan made or guaranteed by the Sec-
retary of Veterans Affairs. 
‘‘(III) The Department of Agriculture, with 
regard loans guaranteed by the Secretary of Agri-
culture pursuant to 42 U.S.C. 1472(h). 
‘‘(IV) The Rural Housing Service, with regard 
to loans insured by the Rural Housing Service.’’. 
SEC. 1413. DEFENSE TO FORECLOSURE. 
Section 130 of the Truth in Lending Act (15 U.S.C. 1640) 
is amended by adding at the end the following new subsection: 
‘‘(k) DEFENSE TO FORECLOSURE.— 
‘‘(1) IN GENERAL.—Notwithstanding any other provision of 
law, when a creditor, assignee, or other holder of a residential 
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124 STAT. 2149 
PUBLIC LAW 111–203—JULY 21, 2010 
mortgage loan or anyone acting on behalf of such creditor, 
assignee, or holder, initiates a judicial or nonjudicial foreclosure 
of the residential mortgage loan, or any other action to collect 
the debt in connection with such loan, a consumer may assert 
a violation by a creditor of paragraph (1) or (2) of section 
129B(c), or of section 129C(a), as a matter of defense by 
recoupment or set off without regard for the time limit on 
a private action for damages under subsection (e). 
‘‘(2) AMOUNT OF RECOUPMENT OR SETOFF.— 
‘‘(A) IN GENERAL.—The amount of recoupment or set- 
off under paragraph (1) shall equal the amount to which 
the consumer would be entitled under subsection (a) for 
damages for a valid claim brought in an original action 
against the creditor, plus the costs to the consumer of 
the action, including a reasonable attorney’s fee. 
‘‘(B) SPECIAL RULE.—Where such judgment is rendered 
after the expiration of the applicable time limit on a private 
action for damages under subsection (e), the amount of 
recoupment or set-off under paragraph (1) derived from 
damages under subsection (a)(4) shall not exceed the 
amount to which the consumer would have been entitled 
under subsection (a)(4) for damages computed up to the 
day preceding the expiration of the applicable time limit.’’. 
SEC. 1414. ADDITIONAL STANDARDS AND REQUIREMENTS. 
(a) IN GENERAL.—Section 129C of the Truth in Lending Act 
is amended by inserting after subsection (b) (as added by this 
title) the following new subsections: 
‘‘(c) PROHIBITION ON CERTAIN PREPAYMENT PENALTIES.— 
‘‘(1) PROHIBITED ON CERTAIN LOANS.— 
‘‘(A) IN GENERAL.—A residential mortgage loan that 
is not a ‘qualified mortgage’, as defined under subsection 
(b)(2), may not contain terms under which a consumer 
must pay a prepayment penalty for paying all or part 
of the principal after the loan is consummated. 
‘‘(B) EXCLUSIONS.—For purposes of this subsection, a 
‘qualified mortgage’ may not include a residential mortgage 
loan that— 
‘‘(i) has an adjustable rate; or 
‘‘(ii) has an annual percentage rate that exceeds 
the average prime offer rate for a comparable trans-
action, as of the date the interest rate is set— 
‘‘(I) by 1.5 or more percentage points, in the 
case of a first lien residential mortgage loan having 
a original principal obligation amount that is equal 
to or less than the amount of the maximum limita-
tion on the original principal obligation of mort-
gage in effect for a residence of the applicable 
size, as of the date of such interest rate set, pursu-
ant to the 6th sentence of section 305(a)(2) the 
Federal Home Loan Mortgage Corporation Act (12 
U.S.C. 1454(a)(2)); 
‘‘(II) by 2.5 or more percentage points, in the 
case of a first lien residential mortgage loan having 
a original principal obligation amount that is more 
than the amount of the maximum limitation on 
the original principal obligation of mortgage in 
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124 STAT. 2150 
PUBLIC LAW 111–203—JULY 21, 2010 
effect for a residence of the applicable size, as 
of the date of such interest rate set, pursuant 
to the 6th sentence of section 305(a)(2) the Federal 
Home Loan Mortgage Corporation Act (12 U.S.C. 
1454(a)(2)); and 
‘‘(III) by 3.5 or more percentage points, in the 
case of a subordinate lien residential mortgage 
loan. 
‘‘(2) PUBLICATION OF AVERAGE PRIME OFFER RATE AND APR 
THRESHOLDS.—The Board— 
‘‘(A) shall publish, and update at least weekly, average 
prime offer rates; 
‘‘(B) may publish multiple rates based on varying types 
of mortgage transactions; and 
‘‘(C) shall adjust the thresholds established under sub-
clause (I), (II), and (III) of paragraph (1)(B)(ii) as necessary 
to reflect significant changes in market conditions and 
to effectuate the purposes of the Mortgage Reform and 
Anti-Predatory Lending Act. 
‘‘(3) PHASED-OUT PENALTIES ON QUALIFIED MORTGAGES.— 
A qualified mortgage (as defined in subsection (b)(2)) may not 
contain terms under which a consumer must pay a prepayment 
penalty for paying all or part of the principal after the loan 
is consummated in excess of the following limitations: 
‘‘(A) During the 1-year period beginning on the date 
the loan is consummated, the prepayment penalty shall 
not exceed an amount equal to 3 percent of the outstanding 
balance on the loan. 
‘‘(B) During the 1-year period beginning after the 
period described in subparagraph (A), the prepayment pen-
alty shall not exceed an amount equal to 2 percent of 
the outstanding balance on the loan. 
‘‘(C) During the 1-year period beginning after the 1- 
year period described in subparagraph (B), the prepayment 
penalty shall not exceed an amount equal to 1 percent 
of the outstanding balance on the loan. 
‘‘(D) After the end of the 3-year period beginning on 
the date the loan is consummated, no prepayment penalty 
may be imposed on a qualified mortgage. 
‘‘(4) OPTION FOR NO PREPAYMENT PENALTY REQUIRED.—A 
creditor may not offer a consumer a residential mortgage loan 
product that has a prepayment penalty for paying all or part 
of the principal after the loan is consummated as a term of 
the loan without offering the consumer a residential mortgage 
loan product that does not have a prepayment penalty as a 
term of the loan. 
‘‘(d) SINGLE PREMIUM CREDIT INSURANCE PROHIBITED.—No 
creditor may finance, directly or indirectly, in connection with any 
residential mortgage loan or with any extension of credit under 
an open end consumer credit plan secured by the principal dwelling 
of the consumer, any credit life, credit disability, credit unemploy-
ment, or credit property insurance, or any other accident, loss- 
of-income, life, or health insurance, or any payments directly or 
indirectly for any debt cancellation or suspension agreement or 
contract, except that— 
Time periods. 
Deadline. 
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124 STAT. 2151 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(1) insurance premiums or debt cancellation or suspension 
fees calculated and paid in full on a monthly basis shall not 
be considered financed by the creditor; and 
‘‘(2) this subsection shall not apply to credit unemployment 
insurance for which the unemployment insurance premiums 
are reasonable, the creditor receives no direct or indirect com-
pensation in connection with the unemployment insurance pre-
miums, and the unemployment insurance premiums are paid 
pursuant to another insurance contract and not paid to an 
affiliate of the creditor. 
‘‘(e) ARBITRATION.— 
‘‘(1) IN GENERAL.—No residential mortgage loan and no 
extension of credit under an open end consumer credit plan 
secured by the principal dwelling of the consumer may include 
terms which require arbitration or any other nonjudicial proce-
dure as the method for resolving any controversy or settling 
any claims arising out of the transaction. 
‘‘(2) POST-CONTROVERSY
AGREEMENTS.—Subject to para-
graph (3), paragraph (1) shall not be construed as limiting 
the right of the consumer and the creditor or any assignee 
to agree to arbitration or any other nonjudicial procedure as 
the method for resolving any controversy at any time after 
a dispute or claim under the transaction arises. 
‘‘(3) NO WAIVER OF STATUTORY CAUSE OF ACTION.—No provi-
sion of any residential mortgage loan or of any extension of 
credit under an open end consumer credit plan secured by 
the principal dwelling of the consumer, and no other agreement 
between the consumer and the creditor relating to the residen-
tial mortgage loan or extension of credit referred to in para-
graph (1), shall be applied or interpreted so as to bar a con-
sumer from bringing an action in an appropriate district court 
of the United States, or any other court of competent jurisdic-
tion, pursuant to section 130 or any other provision of law, 
for damages or other relief in connection with any alleged 
violation of this section, any other provision of this title, or 
any other Federal law. 
‘‘(f) MORTGAGES WITH NEGATIVE AMORTIZATION.—No creditor 
may extend credit to a borrower in connection with a consumer 
credit transaction under an open or closed end consumer credit 
plan secured by a dwelling or residential real property that includes 
a dwelling, other than a reverse mortgage, that provides or permits 
a payment plan that may, at any time over the term of the extension 
of credit, result in negative amortization unless, before such trans-
action is consummated— 
‘‘(1) the creditor provides the consumer with a statement 
that— 
‘‘(A) the pending transaction will or may, as the case 
may be, result in negative amortization; 
‘‘(B) describes negative amortization in such manner 
as the Board shall prescribe; 
‘‘(C) negative amortization increases the outstanding 
principal balance of the account; and 
‘‘(D) negative amortization reduces the consumer’s 
equity in the dwelling or real property; and 
‘‘(2) in the case of a first-time borrower with respect to 
a residential mortgage loan that is not a qualified mortgage, 
the first-time borrower provides the creditor with sufficient 
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124 STAT. 2152 
PUBLIC LAW 111–203—JULY 21, 2010 
documentation to demonstrate that the consumer received 
homeownership counseling from organizations or counselors 
certified by the Secretary of Housing and Urban Development 
as competent to provide such counseling.’’. 
(b) CONFORMING AMENDMENT RELATING TO ENFORCEMENT.— 
Section 108(a) of the Truth in Lending Act (15 U.S.C. 1607(a)) 
is amended by inserting after paragraph (6) the following new 
paragraph: 
‘‘(7) sections 21B and 21C of the Securities Exchange Act 
of 1934, in the case of a broker or dealer, other than a depository 
institution, by the Securities and Exchange Commission.’’. 
(c) PROTECTION AGAINST LOSS
OF ANTI-DEFICIENCY PROTEC-
TION.—Section 129C of the Truth in Lending Act is amended by 
inserting after subsection (f) (as added by subsection (a)) the fol-
lowing new subsection: 
‘‘(g) PROTECTION AGAINST LOSS OF ANTI-DEFICIENCY PROTEC-
TION.— 
‘‘(1) DEFINITION.—For purposes of this subsection, the term 
‘anti-deficiency law’ means the law of any State which provides 
that, in the event of foreclosure on the residential property 
of a consumer securing a mortgage, the consumer is not liable, 
in accordance with the terms and limitations of such State 
law, for any deficiency between the sale price obtained on 
such property through foreclosure and the outstanding balance 
of the mortgage. 
‘‘(2) NOTICE AT TIME OF CONSUMMATION.—In the case of 
any residential mortgage loan that is, or upon consummation 
will be, subject to protection under an anti-deficiency law, the 
creditor or mortgage originator shall provide a written notice 
to the consumer describing the protection provided by the anti- 
deficiency law and the significance for the consumer of the 
loss of such protection before such loan is consummated. 
‘‘(3) NOTICE BEFORE REFINANCING THAT WOULD CAUSE LOSS 
OF PROTECTION.—In the case of any residential mortgage loan 
that is subject to protection under an anti-deficiency law, if 
a creditor or mortgage originator provides an application to 
a consumer, or receives an application from a consumer, for 
any type of refinancing for such loan that would cause the 
loan to lose the protection of such anti-deficiency law, the 
creditor or mortgage originator shall provide a written notice 
to the consumer describing the protection provided by the anti- 
deficiency law and the significance for the consumer of the 
loss of such protection before any agreement for any such 
refinancing is consummated.’’. 
(d) POLICY REGARDING ACCEPTANCE OF PARTIAL PAYMENT.— 
Section 129C of the Truth in Lending Act is amended by inserting 
after subsection (g) (as added by subsection (c)) the following new 
subsection: 
‘‘(h) POLICY REGARDING ACCEPTANCE OF PARTIAL PAYMENT.— 
In the case of any residential mortgage loan, a creditor shall disclose 
prior to settlement or, in the case of a person becoming a creditor 
with respect to an existing residential mortgage loan, at the time 
such person becomes a creditor— 
‘‘(1) the creditor’s policy regarding the acceptance of partial 
payments; and 
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124 STAT. 2153 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(2) if partial payments are accepted, how such payments 
will be applied to such mortgage and if such payments will 
be placed in escrow. 
‘‘(i) TIMESHARE
PLANS.—This section and any regulations 
promulgated under this section do not apply to an extension of 
credit relating to a plan described in section 101(53D) of title 
11, United States Code.’’. 
SEC. 1415. RULE OF CONSTRUCTION. 
Except as otherwise expressly provided in section 129B or 129C 
of the Truth in Lending Act (as added by this title), no provision 
of such section 129B or 129C shall be construed as superseding, 
repealing, or affecting any duty, right, obligation, privilege, or 
remedy of any person under any other provision of the Truth 
in Lending Act or any other provision of Federal or State law. 
SEC. 1416. AMENDMENTS TO CIVIL LIABILITY PROVISIONS. 
(a) INCREASE IN AMOUNT OF CIVIL MONEY PENALTIES FOR CER-
TAIN VIOLATIONS.—Section 130(a) of the Truth in Lending Act (15 
U.S.C. 1640(a)) is amended— 
(1) in paragraph (2)(A)(ii)— 
(A) by striking ‘‘$100’’ and inserting ‘‘$200’’; and 
(B) by striking ‘‘$1,000’’ and inserting ‘‘$2,000’’; 
(2) in paragraph (2)(B), by striking ‘‘$500,000’’ and inserting 
‘‘$1,000,000’’; and 
(3) in paragraph (4), by inserting ‘‘, paragraph (1) or (2) 
of section 129B(c), or section 129C(a)’’ after ‘‘section 129’’. 
(b) STATUTE OF LIMITATIONS EXTENDED FOR SECTION 129 VIOLA-
TIONS.—Section 130(e) of the Truth in Lending Act (15 U.S.C. 
1640(e)) is amended— 
(1) in the first sentence, by striking ‘‘Any action’’ and 
inserting ‘‘Except as provided in the subsequent sentence, any 
action’’; and 
(2) by inserting after the first sentence the following new 
sentence: ‘‘Any action under this section with respect to any 
violation of section 129, 129B, or 129C may be brought in 
any United States district court, or in any other court of com-
petent jurisdiction, before the end of the 3-year period beginning 
on the date of the occurrence of the violation.’’. 
SEC. 1417. LENDER RIGHTS IN THE CONTEXT OF BORROWER DECEP-
TION. 
Section 130 of the Truth in Lending Act (15 U.S.C. 1640) 
is amended by adding after subsection (k) (as added by this title) 
the following new subsection: 
‘‘(l) EXEMPTION FROM LIABILITY AND RESCISSION IN CASE OF 
BORROWER FRAUD OR DECEPTION.—In addition to any other remedy 
available by law or contract, no creditor or assignee shall be liable 
to an obligor under this section, if such obligor, or co-obligor has 
been convicted of obtaining by actual fraud such residential mort-
gage loan.’’. 
SEC. 1418. SIX-MONTH NOTICE REQUIRED BEFORE RESET OF HYBRID 
ADJUSTABLE RATE MORTGAGES. 
(a) IN GENERAL.—Chapter 2 of the Truth in Lending Act (15 
U.S.C. 1631 et seq.) is amended by inserting after section 128 
the following new section: 
15 USC 1639b 
note. 
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124 STAT. 2154 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘§ 128A. Reset of hybrid adjustable rate mortgages 
‘‘(a) HYBRID ADJUSTABLE RATE MORTGAGES DEFINED.—For pur-
poses of this section, the term ‘hybrid adjustable rate mortgage’ 
means a consumer credit transaction secured by the consumer’s 
principal residence with a fixed interest rate for an introductory 
period that adjusts or resets to a variable interest rate after such 
period. 
‘‘(b) NOTICE OF RESET AND ALTERNATIVES.—During the 1-month 
period that ends 6 months before the date on which the interest 
rate in effect during the introductory period of a hybrid adjustable 
rate mortgage adjusts or resets to a variable interest rate or, 
in the case of such an adjustment or resetting that occurs within 
the first 6 months after consummation of such loan, at consumma-
tion, the creditor or servicer of such loan shall provide a written 
notice, separate and distinct from all other correspondence to the 
consumer, that includes the following: 
‘‘(1) Any index or formula used in making adjustments 
to or resetting the interest rate and a source of information 
about the index or formula. 
‘‘(2) An explanation of how the new interest rate and pay-
ment would be determined, including an explanation of how 
the index was adjusted, such as by the addition of a margin. 
‘‘(3) A good faith estimate, based on accepted industry 
standards, of the creditor or servicer of the amount of the 
monthly payment that will apply after the date of the adjust-
ment or reset, and the assumptions on which this estimate 
is based. 
‘‘(4) A list of alternatives consumers may pursue before 
the date of adjustment or reset, and descriptions of the actions 
consumers must take to pursue these alternatives, including— 
‘‘(A) refinancing; 
‘‘(B) renegotiation of loan terms; 
‘‘(C) payment forbearances; and 
‘‘(D) pre-foreclosure sales. 
‘‘(5) The names, addresses, telephone numbers, and Inter-
net addresses of counseling agencies or programs reasonably 
available to the consumer that have been certified or approved 
and made publicly available by the Secretary of Housing and 
Urban Development or a State housing finance authority (as 
defined in section 1301 of the Financial Institutions Reform, 
Recovery, and Enforcement Act of 1989). 
‘‘(6) The address, telephone number, and Internet address 
for the State housing finance authority (as so defined) for 
the State in which the consumer resides. 
‘‘(c) SAVINGS CLAUSE.—The Board may require the notice in 
paragraph (b) or other notice consistent with this Act for adjustable 
rate mortgage loans that are not hybrid adjustable rate mortgage 
loans.’’. 
(b) CLERICAL AMENDMENT.—The table of sections for chapter 
2 of the Truth in Lending Act is amended by inserting after the 
item relating to section 128 the following new item: 
‘‘128A. Reset of hybrid adjustable rate mortgages.’’. 
SEC. 1419. REQUIRED DISCLOSURES. 
Section 128(a) of Truth in Lending Act (15 U.S.C. 1638(a)) 
is amended by adding at the end the following new paragraphs: 
Time period. 
15 USC 1638a. 
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124 STAT. 2155 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(16) In the case of a variable rate residential mortgage 
loan for which an escrow or impound account will be established 
for the payment of all applicable taxes, insurance, and assess-
ments— 
‘‘(A) the amount of initial monthly payment due under 
the loan for the payment of principal and interest, and 
the amount of such initial monthly payment including the 
monthly payment deposited in the account for the payment 
of all applicable taxes, insurance, and assessments; and 
‘‘(B) the amount of the fully indexed monthly payment 
due under the loan for the payment of principal and 
interest, and the amount of such fully indexed monthly 
payment including the monthly payment deposited in the 
account for the payment of all applicable taxes, insurance, 
and assessments. 
‘‘(17) In the case of a residential mortgage loan, the aggre-
gate amount of settlement charges for all settlement services 
provided in connection with the loan, the amount of charges 
that are included in the loan and the amount of such charges 
the borrower must pay at closing, the approximate amount 
of the wholesale rate of funds in connection with the loan, 
and the aggregate amount of other fees or required payments 
in connection with the loan. 
‘‘(18) In the case of a residential mortgage loan, the aggre-
gate amount of fees paid to the mortgage originator in connec-
tion with the loan, the amount of such fees paid directly by 
the consumer, and any additional amount received by the origi-
nator from the creditor. 
‘‘(19) In the case of a residential mortgage loan, the total 
amount of interest that the consumer will pay over the life 
of the loan as a percentage of the principal of the loan. Such 
amount shall be computed assuming the consumer makes each 
monthly payment in full and on-time, and does not make any 
over-payments.’’. 
SEC. 1420. DISCLOSURES REQUIRED IN MONTHLY STATEMENTS FOR 
RESIDENTIAL MORTGAGE LOANS. 
Section 128 of the Truth in Lending Act (15 U.S.C. 1638) 
is amended by adding at the end the following new subsection: 
‘‘(f) 
PERIODIC
STATEMENTS
FOR
RESIDENTIAL
MORTGAGE 
LOANS.— 
‘‘(1) IN GENERAL.—The creditor, assignee, or servicer with 
respect to any residential mortgage loan shall transmit to the 
obligor, for each billing cycle, a statement setting forth each 
of the following items, to the extent applicable, in a conspicuous 
and prominent manner: 
‘‘(A) The amount of the principal obligation under the 
mortgage. 
‘‘(B) The current interest rate in effect for the loan. 
‘‘(C) The date on which the interest rate may next 
reset or adjust. 
‘‘(D) The amount of any prepayment fee to be charged, 
if any. 
‘‘(E) A description of any late payment fees. 
‘‘(F) A telephone number and electronic mail address 
that may be used by the obligor to obtain information 
regarding the mortgage. 
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124 STAT. 2156 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(G) The names, addresses, telephone numbers, and 
Internet addresses of counseling agencies or programs 
reasonably available to the consumer that have been cer-
tified or approved and made publicly available by the Sec-
retary of Housing and Urban Development or a State 
housing finance authority (as defined in section 1301 of 
the Financial Institutions Reform, Recovery, and Enforce-
ment Act of 1989). 
‘‘(H) Such other information as the Board may pre-
scribe in regulations. 
‘‘(2) DEVELOPMENT
AND
USE
OF
STANDARD
FORM.—The 
Board shall develop and prescribe a standard form for the 
disclosure required under this subsection, taking into account 
that the statements required may be transmitted in writing 
or electronically. 
‘‘(3) EXCEPTION.—Paragraph (1) shall not apply to any fixed 
rate residential mortgage loan where the creditor, assignee, 
or servicer provides the obligor with a coupon book that provides 
the obligor with substantially the same information as required 
in paragraph (1).’’. 
SEC. 1421. REPORT BY THE GAO. 
(a) REPORT REQUIRED.—The Comptroller General of the United 
States shall conduct a study to determine the effects the enactment 
of this Act will have on the availability and affordability of credit 
for consumers, small businesses, homebuyers, and mortgage 
lending, including the effect— 
(1) on the mortgage market for mortgages that are not 
within the safe harbor provided in the amendments made by 
this subtitle; 
(2) on the ability of prospective homebuyers to obtain 
financing; 
(3) on the ability of homeowners facing resets or adjust-
ments to refinance—for example, do they have fewer refi-
nancing options due to the unavailability of certain loan prod-
ucts that were available before the enactment of this Act; 
(4) on minorities’ ability to access affordable credit com-
pared with other prospective borrowers; 
(5) on home sales and construction; 
(6) of extending the rescission right, if any, on adjustable 
rate loans and its impact on litigation; 
(7) of State foreclosure laws and, if any, an investor’s 
ability to transfer a property after foreclosure; 
(8) of expanding the existing provisions of the Home Owner-
ship and Equity Protection Act of 1994; 
(9) of prohibiting prepayment penalties on high-cost mort-
gages; and 
(10) of establishing counseling services under the Depart-
ment of Housing and Urban Development and offered through 
the Office of Housing Counseling. 
(b) REPORT.—Before the end of the 1-year period beginning 
on the date of the enactment of this Act, the Comptroller General 
shall submit a report to the Congress containing the findings and 
conclusions of the Comptroller General with respect to the study 
conducted pursuant to subsection (a). 
(c) EXAMINATION RELATED TO CERTAIN CREDIT RISK RETENTION 
PROVISIONS.—The report required by subsection (b) shall also 
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124 STAT. 2157 
PUBLIC LAW 111–203—JULY 21, 2010 
include an analysis by the Comptroller General of the effect on 
the capital reserves and funding of lenders of credit risk retention 
provisions for non-qualified mortgages, including an analysis of 
the exceptions and adjustments authorized in section 129C(b)(3) 
of the Truth in Lending Act and a recommendation on whether 
a uniform standard is needed. 
(d) ANALYSIS
OF CREDIT RISK RETENTION PROVISIONS.—The 
report required by subsection (b) shall also include— 
(1) an analysis by the Comptroller General of whether 
the credit risk retention provisions have significantly reduced 
risks to the larger credit market of the repackaging and selling 
of securitized loans on a secondary market; and 
(2) recommendations to the Congress on adjustments that 
should be made, or additional measures that should be under-
taken. 
SEC. 1422. STATE ATTORNEY GENERAL ENFORCEMENT AUTHORITY. 
Section 130(e) of the Truth in Lending Act (15 U.S.C. 1640(e)) 
is amended by striking ‘‘section 129 may also’’ and inserting ‘‘section 
129, 129B, 129C, 129D, 129E, 129F, 129G, or 129H of this Act 
may also’’. 
Subtitle C—High-Cost Mortgages 
SEC. 1431. DEFINITIONS RELATING TO HIGH-COST MORTGAGES. 
(a) HIGH-COST MORTGAGE DEFINED.—Section 103(aa) of the 
Truth in Lending Act (15 U.S.C. 1602(aa)) is amended by striking 
all that precedes paragraph (2) and inserting the following: 
‘‘(aa) HIGH-COST MORTGAGE.— 
‘‘(1) DEFINITION.— 
‘‘(A) IN GENERAL.—The term ‘high-cost mortgage’, and 
a mortgage referred to in this subsection, means a con-
sumer credit transaction that is secured by the consumer’s 
principal dwelling, other than a reverse mortgage trans-
action, if— 
‘‘(i) in the case of a credit transaction secured— 
‘‘(I) by a first mortgage on the consumer’s prin-
cipal dwelling, the annual percentage rate at con-
summation of the transaction will exceed by more 
than 6.5 percentage points (8.5 percentage points, 
if the dwelling is personal property and the trans-
action is for less than $50,000) the average prime 
offer rate, as defined in section 129C(b)(2)(B), for 
a comparable transaction; or 
‘‘(II) by a subordinate or junior mortgage on 
the consumer’s principal dwelling, the annual 
percentage rate at consummation of the trans-
action will exceed by more than 8.5 percentage 
points the average prime offer rate, as defined 
in section 129C(b)(2)(B), for a comparable trans-
action; 
‘‘(ii) the total points and fees payable in connection 
with the transaction, other than bona fide third party 
charges not retained by the mortgage originator, cred-
itor, or an affiliate of the creditor or mortgage origi-
nator, exceed— 
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124 STAT. 2158 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(I) in the case of a transaction for $20,000 
or more, 5 percent of the total transaction amount; 
or 
‘‘(II) in the case of a transaction for less than 
$20,000, the lesser of 8 percent of the total trans-
action amount or $1,000 (or such other dollar 
amount as the Board shall prescribe by regulation); 
or 
‘‘(iii) the credit transaction documents permit the 
creditor to charge or collect prepayment fees or pen-
alties more than 36 months after the transaction 
closing or such fees or penalties exceed, in the aggre-
gate, more than 2 percent of the amount prepaid. 
‘‘(B) INTRODUCTORY RATES TAKEN INTO ACCOUNT.—For 
purposes of subparagraph (A)(i), the annual percentage 
rate of interest shall be determined based on the following 
interest rate: 
‘‘(i) In the case of a fixed-rate transaction in which 
the annual percentage rate will not vary during the 
term of the loan, the interest rate in effect on the 
date of consummation of the transaction. 
‘‘(ii) In the case of a transaction in which the 
rate of interest varies solely in accordance with an 
index, the interest rate determined by adding the index 
rate in effect on the date of consummation of the 
transaction to the maximum margin permitted at any 
time during the loan agreement. 
‘‘(iii) In the case of any other transaction in which 
the rate may vary at any time during the term of 
the loan for any reason, the interest charged on the 
transaction at the maximum rate that may be charged 
during the term of the loan. 
‘‘(C) MORTGAGE INSURANCE.—For the purposes of com-
puting the total points and fees under paragraph (4), the 
total points and fees shall exclude— 
‘‘(i) any premium provided by an agency of the 
Federal Government or an agency of a State; 
‘‘(ii) any amount that is not in excess of the amount 
payable under policies in effect at the time of origina-
tion under section 203(c)(2)(A) of the National Housing 
Act (12 U.S.C. 1709(c)(2)(A)), provided that the pre-
mium, charge, or fee is required to be refundable on 
a pro-rated basis and the refund is automatically issued 
upon notification of the satisfaction of the underlying 
mortgage loan; and 
‘‘(iii) any premium paid by the consumer after 
closing.’’. 
(b) ADJUSTMENT OF PERCENTAGE POINTS.—Section 103(aa)(2) 
of the Truth in Lending Act (15 U.S.C. 1602(aa)(2)) is amended 
by striking subparagraph (B) and inserting the following new 
subparagraph: 
‘‘(B) An increase or decrease under subparagraph (A)— 
‘‘(i) may not result in the number of percentage 
points referred to in paragraph (1)(A)(i)(I) being less 
than 6 percentage points or greater than 10 percentage 
points; and 
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124 STAT. 2159 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(ii) may not result in the number of percentage 
points referred to in paragraph (1)(A)(i)(II) being less 
than 8 percentage points or greater than 12 percentage 
points.’’. 
(c) POINTS AND FEES DEFINED.— 
(1) IN GENERAL.—Section 103(aa)(4) of the Truth in Lending 
Act (15 U.S.C. 1602(aa)(4)) is amended— 
(A) by striking subparagraph (B) and inserting the 
following: 
‘‘(B) all compensation paid directly or indirectly by 
a consumer or creditor to a mortgage originator from any 
source, including a mortgage originator that is also the 
creditor in a table-funded transaction;’’; 
(B) by redesignating subparagraph (D) as subpara-
graph (G); and 
(C) by inserting after subparagraph (C) the following 
new subparagraphs: 
‘‘(D) premiums or other charges payable at or before 
closing for any credit life, credit disability, credit unemploy-
ment, or credit property insurance, or any other accident, 
loss-of-income, life or health insurance, or any payments 
directly or indirectly for any debt cancellation or suspension 
agreement or contract, except that insurance premiums 
or debt cancellation or suspension fees calculated and paid 
in full on a monthly basis shall not be considered financed 
by the creditor; 
‘‘(E) the maximum prepayment fees and penalties 
which may be charged or collected under the terms of 
the credit transaction; 
‘‘(F) all prepayment fees or penalties that are incurred 
by the consumer if the loan refinances a previous loan 
made or currently held by the same creditor or an affiliate 
of the creditor; and’’. 
(2) CALCULATION OF POINTS AND FEES FOR OPEN-END CON-
SUMER CREDIT PLANS.—Section 103(aa) of the Truth in Lending 
Act (15 U.S.C. 1602(aa)) is amended— 
(A) by redesignating paragraph (5) as paragraph (6); 
and 
(B) by inserting after paragraph (4) the following new 
paragraph: 
‘‘(5) CALCULATION OF POINTS AND FEES FOR OPEN-END CON-
SUMER CREDIT PLANS.—In the case of open-end consumer credit 
plans, points and fees shall be calculated, for purposes of this 
section and section 129, by adding the total points and fees 
known at or before closing, including the maximum prepayment 
penalties which may be charged or collected under the terms 
of the credit transaction, plus the minimum additional fees 
the consumer would be required to pay to draw down an amount 
equal to the total credit line.’’. 
(d) BONA FIDE DISCOUNT LOAN DISCOUNT POINTS.—Section 103 
of the Truth in Lending Act (15 U.S.C. 1602) is amended by 
inserting after subsection (cc) (as added by section 1401) the fol-
lowing new subsection: 
‘‘(dd) BONA FIDE DISCOUNT POINTS
AND PREPAYMENT PEN-
ALTIES.—For the purposes of determining the amount of points 
and fees for purposes of subsection (aa), either the amounts 
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124 STAT. 2160 
PUBLIC LAW 111–203—JULY 21, 2010 
described in paragraph (1) or (2) of the following paragraphs, but 
not both, shall be excluded: 
‘‘(1) Up to and including 2 bona fide discount points payable 
by the consumer in connection with the mortgage, but only 
if the interest rate from which the mortgage’s interest rate 
will be discounted does not exceed by more than 1 percentage 
point— 
‘‘(A) the average prime offer rate, as defined in section 
129C; or 
‘‘(B) if secured by a personal property loan, the average 
rate on a loan in connection with which insurance is pro-
vided under title I of the National Housing Act (12 U.S.C. 
1702 et seq.). 
‘‘(2) Unless 2 bona fide discount points have been excluded 
under paragraph (1), up to and including 1 bona fide discount 
point payable by the consumer in connection with the mortgage, 
but only if the interest rate from which the mortgage’s interest 
rate will be discounted does not exceed by more than 2 percent-
age points— 
‘‘(A) the average prime offer rate, as defined in section 
129C; or 
‘‘(B) if secured by a personal property loan, the average 
rate on a loan in connection with which insurance is pro-
vided under title I of the National Housing Act (12 U.S.C. 
1702 et seq.). 
‘‘(3) For purposes of paragraph (1), the term ‘bona fide 
discount points’ means loan discount points which are know-
ingly paid by the consumer for the purpose of reducing, and 
which in fact result in a bona fide reduction of, the interest 
rate or time-price differential applicable to the mortgage. 
‘‘(4) Paragraphs (1) and (2) shall not apply to discount 
points used to purchase an interest rate reduction unless the 
amount of the interest rate reduction purchased is reasonably 
consistent with established industry norms and practices for 
secondary mortgage market transactions.’’. 
SEC. 1432. AMENDMENTS TO EXISTING REQUIREMENTS FOR CERTAIN 
MORTGAGES. 
(a) PREPAYMENT PENALTY PROVISIONS.—Section 129(c)(2) of the 
Truth in Lending Act (15 U.S.C. 1639(c)(2)) is hereby repealed. 
(b) NO BALLOON PAYMENTS.—Section 129(e) of the Truth in 
Lending Act (15 U.S.C. 1639(e)) is amended to read as follows: 
‘‘(e) NO BALLOON PAYMENTS.—No high-cost mortgage may con-
tain a scheduled payment that is more than twice as large as 
the average of earlier scheduled payments. This subsection shall 
not apply when the payment schedule is adjusted to the seasonal 
or irregular income of the consumer.’’. 
SEC. 1433. ADDITIONAL REQUIREMENTS FOR CERTAIN MORTGAGES. 
(a) ADDITIONAL REQUIREMENTS FOR CERTAIN MORTGAGES.—Sec-
tion 129 of the Truth in Lending Act (15 U.S.C. 1639) is amended— 
(1) by redesignating subsections (j), (k), (l) and (m) as 
subsections (n), (o), (p), and (q) respectively; and 
(2) by inserting after subsection (i) the following new sub-
sections: 
‘‘(j) RECOMMENDED DEFAULT.—No creditor shall recommend or 
encourage default on an existing loan or other debt prior to and 
in connection with the closing or planned closing of a high-cost 
Repeal. 
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124 STAT. 2161 
PUBLIC LAW 111–203—JULY 21, 2010 
mortgage that refinances all or any portion of such existing loan 
or debt. 
‘‘(k) LATE FEES.— 
‘‘(1) IN GENERAL.—No creditor may impose a late payment 
charge or fee in connection with a high-cost mortgage— 
‘‘(A) in an amount in excess of 4 percent of the amount 
of the payment past due; 
‘‘(B) unless the loan documents specifically authorize 
the charge or fee; 
‘‘(C) before the end of the 15-day period beginning 
on the date the payment is due, or in the case of a loan 
on which interest on each installment is paid in advance, 
before the end of the 30-day period beginning on the date 
the payment is due; or 
‘‘(D) more than once with respect to a single late pay-
ment. 
‘‘(2) COORDINATION WITH SUBSEQUENT LATE FEES.—If a pay-
ment is otherwise a full payment for the applicable period 
and is paid on its due date or within an applicable grace 
period, and the only delinquency or insufficiency of payment 
is attributable to any late fee or delinquency charge assessed 
on any earlier payment, no late fee or delinquency charge 
may be imposed on such payment. 
‘‘(3) FAILURE TO MAKE INSTALLMENT PAYMENT.—If, in the 
case of a loan agreement the terms of which provide that 
any payment shall first be applied to any past due principal 
balance, the consumer fails to make an installment payment 
and the consumer subsequently resumes making installment 
payments but has not paid all past due installments, the cred-
itor may impose a separate late payment charge or fee for 
any principal due (without deduction due to late fees or related 
fees) until the default is cured. 
‘‘(l) ACCELERATION OF DEBT.—No high-cost mortgage may con-
tain a provision which permits the creditor to accelerate the indebt-
edness, except when repayment of the loan has been accelerated 
by default in payment, or pursuant to a due-on-sale provision, 
or pursuant to a material violation of some other provision of 
the loan document unrelated to payment schedule. 
‘‘(m) RESTRICTION ON FINANCING POINTS AND FEES.—No cred-
itor may directly or indirectly finance, in connection with any high- 
cost mortgage, any of the following: 
‘‘(1) Any prepayment fee or penalty payable by the con-
sumer in a refinancing transaction if the creditor or an affiliate 
of the creditor is the noteholder of the note being refinanced. 
‘‘(2) Any points or fees.’’. 
(b) PROHIBITIONS ON EVASIONS.—Section 129 of the Truth in 
Lending Act (15 U.S.C. 1639) is amended by inserting after sub-
section (q) (as so redesignated by subsection (a)(1)) the following 
new subsection: 
‘‘(r) PROHIBITIONS
ON
EVASIONS, STRUCTURING
OF
TRANS-
ACTIONS, AND RECIPROCAL ARRANGEMENTS.—A creditor may not 
take any action in connection with a high-cost mortgage— 
‘‘(1) to structure a loan transaction as an open-end credit 
plan or another form of loan for the purpose and with the 
intent of evading the provisions of this title; or 
Deadlines. 
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124 STAT. 2162 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(2) to divide any loan transaction into separate parts for 
the purpose and with the intent of evading provisions of this 
title.’’. 
(c) MODIFICATION OR DEFERRAL FEES.—Section 129 of the Truth 
in Lending Act (15 U.S.C. 1639) is amended by inserting after 
subsection (r) (as added by subsection (b) of this section) the fol-
lowing new subsection: 
‘‘(s) MODIFICATION AND DEFERRAL FEES PROHIBITED.—A cred-
itor, successor in interest, assignee, or any agent of any of the 
above, may not charge a consumer any fee to modify, renew, extend, 
or amend a high-cost mortgage, or to defer any payment due under 
the terms of such mortgage.’’. 
(d) PAYOFF STATEMENT.—Section 129 of the Truth in Lending 
Act (15 U.S.C. 1639) is amended by inserting after subsection 
(s) (as added by subsection (c) of this section) the following new 
subsection: 
‘‘(t) PAYOFF STATEMENT.— 
‘‘(1) FEES.— 
‘‘(A) IN GENERAL.—Except as provided in subparagraph 
(B), no creditor or servicer may charge a fee for informing 
or transmitting to any person the balance due to pay off 
the outstanding balance on a high-cost mortgage. 
‘‘(B) TRANSACTION
FEE.—When payoff information 
referred to in subparagraph (A) is provided by facsimile 
transmission or by a courier service, a creditor or servicer 
may charge a processing fee to cover the cost of such 
transmission or service in an amount not to exceed an 
amount that is comparable to fees imposed for similar 
services provided in connection with consumer credit trans-
actions that are secured by the consumer’s principal 
dwelling and are not high-cost mortgages. 
‘‘(C) FEE DISCLOSURE.—Prior to charging a transaction 
fee as provided in subparagraph (B), a creditor or servicer 
shall disclose that payoff balances are available for free 
pursuant to subparagraph (A). 
‘‘(D) MULTIPLE REQUESTS.—If a creditor or servicer has 
provided payoff information referred to in subparagraph 
(A) without charge, other than the transaction fee allowed 
by subparagraph (B), on 4 occasions during a calendar 
year, the creditor or servicer may thereafter charge a 
reasonable fee for providing such information during the 
remainder of the calendar year. 
‘‘(2) PROMPT DELIVERY.—Payoff balances shall be provided 
within 5 business days after receiving a request by a consumer 
or a person authorized by the consumer to obtain such informa-
tion.’’. 
(e) PRE-LOAN COUNSELING REQUIRED.—Section 129 of the Truth 
in Lending Act (15 U.S.C. 1639) is amended by inserting after 
subsection t) (as added by subsection (d) of this section) the following 
new subsection: 
‘‘(u) PRE-LOAN COUNSELING.— 
‘‘(1) IN
GENERAL.—A creditor may not extend credit to 
a consumer under a high-cost mortgage without first receiving 
certification from a counselor that is approved by the Secretary 
of Housing and Urban Development, or at the discretion of 
Certification. 
Deadline. 
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124 STAT. 2163 
PUBLIC LAW 111–203—JULY 21, 2010 
the Secretary, a State housing finance authority, that the con-
sumer has received counseling on the advisability of the mort-
gage. Such counselor shall not be employed by the creditor 
or an affiliate of the creditor or be affiliated with the creditor. 
‘‘(2) DISCLOSURES
REQUIRED
PRIOR
TO
COUNSELING.—No 
counselor may certify that a consumer has received counseling 
on the advisability of the high-cost mortgage unless the coun-
selor can verify that the consumer has received each statement 
required (in connection with such loan) by this section or the 
Real Estate Settlement Procedures Act of 1974 with respect 
to the transaction. 
‘‘(3) REGULATIONS.—The Board may prescribe such regula-
tions as the Board determines to be appropriate to carry out 
the requirements of paragraph (1).’’. 
(f) CORRECTIONS AND UNINTENTIONAL VIOLATIONS.—Section 129 
of the Truth in Lending Act (15 U.S.C. 1639) is amended by 
inserting after subsection (u) (as added by subsection (e)) the fol-
lowing new subsection: 
‘‘(v) CORRECTIONS AND UNINTENTIONAL VIOLATIONS.—A creditor 
or assignee in a high-cost mortgage who, when acting in good 
faith, fails to comply with any requirement under this section 
will not be deemed to have violated such requirement if the creditor 
or assignee establishes that either— 
‘‘(1) within 30 days of the loan closing and prior to the 
institution of any action, the consumer is notified of or discovers 
the violation, appropriate restitution is made, and whatever 
adjustments are necessary are made to the loan to either, 
at the choice of the consumer— 
‘‘(A) make the loan satisfy the requirements of this 
chapter; or 
‘‘(B) in the case of a high-cost mortgage, change the 
terms of the loan in a manner beneficial to the consumer 
so that the loan will no longer be a high-cost mortgage; 
or 
‘‘(2) within 60 days of the creditor’s discovery or receipt 
of notification of an unintentional violation or bona fide error 
and prior to the institution of any action, the consumer is 
notified of the compliance failure, appropriate restitution is 
made, and whatever adjustments are necessary are made to 
the loan to either, at the choice of the consumer— 
‘‘(A) make the loan satisfy the requirements of this 
chapter; or 
‘‘(B) in the case of a high-cost mortgage, change the 
terms of the loan in a manner beneficial so that the loan 
will no longer be a high-cost mortgage.’’. 
Subtitle D—Office of Housing Counseling 
SEC. 1441. SHORT TITLE. 
This subtitle may be cited as the ‘‘Expand and Preserve Home 
Ownership Through Counseling Act’’. 
SEC. 1442. ESTABLISHMENT OF OFFICE OF HOUSING COUNSELING. 
Section 4 of the Department of Housing and Urban Develop-
ment Act (42 U.S.C. 3533) is amended by adding at the end the 
following new subsection: 
12 USC 1701 
note. 
Expand and 
Preserve Home 
Ownership 
Through 
Counseling Act. 
Deadlines. 
Notifications. 
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124 STAT. 2164 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(g) OFFICE OF HOUSING COUNSELING.— 
‘‘(1) ESTABLISHMENT.—There is established, in the Depart-
ment, the Office of Housing Counseling. 
‘‘(2) DIRECTOR.—There is established the position of 
Director of Housing Counseling. The Director shall be the head 
of the Office of Housing Counseling and shall be appointed 
by, and shall report to, the Secretary. Such position shall be 
a career-reserved position in the Senior Executive Service. 
‘‘(3) FUNCTIONS.— 
‘‘(A) IN GENERAL.—The Director shall have primary 
responsibility within the Department for all activities and 
matters relating to homeownership counseling and rental 
housing counseling, including— 
‘‘(i) research, grant administration, public out-
reach, and policy development relating to such coun-
seling; and 
‘‘(ii) establishment, coordination, and administra-
tion of all regulations, requirements, standards, and 
performance measures under programs and laws 
administered by the Department that relate to housing 
counseling, 
homeownership 
counseling 
(including 
maintenance of homes), mortgage-related counseling 
(including home equity conversion mortgages and 
credit protection options to avoid foreclosure), and 
rental housing counseling, including the requirements, 
standards, and performance measures relating to 
housing counseling. 
‘‘(B) SPECIFIC FUNCTIONS.—The Director shall carry out 
the functions assigned to the Director and the Office under 
this section and any other provisions of law. Such functions 
shall include establishing rules necessary for— 
‘‘(i) the counseling procedures under section 
106(g)(1) of the Housing and Urban Development Act 
of 1968 (12 U.S.C. 1701x(h)(1)); 
‘‘(ii) carrying out all other functions of the Sec-
retary under section 106(g) of the Housing and Urban 
Development Act of 1968, including the establishment, 
operation, and publication of the availability of the 
toll-free telephone number under paragraph (2) of such 
section; 
‘‘(iii) contributing to the distribution of home 
buying information booklets pursuant to section 5 of 
the Real Estate Settlement Procedures Act of 1974 
(12 U.S.C. 2604); 
‘‘(iv) carrying out the certification program under 
section 106(e) of the Housing and Urban Development 
Act of 1968 (12 U.S.C. 1701x(e)); 
‘‘(v) carrying out the assistance program under 
section 106(a)(4) of the Housing and Urban Develop-
ment Act of 1968, including criteria for selection of 
applications to receive assistance; 
‘‘(vi) carrying out any functions regarding abusive, 
deceptive, or unscrupulous lending practices relating 
to residential mortgage loans that the Secretary con-
siders appropriate, which shall include conducting the 
study under section 6 of the Expand and Preserve 
Home Ownership Through Counseling Act; 
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124 STAT. 2165 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(vii) providing for operation of the advisory com-
mittee established under paragraph (4) of this sub-
section; 
‘‘(viii) 
collaborating 
with 
community-based 
organizations with expertise in the field of housing 
counseling; and 
‘‘(ix) providing for the building of capacity to pro-
vide housing counseling services in areas that lack 
sufficient services, including underdeveloped areas that 
lack basic water and sewer systems, electricity services, 
and safe, sanitary housing. 
‘‘(4) ADVISORY COMMITTEE.— 
‘‘(A) IN
GENERAL.—The Secretary shall appoint an 
advisory committee to provide advice regarding the car-
rying out of the functions of the Director. 
‘‘(B) MEMBERS.—Such advisory committee shall consist 
of not more than 12 individuals, and the membership of 
the committee shall equally represent the mortgage and 
real estate industry, including consumers and housing 
counseling agencies certified by the Secretary. 
‘‘(C) TERMS.—Except as provided in subparagraph (D), 
each member of the advisory committee shall be appointed 
for a term of 3 years. Members may be reappointed at 
the discretion of the Secretary. 
‘‘(D) TERMS OF INITIAL APPOINTEES.—As designated by 
the Secretary at the time of appointment, of the members 
first appointed to the advisory committee, 4 shall be 
appointed for a term of 1 year and 4 shall be appointed 
for a term of 2 years. 
‘‘(E) PROHIBITION OF PAY; TRAVEL EXPENSES.—Members 
of the advisory committee shall serve without pay, but 
shall receive travel expenses, including per diem in lieu 
of subsistence, in accordance with applicable provisions 
under subchapter I of chapter 57 of title 5, United States 
Code. 
‘‘(F) ADVISORY ROLE ONLY.—The advisory committee 
shall have no role in reviewing or awarding housing coun-
seling grants. 
‘‘(5) SCOPE OF HOMEOWNERSHIP COUNSELING.—In carrying 
out the responsibilities of the Director, the Director shall ensure 
that homeownership counseling provided by, in connection with, 
or pursuant to any function, activity, or program of the Depart-
ment addresses the entire process of homeownership, including 
the decision to purchase a home, the selection and purchase 
of a home, issues arising during or affecting the period of 
ownership of a home (including refinancing, default and fore-
closure, and other financial decisions), and the sale or other 
disposition of a home.’’. 
SEC. 1443. COUNSELING PROCEDURES. 
(a) IN GENERAL.—Section 106 of the Housing and Urban 
Development Act of 1968 (12 U.S.C. 1701x) is amended by adding 
at the end the following new subsection: 
‘‘(g) PROCEDURES AND ACTIVITIES.— 
‘‘(1) COUNSELING PROCEDURES.— 
Definitions. 
Appointment. 
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124 STAT. 2166 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(A) IN
GENERAL.—The Secretary shall establish, 
coordinate, and monitor the administration by the Depart-
ment of Housing and Urban Development of the counseling 
procedures for homeownership counseling and rental 
housing counseling provided in connection with any pro-
gram of the Department, including all requirements, stand-
ards, and performance measures that relate to homeowner-
ship and rental housing counseling. 
‘‘(B) HOMEOWNERSHIP COUNSELING.—For purposes of 
this subsection and as used in the provisions referred to 
in this subparagraph, the term ‘homeownership counseling’ 
means counseling related to homeownership and residential 
mortgage loans. Such term includes counseling related to 
homeownership and residential mortgage loans that is pro-
vided pursuant to— 
‘‘(i) section 105(a)(20) of the Housing and Commu-
nity Development Act of 1974 (42 U.S.C. 5305(a)(20)); 
‘‘(ii) in the United States Housing Act of 1937— 
‘‘(I) section 9(e) (42 U.S.C. 1437g(e)); 
‘‘(II) 
section 
8(y)(1)(D) 
(42 
U.S.C. 
1437f(y)(1)(D)); 
‘‘(III) 
section 
18(a)(4)(D) 
(42 
U.S.C. 
1437p(a)(4)(D)); 
‘‘(IV) section 23(c)(4) (42 U.S.C. 1437u(c)(4)); 
‘‘(V) section 32(e)(4) (42 U.S.C. 1437z–4(e)(4)); 
‘‘(VI) section 33(d)(2)(B) (42 U.S.C. 1437z– 
5(d)(2)(B)); 
‘‘(VII) sections 302(b)(6) and 303(b)(7) (42 
U.S.C. 1437aaa–1(b)(6), 1437aaa–2(b)(7)); and 
‘‘(VIII) section 304(c)(4) (42 U.S.C. 1437aaa– 
3(c)(4)); 
‘‘(iii) section 302(a)(4) of the American Homeowner-
ship and Economic Opportunity Act of 2000 (42 U.S.C. 
1437f note); 
‘‘(iv) sections 233(b)(2) and 258(b) of the Cranston- 
Gonzalez National Affordable Housing Act (42 U.S.C. 
12773(b)(2), 12808(b)); 
‘‘(v) this section and section 101(e) of the Housing 
and Urban Development Act of 1968 (12 U.S.C. 1701x, 
1701w(e)); 
‘‘(vi) section 220(d)(2)(G) of the Low-Income 
Housing Preservation and Resident Homeownership 
Act of 1990 (12 U.S.C. 4110(d)(2)(G)); 
‘‘(vii) 
sections 
422(b)(6), 
423(b)(7), 
424(c)(4), 
442(b)(6), and 443(b)(6) of the Cranston-Gonzalez 
National 
Affordable 
Housing 
Act 
(42 
U.S.C. 
12872(b)(6), 12873(b)(7), 12874(c)(4), 12892(b)(6), and 
12893(b)(6)); 
‘‘(viii) section 491(b)(1)(F)(iii) of the McKinney- 
Vento 
Homeless 
Assistance 
Act 
(42 
U.S.C. 
11408(b)(1)(F)(iii)); 
‘‘(ix) sections 202(3) and 810(b)(2)(A) of the Native 
American Housing and Self-Determination Act of 1996 
(25 U.S.C. 4132(3), 4229(b)(2)(A)); 
‘‘(x) in the National Housing Act— 
‘‘(I) in section 203 (12 U.S.C. 1709), the penul-
timate undesignated paragraph of paragraph (2) 
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124 STAT. 2167 
PUBLIC LAW 111–203—JULY 21, 2010 
of subsection (b), subsection (c)(2)(A), and sub-
section (r)(4); 
‘‘(II) subsections (a) and (c)(3) of section 237 
(12 U.S.C. 1715z–2); and 
‘‘(III) subsections (d)(2)(B) and (m)(1) of section 
255 (12 U.S.C. 1715z–20); 
‘‘(xi) section 502(h)(4)(B) of the Housing Act of 
1949 (42 U.S.C. 1472(h)(4)(B)); 
‘‘(xii) section 508 of the Housing and Urban 
Development Act of 1970 (12 U.S.C. 1701z–7); and 
‘‘(xiii) section 106 of the Energy Policy Act of 1992 
(42 U.S.C. 12712 note). 
‘‘(C) RENTAL HOUSING COUNSELING.—For purposes of 
this subsection, the term ‘rental housing counseling’ means 
counseling related to rental of residential property, which 
may include counseling regarding future homeownership 
opportunities and providing referrals for renters and 
prospective renters to entities providing counseling and 
shall include counseling related to such topics that is pro-
vided pursuant to— 
‘‘(i) section 105(a)(20) of the Housing and Commu-
nity Development Act of 1974 (42 U.S.C. 5305(a)(20)); 
‘‘(ii) in the United States Housing Act of 1937— 
‘‘(I) section 9(e) (42 U.S.C. 1437g(e)); 
‘‘(II) 
section 
18(a)(4)(D) 
(42 
U.S.C. 
1437p(a)(4)(D)); 
‘‘(III) section 23(c)(4) (42 U.S.C. 1437u(c)(4)); 
‘‘(IV) section 32(e)(4) (42 U.S.C. 1437z–4(e)(4)); 
‘‘(V) section 33(d)(2)(B) (42 U.S.C. 1437z– 
5(d)(2)(B)); and 
‘‘(VI) section 302(b)(6) (42 U.S.C. 1437aaa– 
1(b)(6)); 
‘‘(iii) section 233(b)(2) of the Cranston-Gonzalez 
National 
Affordable 
Housing 
Act 
(42 
U.S.C. 
12773(b)(2)); 
‘‘(iv) section 106 of the Housing and Urban 
Development Act of 1968 (12 U.S.C. 1701x); 
‘‘(v) section 422(b)(6) of the Cranston-Gonzalez 
National 
Affordable 
Housing 
Act 
(42 
U.S.C. 
12872(b)(6)); 
‘‘(vi) section 491(b)(1)(F)(iii) of the McKinney-Vento 
Homeless Assistance Act (42 U.S.C. 11408(b)(1)(F)(iii)); 
‘‘(vii) sections 202(3) and 810(b)(2)(A) of the Native 
American Housing and Self-Determination Act of 1996 
(25 U.S.C. 4132(3), 4229(b)(2)(A)); and 
‘‘(viii) the rental assistance program under section 
8 of the United States Housing Act of 1937 (42 U.S.C. 
1437f). 
‘‘(2) STANDARDS FOR MATERIALS.—The Secretary, in con-
sultation with the advisory committee established under sub-
section (g)(4) of the Department of Housing and Urban Develop-
ment Act, shall establish standards for materials and forms 
to be used, as appropriate, by organizations providing 
homeownership counseling services, including any recipients 
of assistance pursuant to subsection (a)(4). 
‘‘(3) MORTGAGE SOFTWARE SYSTEMS.— 
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124 STAT. 2168 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(A) CERTIFICATION.—The Secretary shall provide for 
the certification of various computer software programs 
for consumers to use in evaluating different residential 
mortgage loan proposals. The Secretary shall require, for 
such certification, that the mortgage software systems take 
into account— 
‘‘(i) the consumer’s financial situation and the cost 
of maintaining a home, including insurance, taxes, and 
utilities; 
‘‘(ii) the amount of time the consumer expects to 
remain in the home or expected time to maturity of 
the loan; and 
‘‘(iii) such other factors as the Secretary considers 
appropriate to assist the consumer in evaluating 
whether to pay points, to lock in an interest rate, 
to select an adjustable or fixed rate loan, to select 
a conventional or government-insured or guaranteed 
loan and to make other choices during the loan applica-
tion process. 
If the Secretary determines that available existing software 
is inadequate to assist consumers during the residential 
mortgage loan application process, the Secretary shall 
arrange for the development by private sector software 
companies of new mortgage software systems that meet 
the Secretary’s specifications. 
‘‘(B) USE
AND
INITIAL
AVAILABILITY.—Such certified 
computer software programs shall be used to supplement, 
not replace, housing counseling. The Secretary shall provide 
that such programs are initially used only in connection 
with the assistance of housing counselors certified pursuant 
to subsection (e). 
‘‘(C) AVAILABILITY.—After a period of initial availability 
under subparagraph (B) as the Secretary considers appro-
priate, the Secretary shall take reasonable steps to make 
mortgage software systems certified pursuant to this para-
graph widely available through the Internet and at public 
locations, including public libraries, senior-citizen centers, 
public housing sites, offices of public housing agencies that 
administer rental housing assistance vouchers, and housing 
counseling centers. 
‘‘(D) BUDGET COMPLIANCE.—This paragraph shall be 
effective only to the extent that amounts to carry out 
this paragraph are made available in advance in appropria-
tions Acts. 
‘‘(4) NATIONAL PUBLIC SERVICE MULTIMEDIA CAMPAIGNS TO 
PROMOTE HOUSING COUNSELING.— 
‘‘(A) IN GENERAL.—The Director of Housing Counseling 
shall develop, implement, and conduct national public 
service multimedia campaigns designed to make persons 
facing 
mortgage 
foreclosure, 
persons 
considering 
a 
subprime mortgage loan to purchase a home, elderly per-
sons, persons who face language barriers, low-income per-
sons, minorities, and other potentially vulnerable con-
sumers aware that it is advisable, before seeking or 
maintaining a residential mortgage loan, to obtain 
homeownership counseling from an unbiased and reliable 
Web posting. 
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124 STAT. 2169 
PUBLIC LAW 111–203—JULY 21, 2010 
sources and that such homeownership counseling is avail-
able, including through programs sponsored by the Sec-
retary of Housing and Urban Development. 
‘‘(B) CONTACT
INFORMATION.—Each segment of the 
multimedia campaign under subparagraph (A) shall pub-
licize the toll-free telephone number and website of the 
Department of Housing and Urban Development through 
which persons seeking housing counseling can locate a 
housing counseling agency in their State that is certified 
by the Secretary of Housing and Urban Development and 
can provide advice on buying a home, renting, defaults, 
foreclosures, credit issues, and reverse mortgages. 
‘‘(C) AUTHORIZATION
OF
APPROPRIATIONS.—There are 
authorized to be appropriated to the Secretary, not to 
exceed $3,000,000 for fiscal years 2009, 2010, and 2011, 
for the development, implementation, and conduct of 
national public service multimedia campaigns under this 
paragraph. 
‘‘(D) FORECLOSURE RESCUE EDUCATION PROGRAMS.— 
‘‘(i) IN GENERAL.—Ten percent of any funds appro-
priated pursuant to the authorization under subpara-
graph (C) shall be used by the Director of Housing 
Counseling to conduct an education program in areas 
that have a high density of foreclosure. Such program 
shall involve direct mailings to persons living in such 
areas describing— 
‘‘(I) tips on avoiding foreclosure rescue scams; 
‘‘(II) tips on avoiding predatory lending mort-
gage agreements; 
‘‘(III) tips on avoiding for-profit foreclosure 
counseling services; and 
‘‘(IV) local counseling resources that are 
approved by the Department of Housing and 
Urban Development. 
‘‘(ii) PROGRAM EMPHASIS.—In conducting the edu-
cation program described under clause (i), the Director 
of Housing Counseling shall also place an emphasis 
on serving communities that have a high percentage 
of retirement communities or a high percentage of 
low-income minority communities. 
‘‘(iii) TERMS
DEFINED.—For purposes of this 
subparagraph: 
‘‘(I) HIGH DENSITY OF FORECLOSURES.—An area 
has a ‘high density of foreclosures’ if such area 
is one of the metropolitan statistical areas (as that 
term is defined by the Director of the Office of 
Management and Budget) with the highest home 
foreclosure rates. 
‘‘(II) 
HIGH
PERCENTAGE
OF
RETIREMENT 
COMMUNITIES.—An area has a ‘high percentage of 
retirement communities’ if such area is one of the 
metropolitan statistical areas (as that term is 
defined by the Director of the Office of Manage-
ment and Budget) with the highest percentage 
of residents aged 65 or older. 
‘‘(III) HIGH
PERCENTAGE
OF
LOW-INCOME 
MINORITY
COMMUNITIES.—An area has a ‘high 
Public 
information. 
Web posting. 
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124 STAT. 2170 
PUBLIC LAW 111–203—JULY 21, 2010 
percentage of low-income minority communities’ 
if such area contains a higher-than-normal 
percentage of residents who are both minorities 
and low-income, as defined by the Director of 
Housing Counseling. 
‘‘(5) EDUCATION PROGRAMS.—The Secretary shall provide 
advice and technical assistance to States, units of general local 
government, 
and 
nonprofit 
organizations 
regarding 
the 
establishment and operation of, including assistance with the 
development of content and materials for, educational programs 
to inform and educate consumers, particularly those most 
vulnerable with respect to residential mortgage loans (such 
as elderly persons, persons facing language barriers, low-income 
persons, minorities, and other potentially vulnerable con-
sumers), regarding home mortgages, mortgage refinancing, 
home equity loans, home repair loans, and where appropriate 
by region, any requirements and costs associated with obtaining 
flood or other disaster-specific insurance coverage.’’. 
(b) CONFORMING
AMENDMENTS
TO
GRANT
PROGRAM
FOR 
HOMEOWNERSHIP
COUNSELING
ORGANIZATIONS.—Section 
106(c)(5)(A)(ii) of the Housing and Urban Development Act of 1968 
(12 U.S.C. 1701x(c)(5)(A)(ii)) is amended— 
(1) in subclause (III), by striking ‘‘and’’ at the end; 
(2) in subclause (IV) by striking the period at the end 
and inserting ‘‘; and’’; and 
(3) by inserting after subclause (IV) the following new 
subclause: 
‘‘(V) notify the housing or mortgage applicant 
of the availability of mortgage software systems 
provided pursuant to subsection (g)(3).’’. 
SEC. 1444. GRANTS FOR HOUSING COUNSELING ASSISTANCE. 
Section 106(a) of the Housing and Urban Development Act 
of 1968 (12 U.S.C. 1701x(a)) is amended by adding at the end 
the following new paragraph: 
‘‘(4) HOMEOWNERSHIP AND RENTAL COUNSELING ASSISTANCE.— 
‘‘(A) IN
GENERAL.—The Secretary shall make financial 
assistance available under this paragraph to HUD-approved 
housing counseling agencies and State housing finance agen-
cies. 
‘‘(B) QUALIFIED ENTITIES.—The Secretary shall establish 
standards and guidelines for eligibility of organizations 
(including governmental and nonprofit organizations) to receive 
assistance under this paragraph, in accordance with subpara-
graph (D). 
‘‘(C) DISTRIBUTION.—Assistance made available under this 
paragraph shall be distributed in a manner that encourages 
efficient and successful counseling programs and that ensures 
adequate distribution of amounts for rural areas having 
traditionally low levels of access to such counseling services, 
including areas with insufficient access to the Internet. In 
distributing such assistance, the Secretary may give priority 
consideration to entities serving areas with the highest home 
foreclosure rates. 
‘‘(D) LIMITATION ON DISTRIBUTION OF ASSISTANCE.— 
‘‘(i) IN GENERAL.—None of the amounts made available 
under this paragraph shall be distributed to— 
Standards. 
Guidelines. 
Notification. 
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124 STAT. 2171 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(I) any organization which has been convicted 
for a violation under Federal law relating to an election 
for Federal office; or 
‘‘(II) any organization which employs applicable 
individuals. 
‘‘(ii) DEFINITION OF APPLICABLE INDIVIDUALS.—In this 
subparagraph, the term ‘applicable individual’ means an 
individual who— 
‘‘(I) is— 
‘‘(aa) employed by the organization in a perma-
nent or temporary capacity; 
‘‘(bb) contracted or retained by the organiza-
tion; or 
‘‘(cc) acting on behalf of, or with the express 
or apparent authority of, the organization; and 
‘‘(II) has been convicted for a violation under Fed-
eral law relating to an election for Federal office. 
‘‘(E) GRANTMAKING PROCESS.—In making assistance avail-
able under this paragraph, the Secretary shall consider appro-
priate ways of streamlining and improving the processes for 
grant application, review, approval, and award. 
‘‘(F) 
AUTHORIZATION
OF
APPROPRIATIONS.—There 
are 
authorized to be appropriated $45,000,000 for each of fiscal 
years 2009 through 2012 for— 
‘‘(i) the operations of the Office of Housing Counseling 
of the Department of Housing and Urban Development; 
‘‘(ii) the responsibilities of the Director of Housing 
Counseling under paragraphs (2) through (5) of subsection 
(g); and 
‘‘(iii) assistance pursuant to this paragraph for entities 
providing homeownership and rental counseling.’’. 
SEC. 1445. REQUIREMENTS TO USE HUD-CERTIFIED COUNSELORS 
UNDER HUD PROGRAMS. 
Section 106(e) of the Housing and Urban Development Act 
of 1968 (12 U.S.C. 1701x(e)) is amended— 
(1) by striking paragraph (1) and inserting the following 
new paragraph: 
‘‘(1) REQUIREMENT FOR ASSISTANCE.—An organization may 
not receive assistance for counseling activities under subsection 
(a)(1)(iii), (a)(2), (a)(4), (c), or (d) of this section, or under section 
101(e), unless the organization, or the individuals through 
which the organization provides such counseling, has been cer-
tified by the Secretary under this subsection as competent 
to provide such counseling.’’; 
(2) in paragraph (2)— 
(A) by inserting ‘‘and for certifying organizations’’ 
before the period at the end of the first sentence; and 
(B) in the second sentence by striking ‘‘for certification’’ 
and inserting ‘‘, for certification of an organization, that 
each individual through which the organization provides 
counseling shall demonstrate, and, for certification of an 
individual,’’; 
(3) in paragraph (3), by inserting ‘‘organizations and’’ before 
‘‘individuals’’; 
(4) by redesignating paragraph (3) as paragraph (5); and 
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124 STAT. 2172 
PUBLIC LAW 111–203—JULY 21, 2010 
(5) by inserting after paragraph (2) the following new para-
graphs: 
‘‘(3) 
REQUIREMENT
UNDER
HUD
PROGRAMS.—Any 
homeownership counseling or rental housing counseling (as 
such terms are defined in subsection (g)(1)) required under, 
or provided in connection with, any program administered by 
the Department of Housing and Urban Development shall be 
provided only by organizations or counselors certified by the 
Secretary under this subsection as competent to provide such 
counseling. 
‘‘(4) OUTREACH.—The Secretary shall take such actions as 
the Secretary considers appropriate to ensure that individuals 
and organizations providing homeownership or rental housing 
counseling are aware of the certification requirements and 
standards of this subsection and of the training and certification 
programs under subsection (f).’’. 
SEC. 1446. STUDY OF DEFAULTS AND FORECLOSURES. 
The Secretary of Housing and Urban Development shall conduct 
an extensive study of the root causes of default and foreclosure 
of home loans, using as much empirical data as are available. 
The study shall also examine the role of escrow accounts in helping 
prime and nonprime borrowers to avoid defaults and foreclosures, 
and the role of computer registries of mortgages, including those 
used for trading mortgage loans. Not later than 12 months after 
the date of the enactment of this Act, the Secretary shall submit 
to the Congress a preliminary report regarding the study. Not 
later than 24 months after such date of enactment, the Secretary 
shall submit a final report regarding the results of the study, 
which shall include any recommended legislation relating to the 
study, and recommendations for best practices and for a process 
to identify populations that need counseling the most. 
SEC. 1447. DEFAULT AND FORECLOSURE DATABASE. 
(a) ESTABLISHMENT.—The Secretary of Housing and Urban 
Development and the Director of the Bureau, in consultation with 
the Federal agencies responsible for regulation of banking and 
financial institutions involved in residential mortgage lending and 
servicing, shall establish and maintain a database of information 
on foreclosures and defaults on mortgage loans for one- to four- 
unit residential properties and shall make such information publicly 
available, subject to subsection (e). 
(b) CENSUS TRACT DATA.—Information in the database may 
be collected, aggregated, and made available on a census tract 
basis. 
(c) REQUIREMENTS.—Information collected and made available 
through the database shall include— 
(1) the number and percentage of such mortgage loans 
that are delinquent by more than 30 days; 
(2) the number and percentage of such mortgage loans 
that are delinquent by more than 90 days; 
(3) the number and percentage of such properties that 
are real estate-owned; 
(4) number and percentage of such mortgage loans that 
are in the foreclosure process; 
(5) the number and percentage of such mortgage loans 
that have an outstanding principal obligation amount that is 
greater than the value of the property for which the loan 
was made; and 
Public 
information. 
12 USC 1701p–2. 
Deadlines. 
Reports. 
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124 STAT. 2173 
PUBLIC LAW 111–203—JULY 21, 2010 
(6) such other information as the Secretary of Housing 
and Urban Development and the Director of the Bureau con-
sider appropriate. 
(d) RULE OF CONSTRUCTION.—Nothing in this section shall be 
construed to encourage discriminatory or unsound allocation of 
credit or lending policies or practices. 
(e) PRIVACY
AND
CONFIDENTIALITY.—In establishing and 
maintaining the database described in subsection (a), the Secretary 
of Housing and Urban Development and the Director of the Bureau 
shall— 
(1) be subject to the standards applicable to Federal agen-
cies for the protection of the confidentiality of personally identi-
fiable information and for data security and integrity; 
(2) implement the necessary measures to conform to the 
standards for data integrity and security described in paragraph 
(1); and 
(3) collect and make available information under this sec-
tion, in accordance with paragraphs (5) and (6) of section 
1022(c) and the rules prescribed under such paragraphs, in 
order to protect privacy and confidentiality. 
SEC. 1448. DEFINITIONS FOR COUNSELING-RELATED PROGRAMS. 
Section 106 of the Housing and Urban Development Act of 
1968 (12 U.S.C. 1701x), as amended by the preceding provisions 
of this subtitle, is amended by adding at the end the following 
new subsection: 
‘‘(h) DEFINITIONS.—For purposes of this section: 
‘‘(1) 
NONPROFIT
ORGANIZATION.—The 
term 
‘nonprofit 
organization’ has the meaning given such term in section 104(5) 
of the Cranston-Gonzalez National Affordable Housing Act (42 
U.S.C. 12704(5)), except that subparagraph (D) of such section 
shall not apply for purposes of this section. 
‘‘(2) STATE.—The term ‘State’ means each of the several 
States, the Commonwealth of Puerto Rico, the District of 
Columbia, the Commonwealth of the Northern Mariana Islands, 
Guam, the Virgin Islands, American Samoa, the Trust Terri-
tories of the Pacific, or any other possession of the United 
States. 
‘‘(3) UNIT OF GENERAL LOCAL GOVERNMENT.—The term ‘unit 
of general local government’ means any city, county, parish, 
town, township, borough, village, or other general purpose polit-
ical subdivision of a State. 
‘‘(4) HUD-APPROVED
COUNSELING
AGENCY.—The term 
‘HUD-approved counseling agency’ means a private or public 
nonprofit organization that is— 
‘‘(A) exempt from taxation under section 501(c) of the 
Internal Revenue Code of 1986; and 
‘‘(B) certified by the Secretary to provide housing coun-
seling services. 
‘‘(5) STATE
HOUSING
FINANCE
AGENCY.—The term ‘State 
housing finance agency’ means any public body, agency, or 
instrumentality specifically created under State statute that 
is authorised to finance activities designed to provide housing 
and related facilities throughout an entire State through land 
acquisition, construction, or rehabilitation.’’. 
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124 STAT. 2174 
PUBLIC LAW 111–203—JULY 21, 2010 
SEC. 1449. ACCOUNTABILITY AND TRANSPARENCY FOR GRANT RECIPI-
ENTS. 
Section 106 of the Housing and Urban Development Act of 
1968 (12 U.S.C. 1701x), as amended by the preceding provisions 
of this subtitle, is amended by adding at the end the following: 
‘‘(i) ACCOUNTABILITY
FOR RECIPIENTS
OF COVERED ASSIST-
ANCE.— 
‘‘(1) TRACKING OF FUNDS.—The Secretary shall— 
‘‘(A) develop and maintain a system to ensure that 
any organization or entity that receives any covered assist-
ance uses all amounts of covered assistance in accordance 
with this section, the regulations issued under this section, 
and any requirements or conditions under which such 
amounts were provided; and 
‘‘(B) require any organization or entity, as a condition 
of receipt of any covered assistance, to agree to comply 
with such requirements regarding covered assistance as 
the Secretary shall establish, which shall include— 
‘‘(i) appropriate periodic financial and grant 
activity reporting, record retention, and audit require-
ments for the duration of the covered assistance to 
the organization or entity to ensure compliance with 
the limitations and requirements of this section, the 
regulations under this section, and any requirements 
or conditions under which such amounts were provided; 
and 
‘‘(ii) any other requirements that the Secretary 
determines are necessary to ensure appropriate 
administration and compliance. 
‘‘(2) MISUSE OF FUNDS.—If any organization or entity that 
receives any covered assistance is determined by the Secretary 
to have used any covered assistance in a manner that is materi-
ally in violation of this section, the regulations issued under 
this section, or any requirements or conditions under which 
such assistance was provided— 
‘‘(A) the Secretary shall require that, within 12 months 
after the determination of such misuse, the organization 
or entity shall reimburse the Secretary for such misused 
amounts and return to the Secretary any such amounts 
that remain unused or uncommitted for use; and 
‘‘(B) such organization or entity shall be ineligible, 
at any time after such determination, to apply for or receive 
any further covered assistance. 
The remedies under this paragraph are in addition to any 
other remedies that may be available under law. 
‘‘(3) COVERED ASSISTANCE.—For purposes of this subsection, 
the term ‘covered assistance’ means any grant or other financial 
assistance provided under this section.’’. 
SEC. 1450. UPDATING AND SIMPLIFICATION OF MORTGAGE INFORMA-
TION BOOKLET. 
Section 5 of the Real Estate Settlement Procedures Act of 
1974 (12 U.S.C. 2604) is amended— 
(1) in the section heading, by striking ‘‘SPECIAL’’ and 
inserting ‘‘HOME BUYING’’; 
(2) by striking subsections (a) and (b) and inserting the 
following new subsections: 
Definition. 
Deadline. 
Reimbursement. 
Reports. 
Records. 
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124 STAT. 2175 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(a) PREPARATION
AND DISTRIBUTION.—The Director of the 
Bureau of Consumer Financial Protection (hereafter in this section 
referred to as the ‘Director’) shall prepare, at least once every 
5 years, a booklet to help consumers applying for federally related 
mortgage loans to understand the nature and costs of real estate 
settlement services. The Director shall prepare the booklet in var-
ious languages and cultural styles, as the Director determines to 
be appropriate, so that the booklet is understandable and accessible 
to homebuyers of different ethnic and cultural backgrounds. The 
Director shall distribute such booklets to all lenders that make 
federally related mortgage loans. The Director shall also distribute 
to such lenders lists, organized by location, of homeownership coun-
selors certified under section 106(e) of the Housing and Urban 
Development Act of 1968 (12 U.S.C. 1701x(e)) for use in complying 
with the requirement under subsection (c) of this section. 
‘‘(b) CONTENTS.—Each booklet shall be in such form and detail 
as the Director shall prescribe and, in addition to such other 
information as the Director may provide, shall include in plain 
and understandable language the following information: 
‘‘(1) A description and explanation of the nature and pur-
pose of the costs incident to a real estate settlement or a 
federally related mortgage loan. The description and expla-
nation shall provide general information about the mortgage 
process as well as specific information concerning, at a min-
imum— 
‘‘(A) balloon payments; 
‘‘(B) prepayment penalties; 
‘‘(C) the advantages of prepayment; and 
‘‘(D) the trade-off between closing costs and the interest 
rate over the life of the loan. 
‘‘(2) An explanation and sample of the uniform settlement 
statement required by section 4. 
‘‘(3) A list and explanation of lending practices, including 
those prohibited by the Truth in Lending Act or other applicable 
Federal law, and of other unfair practices and unreasonable 
or unnecessary charges to be avoided by the prospective buyer 
with respect to a real estate settlement. 
‘‘(4) A list and explanation of questions a consumer 
obtaining a federally related mortgage loan should ask 
regarding the loan, including whether the consumer will have 
the ability to repay the loan, whether the consumer sufficiently 
shopped for the loan, whether the loan terms include prepay-
ment penalties or balloon payments, and whether the loan 
will benefit the borrower. 
‘‘(5) An explanation of the right of rescission as to certain 
transactions provided by sections 125 and 129 of the Truth 
in Lending Act. 
‘‘(6) A brief explanation of the nature of a variable rate 
mortgage and a reference to the booklet entitled ‘Consumer 
Handbook on Adjustable Rate Mortgages’, published by the 
Director, or to any suitable substitute of such booklet that 
the Director may subsequently adopt pursuant to such section. 
‘‘(7) A brief explanation of the nature of a home equity 
line of credit and a reference to the pamphlet required to 
be provided under section 127A of the Truth in Lending Act. 
‘‘(8) Information about homeownership counseling services 
made available pursuant to section 106(a)(4) of the Housing 
List. 
List. 
Lists. 
Deadline. 
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124 STAT. 2176 
PUBLIC LAW 111–203—JULY 21, 2010 
and Urban Development Act of 1968 (12 U.S.C. 1701x(a)(4)), 
a recommendation that the consumer use such services, and 
notification that a list of certified providers of homeownership 
counseling in the area, and their contact information, is avail-
able. 
‘‘(9) An explanation of the nature and purpose of escrow 
accounts when used in connection with loans secured by resi-
dential real estate and the requirements under section 10 of 
this Act regarding such accounts. 
‘‘(10) An explanation of the choices available to buyers 
of residential real estate in selecting persons to provide nec-
essary services incidental to a real estate settlement. 
‘‘(11) An explanation of a consumer’s responsibilities, liabil-
ities, and obligations in a mortgage transaction. 
‘‘(12) An explanation of the nature and purpose of real 
estate appraisals, including the difference between an appraisal 
and a home inspection. 
‘‘(13) Notice that the Office of Housing of the Department 
of Housing and Urban Development has made publicly available 
a brochure regarding loan fraud and a World Wide Web address 
and toll-free telephone number for obtaining the brochure. 
The booklet prepared pursuant to this section shall take into consid-
eration differences in real estate settlement procedures that may 
exist among the several States and territories of the United States 
and among separate political subdivisions within the same State 
and territory.’’; 
(3) in subsection (c), by inserting at the end the following 
new sentence: ‘‘Each lender shall also include with the booklet 
a reasonably complete or updated list of homeownership coun-
selors who are certified pursuant to section 106(e) of the 
Housing and Urban Development Act of 1968 (12 U.S.C. 
1701x(e)) and located in the area of the lender.’’; and 
(4) in subsection (d), by inserting after the period at the 
end of the first sentence the following: ‘‘The lender shall provide 
the booklet in the version that is most appropriate for the 
person receiving it.’’. 
SEC. 1451. HOME INSPECTION COUNSELING. 
(a) PUBLIC OUTREACH.— 
(1) IN
GENERAL.—The Secretary of Housing and Urban 
Development (in this section referred to as the ‘‘Secretary’’) 
shall take such actions as may be necessary to inform potential 
homebuyers of the availability and importance of obtaining 
an independent home inspection. Such actions shall include— 
(A) publication of the HUD/FHA form HUD 92564– 
CN entitled ‘‘For Your Protection: Get a Home Inspection’’, 
in both English and Spanish languages; 
(B) publication of the HUD/FHA booklet entitled ‘‘For 
Your Protection: Get a Home Inspection’’, in both English 
and Spanish languages; 
(C) development and publication of a HUD booklet 
entitled ‘‘For Your Protection—Get a Home Inspection’’ that 
does not reference FHA-insured homes, in both English 
and Spanish languages; and 
(D) publication of the HUD document entitled ‘‘Ten 
Important Questions To Ask Your Home Inspector’’, in 
both English and Spanish languages. 
12 USC 1701x–1. 
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124 STAT. 2177 
PUBLIC LAW 111–203—JULY 21, 2010 
(2) AVAILABILITY.—The Secretary shall make the materials 
specified in paragraph (1) available for electronic access and, 
where appropriate, inform potential homebuyers of such avail-
ability through home purchase counseling public service 
announcements and toll-free telephone hotlines of the Depart-
ment of Housing and Urban Development. The Secretary shall 
give special emphasis to reaching first-time and low-income 
homebuyers with these materials and efforts. 
(3) UPDATING.—The Secretary may periodically update and 
revise such materials, as the Secretary determines to be appro-
priate. 
(b) REQUIREMENT FOR FHA-APPROVED LENDERS.—Each mort-
gagee approved for participation in the mortgage insurance pro-
grams under title II of the National Housing Act shall provide 
prospective homebuyers, at first contact, whether upon pre-quali-
fication, pre-approval, or initial application, the materials specified 
in subparagraphs (A), (B), and (D) of subsection (a)(1). 
(c) REQUIREMENTS
FOR HUD-APPROVED COUNSELING AGEN-
CIES.—Each counseling agency certified pursuant by the Secretary 
to provide housing counseling services shall provide each of their 
clients, as part of the home purchase counseling process, the mate-
rials specified in subparagraphs (C) and (D) of subsection (a)(1). 
(d) TRAINING.—Training provided the Department of Housing 
and Urban Development for housing counseling agencies, whether 
such training is provided directly by the Department or otherwise, 
shall include— 
(1) providing information on counseling potential home-
buyers of the availability and importance of getting an inde-
pendent home inspection; 
(2) providing information about the home inspection 
process, including the reasons for specific inspections such as 
radon and lead-based paint testing; 
(3) providing information about advising potential home-
buyers on how to locate and select a qualified home inspector; 
and 
(4) review of home inspection public outreach materials 
of the Department. 
SEC. 1452. WARNINGS TO HOMEOWNERS OF FORECLOSURE RESCUE 
SCAMS. 
(a) ASSISTANCE TO NRC.—Notwithstanding any other provision 
of law, of any amounts made available for any fiscal year pursuant 
to section 106(a)(4)(F) of the Housing and Urban Development 
Act of 1968 (12 U.S.C. 1701x(a)(4)(F)) (as added by section 1444), 
10 percent shall be used only for assistance to the Neighborhood 
Reinvestment Corporation for activities, in consultation with 
servicers of residential mortgage loans, to provide notice to bor-
rowers under such loans who are delinquent with respect to pay-
ments due under such loans that makes such borrowers aware 
of the dangers of fraudulent activities associated with foreclosure. 
(b) NOTICE.—The Neighborhood Reinvestment Corporation, in 
consultation with servicers of residential mortgage loans, shall use 
the amounts provided pursuant to subsection (a) to carry out activi-
ties to inform borrowers under residential mortgage loans— 
(1) that the foreclosure process is complex and can be 
confusing; 
Notice. 
42 USC 8108. 
Public 
information. 
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124 STAT. 2178 
PUBLIC LAW 111–203—JULY 21, 2010 
(2) that the borrower may be approached during the fore-
closure process by persons regarding saving their home and 
they should use caution in any such dealings; 
(3) that there are Federal Government and nonprofit agen-
cies that may provide information about the foreclosure process, 
including the Department of Housing and Urban Development; 
(4) that they should contact their lender immediately, con-
tact the Department of Housing and Urban Development to 
find a housing counseling agency certified by the Department 
to assist in avoiding foreclosure, or visit the Department’s 
website regarding tips for avoiding foreclosure; and 
(5) of the telephone number of the loan servicer or suc-
cessor, the telephone number of the Department of Housing 
and Urban Development housing counseling line, and the Uni-
form Resource Locators (URLs) for the Department of Housing 
and Urban Development Web sites for housing counseling and 
for tips for avoiding foreclosure. 
Subtitle E—Mortgage Servicing 
SEC. 1461. ESCROW AND IMPOUND ACCOUNTS RELATING TO CERTAIN 
CONSUMER CREDIT TRANSACTIONS. 
(a) IN GENERAL.—Chapter 2 of the Truth in Lending Act (15 
U.S.C. 1631 et seq.) is amended by inserting after section 129C 
(as added by section 1411) the following new section: 
‘‘§ 129D. Escrow or impound accounts relating to certain con-
sumer credit transactions 
‘‘(a) IN GENERAL.—Except as provided in subsection (b), (c), 
(d), or (e), a creditor, in connection with the consummation of 
a consumer credit transaction secured by a first lien on the principal 
dwelling of the consumer, other than a consumer credit transaction 
under an open end credit plan or a reverse mortgage, shall establish, 
before the consummation of such transaction, an escrow or impound 
account for the payment of taxes and hazard insurance, and, if 
applicable, flood insurance, mortgage insurance, ground rents, and 
any other required periodic payments or premiums with respect 
to the property or the loan terms, as provided in, and in accordance 
with, this section. 
‘‘(b) WHEN REQUIRED.—No impound, trust, or other type of 
account for the payment of property taxes, insurance premiums, 
or other purposes relating to the property may be required as 
a condition of a real property sale contract or a loan secured 
by a first deed of trust or mortgage on the principal dwelling 
of the consumer, other than a consumer credit transaction under 
an open end credit plan or a reverse mortgage, except when— 
‘‘(1) any such impound, trust, or other type of escrow or 
impound account for such purposes is required by Federal 
or State law; 
‘‘(2) a loan is made, guaranteed, or insured by a State 
or Federal governmental lending or insuring agency; 
‘‘(3) the transaction is secured by a first mortgage or lien 
on the consumer’s principal dwelling having an original prin-
cipal obligation amount that— 
‘‘(A) does not exceed the amount of the maximum 
limitation on the original principal obligation of mortgage 
15 USC 1639d. 
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124 STAT. 2179 
PUBLIC LAW 111–203—JULY 21, 2010 
in effect for a residence of the applicable size, as of the 
date such interest rate set, pursuant to the sixth sentence 
of section 305(a)(2) the Federal Home Loan Mortgage Cor-
poration Act (12 U.S.C. 1454(a)(2)), and the annual percent-
age rate will exceed the average prime offer rate as defined 
in section 129C by 1.5 or more percentage points; or 
‘‘(B) exceeds the amount of the maximum limitation 
on the original principal obligation of mortgage in effect 
for a residence of the applicable size, as of the date such 
interest rate set, pursuant to the sixth sentence of section 
305(a)(2) the Federal Home Loan Mortgage Corporation 
Act (12 U.S.C. 1454(a)(2)), and the annual percentage rate 
will exceed the average prime offer rate as defined in 
section 129C by 2.5 or more percentage points; or 
‘‘(4) so required pursuant to regulation. 
‘‘(c) EXEMPTIONS.—The Board may, by regulation, exempt from 
the requirements of subsection (a) a creditor that— 
‘‘(1) operates predominantly in rural or underserved areas; 
‘‘(2) together with all affiliates, has total annual mortgage 
loan originations that do not exceed a limit set by the Board; 
‘‘(3) retains its mortgage loan originations in portfolio; and 
‘‘(4) meets any asset size threshold and any other criteria 
the Board may establish, consistent with the purposes of this 
subtitle. 
‘‘(d) 
DURATION
OF
MANDATORY
ESCROW
OR
IMPOUND 
ACCOUNT.—An escrow or impound account established pursuant 
to subsection (b) shall remain in existence for a minimum period 
of 5 years, beginning with the date of the consummation of the 
loan, unless and until— 
‘‘(1) such borrower has sufficient equity in the dwelling 
securing the consumer credit transaction so as to no longer 
be required to maintain private mortgage insurance; 
‘‘(2) such borrower is delinquent; 
‘‘(3) such borrower otherwise has not complied with the 
legal obligation, as established by rule; or 
‘‘(4) the underlying mortgage establishing the account is 
terminated. 
‘‘(e) LIMITED EXEMPTIONS FOR LOANS SECURED BY SHARES IN 
A COOPERATIVE
OR
IN WHICH
AN ASSOCIATION MUST MAINTAIN 
A MASTER INSURANCE POLICY.—Escrow accounts need not be estab-
lished for loans secured by shares in a cooperative. Insurance pre-
miums need not be included in escrow accounts for loans secured 
by dwellings or units, where the borrower must join an association 
as a condition of ownership, and that association has an obligation 
to the dwelling or unit owners to maintain a master policy insuring 
the dwellings or units. 
‘‘(f) CLARIFICATION
ON ESCROW ACCOUNTS
FOR LOANS NOT 
MEETING STATUTORY TEST.—For mortgages not covered by the 
requirements of subsection (b), no provision of this section shall 
be construed as precluding the establishment of an impound, trust, 
or other type of account for the payment of property taxes, insurance 
premiums, or other purposes relating to the property— 
‘‘(1) on terms mutually agreeable to the parties to the 
loan; 
‘‘(2) at the discretion of the lender or servicer, as provided 
by the contract between the lender or servicer and the borrower; 
or 
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124 STAT. 2180 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(3) pursuant to the requirements for the escrowing of 
flood insurance payments for regulated lending institutions in 
section 102(d) of the Flood Disaster Protection Act of 1973. 
‘‘(g) ADMINISTRATION
OF MANDATORY ESCROW
OR IMPOUND 
ACCOUNTS.— 
‘‘(1) IN GENERAL.—Except as may otherwise be provided 
for in this title or in regulations prescribed by the Board, 
escrow or impound accounts established pursuant to subsection 
(b) shall be established in a federally insured depository institu-
tion or credit union. 
‘‘(2) ADMINISTRATION.—Except as provided in this section 
or regulations prescribed under this section, an escrow or 
impound account subject to this section shall be administered 
in accordance with— 
‘‘(A) the Real Estate Settlement Procedures Act of 1974 
and regulations prescribed under such Act; 
‘‘(B) the Flood Disaster Protection Act of 1973 and 
regulations prescribed under such Act; and 
‘‘(C) the law of the State, if applicable, where the 
real property securing the consumer credit transaction is 
located. 
‘‘(3) APPLICABILITY OF PAYMENT OF INTEREST.—If prescribed 
by applicable State or Federal law, each creditor shall pay 
interest to the consumer on the amount held in any impound, 
trust, or escrow account that is subject to this section in the 
manner as prescribed by that applicable State or Federal law. 
‘‘(4) PENALTY COORDINATION WITH RESPA.—Any action or 
omission on the part of any person which constitutes a violation 
of the Real Estate Settlement Procedures Act of 1974 or any 
regulation prescribed under such Act for which the person 
has paid any fine, civil money penalty, or other damages shall 
not give rise to any additional fine, civil money penalty, or 
other damages under this section, unless the action or omission 
also constitutes a direct violation of this section. 
‘‘(h) DISCLOSURES
RELATING
TO
MANDATORY
ESCROW
OR 
IMPOUND ACCOUNT.—In the case of any impound, trust, or escrow 
account that is required under subsection (b), the creditor shall 
disclose by written notice to the consumer at least 3 business 
days before the consummation of the consumer credit transaction 
giving rise to such account or in accordance with timeframes estab-
lished in prescribed regulations the following information: 
‘‘(1) The fact that an escrow or impound account will be 
established at consummation of the transaction. 
‘‘(2) The amount required at closing to initially fund the 
escrow or impound account. 
‘‘(3) The amount, in the initial year after the consummation 
of the transaction, of the estimated taxes and hazard insurance, 
including flood insurance, if applicable, and any other required 
periodic payments or premiums that reflects, as appropriate, 
either the taxable assessed value of the real property securing 
the transaction, including the value of any improvements on 
the property or to be constructed on the property (whether 
or not such construction will be financed from the proceeds 
of the transaction) or the replacement costs of the property. 
‘‘(4) The estimated monthly amount payable to be escrowed 
for taxes, hazard insurance (including flood insurance, if 
Notice. 
Deadline. 
Regulations. 
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124 STAT. 2181 
PUBLIC LAW 111–203—JULY 21, 2010 
applicable) and any other required periodic payments or pre-
miums. 
‘‘(5) The fact that, if the consumer chooses to terminate 
the account in the future, the consumer will become responsible 
for the payment of all taxes, hazard insurance, and flood insur-
ance, if applicable, as well as any other required periodic pay-
ments or premiums on the property unless a new escrow or 
impound account is established. 
‘‘(6) Such other information as the Board determines nec-
essary for the protection of the consumer. 
‘‘(i) DEFINITIONS.—For purposes of this section, the following 
definitions shall apply: 
‘‘(1) FLOOD INSURANCE.—The term ‘flood insurance’ means 
flood insurance coverage provided under the national flood 
insurance program pursuant to the National Flood Insurance 
Act of 1968. 
‘‘(2) HAZARD INSURANCE.—The term ‘hazard insurance’ shall 
have the same meaning as provided for ‘hazard insurance’, 
‘casualty insurance’, ‘homeowner’s insurance’, or other similar 
term under the law of the State where the real property 
securing the consumer credit transaction is located.’’. 
(b) EXEMPTIONS AND MODIFICATIONS.—The Board may prescribe 
rules that revise, add to, or subtract from the criteria of section 
129D(b) of the Truth in Lending Act if the Board determines that 
such rules are in the interest of consumers and in the public 
interest. 
(c) CLERICAL AMENDMENT.—The table of sections for chapter 
2 of the Truth in Lending Act is amended by inserting after the 
item relating to section 129C (as added by section 1411) the fol-
lowing new item: 
‘‘129D. Escrow or impound accounts relating to certain consumer credit trans-
actions.’’. 
SEC. 1462. DISCLOSURE NOTICE REQUIRED FOR CONSUMERS WHO 
WAIVE ESCROW SERVICES. 
Section 129D of the Truth in Lending Act (as added by section 
1461) is amended by adding at the end the following new subsection: 
‘‘(j) DISCLOSURE NOTICE REQUIRED FOR CONSUMERS WHO WAIVE 
ESCROW SERVICES.— 
‘‘(1) IN GENERAL.—If— 
‘‘(A) an impound, trust, or other type of account for 
the payment of property taxes, insurance premiums, or 
other purposes relating to real property securing a con-
sumer credit transaction is not established in connection 
with the transaction; or 
‘‘(B) a consumer chooses, and provides written notice 
to the creditor or servicer of such choice, at any time 
after such an account is established in connection with 
any such transaction and in accordance with any statute, 
regulation, or contractual agreement, to close such account, 
the creditor or servicer shall provide a timely and clearly writ-
ten disclosure to the consumer that advises the consumer of 
the responsibilities of the consumer and implications for the 
consumer in the absence of any such account. 
‘‘(2) DISCLOSURE REQUIREMENTS.—Any disclosure provided 
to a consumer under paragraph (1) shall include the following: 
15 USC 1639d. 
15 USC 1639d 
note. 
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124 STAT. 2182 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(A) Information concerning any applicable fees or costs 
associated with either the non-establishment of any such 
account at the time of the transaction, or any subsequent 
closure of any such account. 
‘‘(B) A clear and prominent statement that the con-
sumer is responsible for personally and directly paying 
the non-escrowed items, in addition to paying the mortgage 
loan payment, in the absence of any such account, and 
the fact that the costs for taxes, insurance, and related 
fees can be substantial. 
‘‘(C) A clear explanation of the consequences of any 
failure to pay non-escrowed items, including the possible 
requirement for the forced placement of insurance by the 
creditor or servicer and the potentially higher cost 
(including any potential commission payments to the 
servicer) or reduced coverage for the consumer in the event 
of any such creditor-placed insurance. 
‘‘(D) Such other information as the Board determines 
necessary for the protection of the consumer.’’. 
SEC. 1463. REAL ESTATE SETTLEMENT PROCEDURES ACT OF 1974 
AMENDMENTS. 
(a) SERVICER PROHIBITIONS.—Section 6 of the Real Estate 
Settlement Procedures Act of 1974 (12 U.S.C. 2605) is amended 
by adding at the end the following new subsections: 
‘‘(k) SERVICER PROHIBITIONS.— 
‘‘(1) IN GENERAL.—A servicer of a federally related mortgage 
shall not— 
‘‘(A) obtain force-placed hazard insurance unless there 
is a reasonable basis to believe the borrower has failed 
to comply with the loan contract’s requirements to maintain 
property insurance; 
‘‘(B) charge fees for responding to valid qualified writ-
ten requests (as defined in regulations which the Bureau 
of Consumer Financial Protection shall prescribe) under 
this section; 
‘‘(C) fail to take timely action to respond to a borrower’s 
requests to correct errors relating to allocation of payments, 
final balances for purposes of paying off the loan, or 
avoiding foreclosure, or other standard servicer’s duties; 
‘‘(D) fail to respond within 10 business days to a 
request from a borrower to provide the identity, address, 
and other relevant contact information about the owner 
or assignee of the loan; or 
‘‘(E) fail to comply with any other obligation found 
by the Bureau of Consumer Financial Protection, by regula-
tion, to be appropriate to carry out the consumer protection 
purposes of this Act. 
‘‘(2) FORCE-PLACED INSURANCE DEFINED.—For purposes of 
this subsection and subsections (l) and (m), the term ‘force- 
placed insurance’ means hazard insurance coverage obtained 
by a servicer of a federally related mortgage when the borrower 
has failed to maintain or renew hazard insurance on such 
property as required of the borrower under the terms of the 
mortgage. 
‘‘(l) REQUIREMENTS FOR FORCE-PLACED INSURANCE.—A servicer 
of a federally related mortgage shall not be construed as having 
Deadline. 
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124 STAT. 2183 
PUBLIC LAW 111–203—JULY 21, 2010 
a reasonable basis for obtaining force-placed insurance unless the 
requirements of this subsection have been met. 
‘‘(1) WRITTEN NOTICES TO BORROWER.—A servicer may not 
impose any charge on any borrower for force-placed insurance 
with respect to any property securing a federally related mort-
gage unless— 
‘‘(A) the servicer has sent, by first-class mail, a written 
notice to the borrower containing— 
‘‘(i) a reminder of the borrower’s obligation to main-
tain hazard insurance on the property securing the 
federally related mortgage; 
‘‘(ii) a statement that the servicer does not have 
evidence of insurance coverage of such property; 
‘‘(iii) a clear and conspicuous statement of the 
procedures by which the borrower may demonstrate 
that the borrower already has insurance coverage; and 
‘‘(iv) a statement that the servicer may obtain such 
coverage at the borrower’s expense if the borrower 
does not provide such demonstration of the borrower’s 
existing coverage in a timely manner; 
‘‘(B) the servicer has sent, by first-class mail, a second 
written notice, at least 30 days after the mailing of the 
notice under subparagraph (A) that contains all the 
information described in each clause of such subparagraph; 
and 
‘‘(C) the servicer has not received from the borrower 
any demonstration of hazard insurance coverage for the 
property securing the mortgage by the end of the 15-day 
period beginning on the date the notice under subparagraph 
(B) was sent by the servicer. 
‘‘(2) SUFFICIENCY OF DEMONSTRATION.—A servicer of a fed-
erally related mortgage shall accept any reasonable form of 
written confirmation from a borrower of existing insurance 
coverage, which shall include the existing insurance policy 
number along with the identity of, and contact information 
for, the insurance company or agent, or as otherwise required 
by the Bureau of Consumer Financial Protection. 
‘‘(3) TERMINATION OF FORCE-PLACED INSURANCE.—Within 
15 days of the receipt by a servicer of confirmation of a bor-
rower’s existing insurance coverage, the servicer shall— 
‘‘(A) terminate the force-placed insurance; and 
‘‘(B) refund to the consumer all force-placed insurance 
premiums paid by the borrower during any period during 
which the borrower’s insurance coverage and the force- 
placed insurance coverage were each in effect, and any 
related fees charged to the consumer’s account with respect 
to the force-placed insurance during such period. 
‘‘(4) CLARIFICATION
WITH
RESPECT
TO
FLOOD
DISASTER 
PROTECTION ACT.—No provision of this section shall be con-
strued as prohibiting a servicer from providing simultaneous 
or concurrent notice of a lack of flood insurance pursuant 
to section 102(e) of the Flood Disaster Protection Act of 1973. 
‘‘(m) LIMITATIONS
ON FORCE-PLACED INSURANCE CHARGES.— 
All charges, apart from charges subject to State regulation as the 
business of insurance, related to force-placed insurance imposed 
on the borrower by or through the servicer shall be bona fide 
and reasonable.’’. 
Deadline. 
Time period. 
Deadline. 
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124 STAT. 2184 
PUBLIC LAW 111–203—JULY 21, 2010 
(b) INCREASE IN PENALTY AMOUNTS.—Section 6(f) of the Real 
Estate Settlement Procedures Act of 1974 (12 U.S.C. 2605(f)) is 
amended— 
(1) in paragraphs (1)(B) and (2)(B), by striking ‘‘$1,000’’ 
each place such term appears and inserting ‘‘$2,000’’; and 
(2) in paragraph (2)(B)(i), by striking ‘‘$500,000’’ and 
inserting ‘‘$1,000,000’’. 
(c) DECREASE IN RESPONSE TIMES.—Section 6(e) of the Real 
Estate Settlement Procedures Act of 1974 (12 U.S.C. 2605(e)) is 
amended— 
(1) in paragraph (1)(A), by striking ‘‘20 days’’ and inserting 
‘‘5 days’’; 
(2) in paragraph (2), by striking ‘‘60 days’’ and inserting 
‘‘30 days’’; and 
(3) by adding at the end the following new paragraph: 
‘‘(4) LIMITED EXTENSION OF RESPONSE TIME.—The 30-day 
period described in paragraph (2) may be extended for not 
more than 15 days if, before the end of such 30-day period, 
the servicer notifies the borrower of the extension and the 
reasons for the delay in responding.’’. 
(d) PROMPT REFUND OF ESCROW ACCOUNTS UPON PAYOFF.— 
Section 6(g) of the Real Estate Settlement Procedures Act of 1974 
(12 U.S.C. 2605(g)) is amended by adding at the end the following 
new sentence: ‘‘Any balance in any such account that is within 
the servicer’s control at the time the loan is paid off shall be 
promptly returned to the borrower within 20 business days or 
credited to a similar account for a new mortgage loan to the bor-
rower with the same lender.’’. 
SEC. 1464. TRUTH IN LENDING ACT AMENDMENTS. 
(a) REQUIREMENTS FOR PROMPT CREDITING OF HOME LOAN PAY-
MENTS.—Chapter 2 of the Truth in Lending Act (15 U.S.C. 1631 
et seq.) is amended by inserting after section 129E (as added 
by section 1472) the following new section: 
‘‘§ 129F. Requirements for prompt crediting of home loan 
payments 
‘‘(a) IN GENERAL.—In connection with a consumer credit trans-
action secured by a consumer’s principal dwelling, no servicer shall 
fail to credit a payment to the consumer’s loan account as of 
the date of receipt, except when a delay in crediting does not 
result in any charge to the consumer or in the reporting of negative 
information to a consumer reporting agency, except as required 
in subsection (b). 
‘‘(b) EXCEPTION.—If a servicer specifies in writing requirements 
for the consumer to follow in making payments, but accepts a 
payment that does not conform to the requirements, the servicer 
shall credit the payment as of 5 days after receipt.’’. 
(b) REQUESTS FOR PAYOFF AMOUNTS.—Chapter 2 of the Truth 
in Lending Act (15 U.S.C. 1631 et seq.), as amended by this title, 
is amended by inserting after section 129F (as added by subsection 
(a)) the following new section: 
‘‘§ 129G. Requests for payoff amounts of home loan 
‘‘A creditor or servicer of a home loan shall send an accurate 
payoff balance within a reasonable time, but in no case more 
Deadline. 
15 USC 1639g. 
15 USC 1639f. 
Deadline. 
Deadline. 
Notification. 
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124 STAT. 2185 
PUBLIC LAW 111–203—JULY 21, 2010 
than 7 business days, after the receipt of a written request for 
such balance from or on behalf of the borrower.’’. 
SEC. 1465. ESCROWS INCLUDED IN REPAYMENT ANALYSIS. 
Section 128(b) of the Truth in Lending Act (15 U.S.C. 1638(b)) 
is amended by adding at the end the following new paragraph: 
‘‘(4) REPAYMENT ANALYSIS REQUIRED TO INCLUDE ESCROW 
PAYMENTS.— 
‘‘(A) IN GENERAL.—In the case of any consumer credit 
transaction secured by a first mortgage or lien on the 
principal dwelling of the consumer, other than a consumer 
credit transaction under an open end credit plan or a 
reverse mortgage, for which an impound, trust, or other 
type of account has been or will be established in connection 
with the transaction for the payment of property taxes, 
hazard and flood (if any) insurance premiums, or other 
periodic payments or premiums with respect to the prop-
erty, the information required to be provided under sub-
section (a) with respect to the number, amount, and due 
dates or period of payments scheduled to repay the total 
of payments shall take into account the amount of any 
monthly payment to such account for each such repayment 
in accordance with section 10(a)(2) of the Real Estate 
Settlement Procedures Act of 1974. 
‘‘(B) ASSESSMENT
VALUE.—The amount taken into 
account under subparagraph (A) for the payment of prop-
erty taxes, hazard and flood (if any) insurance premiums, 
or other periodic payments or premiums with respect to 
the property shall reflect the taxable assessed value of 
the real property securing the transaction after the con-
summation of the transaction, including the value of any 
improvements on the property or to be constructed on 
the property (whether or not such construction will be 
financed from the proceeds of the transaction), if known, 
and the replacement costs of the property for hazard insur-
ance, in the initial year after the transaction.’’. 
Subtitle F—Appraisal Activities 
SEC. 1471. PROPERTY APPRAISAL REQUIREMENTS. 
Chapter 2 of the Truth in Lending Act (15 U.S.C. 1631 et 
seq.) is amended by inserting after 129G (as added by section 
1464(b)) the following new section: 
‘‘§ 129H. Property appraisal requirements 
‘‘(a) IN GENERAL.—A creditor may not extend credit in the 
form of a higher-risk mortgage to any consumer without first 
obtaining a written appraisal of the property to be mortgaged 
prepared in accordance with the requirements of this section. 
‘‘(b) APPRAISAL REQUIREMENTS.— 
‘‘(1) PHYSICAL PROPERTY VISIT.—Subject to the rules pre-
scribed under paragraph (4), an appraisal of property to be 
secured by a higher-risk mortgage does not meet the require-
ment of this section unless it is performed by a certified or 
licensed appraiser who conducts a physical property visit of 
the interior of the mortgaged property. 
‘‘(2) SECOND APPRAISAL UNDER CERTAIN CIRCUMSTANCES.— 
15 USC 1639h. 
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124 STAT. 2186 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(A) IN GENERAL.—If the purpose of a higher-risk mort-
gage is to finance the purchase or acquisition of the mort-
gaged property from a person within 180 days of the pur-
chase or acquisition of such property by that person at 
a price that was lower than the current sale price of the 
property, the creditor shall obtain a second appraisal from 
a different certified or licensed appraiser. The second 
appraisal shall include an analysis of the difference in 
sale prices, changes in market conditions, and any improve-
ments made to the property between the date of the pre-
vious sale and the current sale. 
‘‘(B) NO COST TO APPLICANT.—The cost of any second 
appraisal required under subparagraph (A) may not be 
charged to the applicant. 
‘‘(3) CERTIFIED OR LICENSED APPRAISER DEFINED.—For pur-
poses of this section, the term ‘certified or licensed appraiser’ 
means a person who— 
‘‘(A) is, at a minimum, certified or licensed by the 
State in which the property to be appraised is located; 
and 
‘‘(B) performs each appraisal in conformity with the 
Uniform Standards of Professional Appraisal Practice and 
title XI of the Financial Institutions Reform, Recovery, 
and Enforcement Act of 1989, and the regulations pre-
scribed under such title, as in effect on the date of the 
appraisal. 
‘‘(4) REGULATIONS.— 
‘‘(A) IN GENERAL.—The Board, the Comptroller of the 
Currency, the Federal Deposit Insurance Corporation, the 
National Credit Union Administration Board, the Federal 
Housing Finance Agency, and the Bureau shall jointly pre-
scribe regulations to implement this section. 
‘‘(B) EXEMPTION.—The agencies listed in subparagraph 
(A) may jointly exempt, by rule, a class of loans from 
the requirements of this subsection or subsection (a) if 
the agencies determine that the exemption is in the public 
interest and promotes the safety and soundness of creditors. 
‘‘(c) FREE COPY OF APPRAISAL.—A creditor shall provide 1 copy 
of each appraisal conducted in accordance with this section in 
connection with a higher-risk mortgage to the applicant without 
charge, and at least 3 days prior to the transaction closing date. 
‘‘(d) CONSUMER NOTIFICATION.—At the time of the initial mort-
gage application, the applicant shall be provided with a statement 
by the creditor that any appraisal prepared for the mortgage is 
for the sole use of the creditor, and that the applicant may choose 
to have a separate appraisal conducted at the expense of the 
applicant. 
‘‘(e) VIOLATIONS.—In addition to any other liability to any per-
son under this title, a creditor found to have willfully failed to 
obtain an appraisal as required in this section shall be liable 
to the applicant or borrower for the sum of $2,000. 
‘‘(f) HIGHER-RISK MORTGAGE DEFINED.—For purposes of this 
section, the term ‘higher-risk mortgage’ means a residential mort-
gage loan, other than a reverse mortgage loan that is a qualified 
mortgage, as defined in section 129C, secured by a principal 
dwelling— 
Deadline. 
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124 STAT. 2187 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(1) that is not a qualified mortgage, as defined in section 
129C; and 
‘‘(2) with an annual percentage rate that exceeds the aver-
age prime offer rate for a comparable transaction, as defined 
in section 129C, as of the date the interest rate is set— 
‘‘(A) by 1.5 or more percentage points, in the case 
of a first lien residential mortgage loan having an original 
principal obligation amount that does not exceed the 
amount of the maximum limitation on the original principal 
obligation of mortgage in effect for a residence of the 
applicable size, as of the date of such interest rate set, 
pursuant to the sixth sentence of section 305(a)(2) the 
Federal Home Loan Mortgage Corporation Act (12 U.S.C. 
1454(a)(2)); 
‘‘(B) by 2.5 or more percentage points, in the case 
of a first lien residential mortgage loan having an original 
principal obligation amount that exceeds the amount of 
the maximum limitation on the original principal obligation 
of mortgage in effect for a residence of the applicable size, 
as of the date of such interest rate set, pursuant to the 
sixth sentence of section 305(a)(2) the Federal Home Loan 
Mortgage Corporation Act (12 U.S.C. 1454(a)(2)); and 
‘‘(C) by 3.5 or more percentage points for a subordinate 
lien residential mortgage loan.’’. 
SEC. 1472. APPRAISAL INDEPENDENCE REQUIREMENTS. 
(a) IN GENERAL.—Chapter 2 of the Truth in Lending Act (15 
U.S.C. 1631 et seq.) is amended by inserting after section 129D 
(as added by section 1461(a)) the following new section: 
‘‘§ 129E. Appraisal independence requirements 
‘‘(a) IN GENERAL.—It shall be unlawful, in extending credit 
or in providing any services for a consumer credit transaction 
secured by the principal dwelling of the consumer, to engage in 
any act or practice that violates appraisal independence as described 
in or pursuant to regulations prescribed under this section. 
‘‘(b) APPRAISAL INDEPENDENCE.—For purposes of subsection (a), 
acts or practices that violate appraisal independence shall include— 
‘‘(1) any appraisal of a property offered as security for 
repayment of the consumer credit transaction that is conducted 
in connection with such transaction in which a person with 
an interest in the underlying transaction compensates, coerces, 
extorts, colludes, instructs, induces, bribes, or intimidates a 
person, appraisal management company, firm, or other entity 
conducting or involved in an appraisal, or attempts, to com-
pensate, coerce, extort, collude, instruct, induce, bribe, or intimi-
date such a person, for the purpose of causing the appraised 
value assigned, under the appraisal, to the property to be 
based on any factor other than the independent judgment of 
the appraiser; 
‘‘(2) 
mischaracterizing, 
or 
suborning 
any 
mischaracterization of, the appraised value of the property 
securing the extension of the credit; 
‘‘(3) seeking to influence an appraiser or otherwise to 
encourage a targeted value in order to facilitate the making 
or pricing of the transaction; and 
15 USC 1639e. 
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124 STAT. 2188 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(4) withholding or threatening to withhold timely payment 
for an appraisal report or for appraisal services rendered when 
the appraisal report or services are provided for in accordance 
with the contract between the parties. 
‘‘(c) EXCEPTIONS.—The requirements of subsection (b) shall not 
be construed as prohibiting a mortgage lender, mortgage broker, 
mortgage banker, real estate broker, appraisal management com-
pany, employee of an appraisal management company, consumer, 
or any other person with an interest in a real estate transaction 
from asking an appraiser to undertake 1 or more of the following: 
‘‘(1) Consider additional, appropriate property information, 
including the consideration of additional comparable properties 
to make or support an appraisal. 
‘‘(2) Provide further detail, substantiation, or explanation 
for the appraiser’s value conclusion. 
‘‘(3) Correct errors in the appraisal report. 
‘‘(d) PROHIBITIONS ON CONFLICTS OF INTEREST.—No certified 
or licensed appraiser conducting, and no appraisal management 
company procuring or facilitating, an appraisal in connection with 
a consumer credit transaction secured by the principal dwelling 
of a consumer may have a direct or indirect interest, financial 
or otherwise, in the property or transaction involving the appraisal. 
‘‘(e) MANDATORY REPORTING.—Any mortgage lender, mortgage 
broker, mortgage banker, real estate broker, appraisal management 
company, employee of an appraisal management company, or any 
other person involved in a real estate transaction involving an 
appraisal in connection with a consumer credit transaction secured 
by the principal dwelling of a consumer who has a reasonable 
basis to believe an appraiser is failing to comply with the Uniform 
Standards of Professional Appraisal Practice, is violating applicable 
laws, or is otherwise engaging in unethical or unprofessional con-
duct, shall refer the matter to the applicable State appraiser certi-
fying and licensing agency. 
‘‘(f) NO EXTENSION OF CREDIT.—In connection with a consumer 
credit transaction secured by a consumer’s principal dwelling, a 
creditor who knows, at or before loan consummation, of a violation 
of the appraisal independence standards established in subsections 
(b) or (d) shall not extend credit based on such appraisal unless 
the creditor documents that the creditor has acted with reasonable 
diligence to determine that the appraisal does not materially mis-
state or misrepresent the value of such dwelling. 
‘‘(g) RULES AND INTERPRETIVE GUIDELINES.— 
‘‘(1) IN
GENERAL.—Except as provided under paragraph 
(2), the Board, the Comptroller of the Currency, the Federal 
Deposit Insurance Corporation, the National Credit Union 
Administration Board, the Federal Housing Finance Agency, 
and the Bureau may jointly issue rules, interpretive guidelines, 
and general statements of policy with respect to acts or prac-
tices that violate appraisal independence in the provision of 
mortgage lending services for a consumer credit transaction 
secured by the principal dwelling of the consumer and mortgage 
brokerage services for such a transaction, within the meaning 
of subsections (a), (b), (c), (d), (e), (f), (h), and (i). 
‘‘(2) INTERIM
FINAL
REGULATIONS.—The Board shall, for 
purposes of this section, prescribe interim final regulations 
no later than 90 days after the date of enactment of this 
section defining with specificity acts or practices that violate 
Deadline. 
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124 STAT. 2189 
PUBLIC LAW 111–203—JULY 21, 2010 
appraisal independence in the provision of mortgage lending 
services for a consumer credit transaction secured by the prin-
cipal dwelling of the consumer or mortgage brokerage services 
for such a transaction and defining any terms in this section 
or such regulations. Rules prescribed by the Board under this 
paragraph shall be deemed to be rules prescribed by the agen-
cies jointly under paragraph (1). 
‘‘(h) APPRAISAL REPORT PORTABILITY.—Consistent with the 
requirements of this section, the Board, the Comptroller of the 
Currency, the Federal Deposit Insurance Corporation, the National 
Credit Union Administration Board, the Federal Housing Finance 
Agency, and the Bureau may jointly issue regulations that address 
the issue of appraisal report portability, including regulations that 
ensure the portability of the appraisal report between lenders for 
a consumer credit transaction secured by a 1-4 unit single family 
residence that is the principal dwelling of the consumer, or mortgage 
brokerage services for such a transaction. 
‘‘(i) CUSTOMARY AND REASONABLE FEE.— 
‘‘(1) IN
GENERAL.—Lenders and their agents shall com-
pensate fee appraisers at a rate that is customary and reason-
able for appraisal services performed in the market area of 
the property being appraised. Evidence for such fees may be 
established by objective third-party information, such as 
government agency fee schedules, academic studies, and inde-
pendent private sector surveys. Fee studies shall exclude 
assignments ordered by known appraisal management compa-
nies. 
‘‘(2) FEE APPRAISER DEFINITION.—For purposes of this sec-
tion, the term ‘fee appraiser’ means a person who is not an 
employee of the mortgage loan originator or appraisal manage-
ment company engaging the appraiser and is— 
‘‘(A) a State licensed or certified appraiser who receives 
a fee for performing an appraisal and certifies that the 
appraisal has been prepared in accordance with the Uni-
form Standards of Professional Appraisal Practice; or 
‘‘(B) a company not subject to the requirements of 
section 1124 of the Financial Institutions Reform, Recovery, 
and Enforcement Act of 1989 (12 U.S.C. 3331 et seq.) 
that utilizes the services of State licensed or certified 
appraisers and receives a fee for performing appraisals 
in accordance with the Uniform Standards of Professional 
Appraisal Practice. 
‘‘(3) EXCEPTION FOR COMPLEX ASSIGNMENTS.—In the case 
of an appraisal involving a complex assignment, the customary 
and reasonable fee may reflect the increased time, difficulty, 
and scope of the work required for such an appraisal and 
include an amount over and above the customary and reason-
able fee for non-complex assignments. 
‘‘(j) SUNSET.—Effective on the date the interim final regulations 
are promulgated pursuant to subsection (g), the Home Valuation 
Code of Conduct announced by the Federal Housing Finance Agency 
on December 23, 2008, shall have no force or effect. 
‘‘(k) PENALTIES.— 
‘‘(1) FIRST
VIOLATION.—In addition to the enforcement 
provisions referred to in section 130, each person who violates 
this section shall forfeit and pay a civil penalty of not more 
than $10,000 for each day any such violation continues. 
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124 STAT. 2190 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(2) SUBSEQUENT VIOLATIONS.—In the case of any person 
on whom a civil penalty has been imposed under paragraph 
(1), paragraph (1) shall be applied by substituting ‘$20,000’ 
for ‘$10,000’ with respect to all subsequent violations. 
‘‘(3) ASSESSMENT.—The agency referred to in subsection 
(a) or (c) of section 108 with respect to any person described 
in paragraph (1) shall assess any penalty under this subsection 
to which such person is subject.’’. 
(b) CLERICAL AMENDMENT.—The table of sections for chapter 
2 of the Truth in Lending Act is amended by inserting after the 
item relating to section 129D (as added by section 1461(c)) the 
following new items: 
‘‘129E. Appraisal independence requirements. 
‘‘129F. Requirements for prompt crediting of home loan payments. 
‘‘129G. Requests for payoff amounts of home loan. 
‘‘129H. Property appraisal requirements.’’. 
(c) DEFERENCE.—Section 105 of the Truth in Lending Act (15 
U.S.C. 1604) is amended by adding at the end the following: 
‘‘(h) DEFERENCE.—Notwithstanding any power granted to any 
Federal agency under this title, the deference that a court affords 
to the Bureau with respect to a determination made by the Bureau 
relating to the meaning or interpretation of any provision of this 
title, other than section 129E or 129H, shall be applied as if the 
Bureau were the only agency authorized to apply, enforce, interpret, 
or administer the provisions of this title.’’. 
(d) CONFORMING AMENDMENTS IN TITLE X NOT APPLICABLE 
TO SECTIONS 129E AND 129H.—Notwithstanding section 1099A, 
the term ‘‘Board’’ in sections 129E and 129H, as added by this 
subtitle, shall not be substituted by the term ‘‘Bureau’’. 
SEC. 1473. AMENDMENTS RELATING TO APPRAISAL SUBCOMMITTEE 
OF FFIEC, APPRAISER INDEPENDENCE MONITORING, 
APPROVED APPRAISER EDUCATION, APPRAISAL MANAGE-
MENT COMPANIES, APPRAISER COMPLAINT HOTLINE, 
AUTOMATED VALUATION MODELS, AND BROKER PRICE 
OPINIONS. 
(a) THRESHOLD
LEVELS.—Section 1112(b) of the Financial 
Institutions Reform, Recovery, and Enforcement Act of 1989 (12 
U.S.C. 3341(b)) is amended by inserting before the period the fol-
lowing: ‘‘, and receives concurrence from the Bureau of Consumer 
Financial Protection that such threshold level provides reasonable 
protection for consumers who purchase 1–4 unit single-family resi-
dences’’. 
(b) ANNUAL REPORT
OF APPRAISAL SUBCOMMITTEE.—Section 
1103(a) of the Financial Institutions Reform, Recovery, and Enforce-
ment Act of 1989 (12 U.S.C. 3332(a)) is amended at the end by 
inserting the following new paragraph: 
‘‘(5) transmit an annual report to the Congress not later 
than June 15 of each year that describes the manner in which 
each function assigned to the Appraisal Subcommittee has been 
carried out during the preceding year. The report shall also 
detail the activities of the Appraisal Subcommittee, including 
the results of all audits of State appraiser regulatory agencies, 
and provide an accounting of disapproved actions and warnings 
taken in the previous year, including a description of the condi-
tions causing the disapproval and actions taken to achieve 
compliance.’’. 
Applicability. 
Applicability. 
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124 STAT. 2191 
PUBLIC LAW 111–203—JULY 21, 2010 
(c) OPEN MEETINGS.—Section 1104(b) of the Financial Institu-
tions Reform, Recovery, and Enforcement Act of 1989 (12 U.S.C. 
3333(b)) is amended— 
(1) by inserting ‘‘in public session after notice in the Federal 
Register, but may close certain portions of these meetings 
related to personnel and review of preliminary State audit 
reports,’’ after ‘‘shall meet’’; and 
(2) by adding after the final period the following: ‘‘The 
subject matter discussed in any closed or executive session 
shall be described in the Federal Register notice of the 
meeting.’’. 
(d) REGULATIONS.—Section 1106 of the Financial Institutions 
Reform, Recovery, and Enforcement Act of 1989 (12 U.S.C. 3335) 
is amended— 
(1) by inserting ‘‘prescribe regulations in accordance with 
chapter 5 of title 5, United States Code (commonly referred 
to as the Administrative Procedures Act) after notice and oppor-
tunity for comment,’’ after ‘‘hold hearings’’; and 
(2) at the end by inserting ‘‘Any regulations prescribed 
by the Appraisal Subcommittee shall (unless otherwise provided 
in this title) be limited to the following functions: temporary 
practice, national registry, information sharing, and enforce-
ment. For purposes of prescribing regulations, the Appraisal 
Subcommittee shall establish an advisory committee of industry 
participants, including appraisers, lenders, consumer advocates, 
real estate agents, and government agencies, and hold meetings 
as necessary to support the development of regulations.’’. 
(e) APPRAISAL REVIEWS AND COMPLEX APPRAISALS.— 
(1) SECTION 1110.—Section 1110 of the Financial Institu-
tions Reform, Recovery, and Enforcement Act of 1989 (12 U.S.C. 
3339) is amended— 
(A) in paragraph (1), by striking ‘‘and’’; 
(B) in paragraph (2), by striking the period at the 
end and inserting ‘‘; and’’; and 
(C) by inserting after paragraph (2) the following: 
‘‘(3) that such appraisals shall be subject to appropriate 
review for compliance with the Uniform Standards of Profes-
sional Appraisal Practice.’’. 
(2) SECTION 1113.—Section 1113 of the Financial Institu-
tions and Reform, Recovery, and Enforcement Act of 1989 (12 
U.S.C. 3342) is amended by inserting before the period the 
following: ‘‘, where a complex 1-to-4 unit single family residen-
tial appraisal means an appraisal for which the property to 
be appraised, the form of ownership, the property characteris-
tics, or the market conditions are atypical’’. 
(f) APPRAISAL MANAGEMENT SERVICES.— 
(1) SUPERVISION OF THIRD PARTY PROVIDERS OF APPRAISAL 
MANAGEMENT
SERVICES.—Section 1103(a) of the Financial 
Institutions Reform, Recovery, and Enforcement Act of 1989 
(12 U.S.C. 3332(a)) (as previously amended by this section) 
is amended— 
(A) by amending paragraph (1) to read as follows: 
‘‘(1) monitor the requirements established by States— 
‘‘(A) for the certification and licensing of individuals 
who are qualified to perform appraisals in connection with 
federally related transactions, including a code of profes-
sional responsibility; and 
Definition. 
Establishment. 
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124 STAT. 2192 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(B) for the registration and supervision of the oper-
ations and activities of an appraisal management com-
pany;’’; and 
(B) by adding at the end the following new paragraph: 
‘‘(6) maintain a national registry of appraisal management 
companies that either are registered with and subject to super-
vision of a State appraiser certifying and licensing agency or 
are operating subsidiaries of a Federally regulated financial 
institution.’’. 
(2) APPRAISAL MANAGEMENT COMPANY MINIMUM REQUIRE-
MENTS.—Title XI of the Financial Institutions Reform, 
Recovery, and Enforcement Act of 1989 (12 U.S.C. 3331 et 
seq.) is amended by adding at the end the following new section 
(and amending the table of contents accordingly): 
‘‘SEC. 1124. APPRAISAL MANAGEMENT COMPANY MINIMUM REQUIRE-
MENTS. 
‘‘(a) IN GENERAL.—The Board of Governors of the Federal 
Reserve System, the Comptroller of the Currency, the Federal 
Deposit Insurance Corporation, the National Credit Union Adminis-
tration Board, the Federal Housing Finance Agency, and the Bureau 
of Consumer Financial Protection shall jointly, by rule, establish 
minimum requirements to be applied by a State in the registration 
of appraisal management companies. Such requirements shall 
include a requirement that such companies— 
‘‘(1) register with and be subject to supervision by a State 
appraiser certifying and licensing agency in each State in which 
such company operates; 
‘‘(2) verify that only licensed or certified appraisers are 
used for federally related transactions; 
‘‘(3) require that appraisals coordinated by an appraisal 
management company comply with the Uniform Standards of 
Professional Appraisal Practice; and 
‘‘(4) require that appraisals are conducted independently 
and free from inappropriate influence and coercion pursuant 
to the appraisal independence standards established under sec-
tion 129E of the Truth in Lending Act. 
‘‘(b) RELATION TO STATE LAW.—Nothing in this section shall 
be construed to prevent States from establishing requirements in 
addition to any rules promulgated under subsection (a). 
‘‘(c) FEDERALLY
REGULATED
FINANCIAL
INSTITUTIONS.—The 
requirements of subsection (a) shall apply to an appraisal manage-
ment company that is a subsidiary owned and controlled by a 
financial institution and regulated by a Federal financial institution 
regulatory agency. An appraisal management company that is a 
subsidiary owned and controlled by a financial institution regulated 
by a Federal financial institution regulatory agency shall not be 
required to register with a State. 
‘‘(d) REGISTRATION LIMITATIONS.—An appraisal management 
company shall not be registered by a State or included on the 
national registry if such company, in whole or in part, directly 
or indirectly, is owned by any person who has had an appraiser 
license or certificate refused, denied, cancelled, surrendered in lieu 
of revocation, or revoked in any State. Additionally, each person 
that owns more than 10 percent of an appraisal management com-
pany shall be of good moral character, as determined by the State 
appraiser certifying and licensing agency, and shall submit to a 
Investigation. 
Applicability. 
Regulations. 
Applicability. 
States. 
12 USC 3353. 
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124 STAT. 2193 
PUBLIC LAW 111–203—JULY 21, 2010 
background investigation carried out by the State appraiser certi-
fying and licensing agency. 
‘‘(e) REPORTING.—The Board of Governors of the Federal 
Reserve System, the Comptroller of the Currency, the Federal 
Deposit Insurance Corporation, the National Credit Union Adminis-
tration Board, the Federal Housing Finance Agency, and the Bureau 
of Consumer Financial Protection shall jointly promulgate regula-
tions for the reporting of the activities of appraisal management 
companies to the Appraisal Subcommittee in determining the pay-
ment of the annual registry fee. 
‘‘(f) EFFECTIVE DATE.— 
‘‘(1) IN GENERAL.—No appraisal management company may 
perform services related to a federally related transaction in 
a State after the date that is 36 months after the date on 
which the regulations required to be prescribed under sub-
section (a) are prescribed in final form unless such company 
is registered with such State or subject to oversight by a Federal 
financial institutions regulatory agency. 
‘‘(2) EXTENSION
OF
EFFECTIVE
DATE.—Subject to the 
approval of the Council, the Appraisal Subcommittee may 
extend by an additional 12 months the requirements for the 
registration and supervision of appraisal management compa-
nies if it makes a written finding that a State has made 
substantial progress in establishing a State appraisal manage-
ment company registration and supervision system that appears 
to conform with the provisions of this title.’’. 
(3) STATE APPRAISER CERTIFYING AND LICENSING AGENCY 
AUTHORITY.—Section 1117 of the Financial Institutions Reform, 
Recovery, and Enforcement Act of 1989 (12 U.S.C. 3346) is 
amended by adding at the end the following: ‘‘The duties of 
such agency may additionally include the registration and 
supervision of appraisal management companies and the addi-
tion of information about the appraisal management company 
to the national registry.’’. 
(4) APPRAISAL MANAGEMENT COMPANY DEFINITION.—Section 
1121 of the Financial Institutions Reform, Recovery, and 
Enforcement Act of 1989 (12 U.S.C. 3350) is amended by adding 
at the end the following: 
‘‘(11) 
APPRAISAL
MANAGEMENT
COMPANY.—The 
term 
‘appraisal management company’ means, in connection with 
valuing properties collateralizing mortgage loans or mortgages 
incorporated into a securitization, any external third party 
authorized either by a creditor of a consumer credit transaction 
secured by a consumer’s principal dwelling or by an underwriter 
of or other principal in the secondary mortgage markets, that 
oversees a network or panel of more than 15 certified or licensed 
appraisers in a State or 25 or more nationally within a given 
year— 
‘‘(A) to recruit, select, and retain appraisers; 
‘‘(B) to contract with licensed and certified appraisers 
to perform appraisal assignments; 
‘‘(C) to manage the process of having an appraisal 
performed, including providing administrative duties such 
as receiving appraisal orders and appraisal reports, submit-
ting completed appraisal reports to creditors and under-
writers, collecting fees from creditors and underwriters for 
Regulations. 
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124 STAT. 2194 
PUBLIC LAW 111–203—JULY 21, 2010 
services provided, and reimbursing appraisers for services 
performed; or 
‘‘(D) to review and verify the work of appraisers.’’. 
(g) STATE AGENCY REPORTING REQUIREMENT.—Section 1109(a) 
of the Financial Institutions Reform, Recovery, and Enforcement 
Act of 1989 (12 U.S.C. 3338(a)) is amended— 
(1) by striking ‘‘and’’ after the semicolon in paragraph 
(1); 
(2) by redesignating paragraph (2) as paragraph (4); and 
(3) by inserting after paragraph (1) the following new para-
graphs: 
‘‘(2) transmit reports on the issuance and renewal of 
licenses and certifications, sanctions, disciplinary actions, 
license and certification revocations, and license and certifi-
cation suspensions on a timely basis to the national registry 
of the Appraisal Subcommittee; 
‘‘(3) transmit reports on a timely basis of supervisory activi-
ties involving appraisal management companies or other third- 
party providers of appraisals and appraisal management serv-
ices, including investigations initiated and disciplinary actions 
taken; and’’. 
(h) REGISTRY FEES MODIFIED.— 
(1) IN GENERAL.—Section 1109(a) of the Financial Institu-
tions Reform, Recovery, and Enforcement Act of 1989 (12 U.S.C. 
3338(a)) is amended— 
(A) by amending paragraph (4) (as modified by section 
1473(g)) to read as follows: 
‘‘(4) collect— 
‘‘(A) from such individuals who perform or seek to 
perform appraisals in federally related transactions, an 
annual registry fee of not more than $40, such fees to 
be transmitted by the State agencies to the Council on 
an annual basis; and 
‘‘(B) from an appraisal management company that 
either has registered with a State appraiser certifying and 
licensing agency in accordance with this title or operates 
as a subsidiary of a federally regulated financial institution, 
an annual registry fee of— 
‘‘(i) in the case of such a company that has been 
in existence for more than a year, $25 multiplied by 
the number of appraisers working for or contracting 
with such company in such State during the previous 
year, but where such $25 amount may be adjusted, 
up to a maximum of $50, at the discretion of the 
Appraisal Subcommittee, if necessary to carry out the 
Subcommittee’s functions under this title; and 
‘‘(ii) in the case of such a company that has not 
been in existence for more than a year, $25 multiplied 
by an appropriate number to be determined by the 
Appraisal Subcommittee, and where such number will 
be used for determining the fee of all such companies 
that were not in existence for more than a year, but 
where such $25 amount may be adjusted, up to a 
maximum of $50, at the discretion of the Appraisal 
Subcommittee, if necessary to carry out the Sub-
committee’s functions under this title.’’; and 
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124 STAT. 2195 
PUBLIC LAW 111–203—JULY 21, 2010 
(B) by amending the matter following paragraph (4), 
as redesignated, to read as follows: 
‘‘Subject to the approval of the Council, the Appraisal Subcommittee 
may adjust the dollar amount of registry fees under paragraph 
(4)(A), up to a maximum of $80 per annum, as necessary to carry 
out its functions under this title. The Appraisal Subcommittee 
shall consider at least once every 5 years whether to adjust the 
dollar amount of the registry fees to account for inflation. In imple-
menting any change in registry fees, the Appraisal Subcommittee 
shall provide flexibility to the States for multi-year certifications 
and licenses already in place, as well as a transition period to 
implement the changes in registry fees. In establishing the amount 
of the annual registry fee for an appraisal management company, 
the Appraisal Subcommittee shall have the discretion to impose 
a minimum annual registry fee for an appraisal management com-
pany to protect against the under reporting of the number of 
appraisers working for or contracted by the appraisal management 
company.’’. 
(2) INCREMENTAL
REVENUES.—Incremental revenues col-
lected pursuant to the increases required by this subsection 
shall be placed in a separate account at the United States 
Treasury, entitled the ‘‘Appraisal Subcommittee Account’’. 
(i) GRANTS
AND REPORTS.—Section 1109(b) of the Financial 
Institutions Reform, Recovery, and Enforcement Act of 1989 (12 
U.S.C. 3338(b)) is amended— 
(1) by striking ‘‘and’’ after the semicolon in paragraph 
(3); 
(2) by striking the period at the end of paragraph (4) 
and inserting a semicolon; 
(3) by adding at the end the following new paragraphs: 
‘‘(5) to make grants to State appraiser certifying and 
licensing agencies, in accordance with policies to be developed 
by the Appraisal Subcommittee, to support the efforts of such 
agencies to comply with this title, including— 
‘‘(A) the complaint process, complaint investigations, 
and appraiser enforcement activities of such agencies; and 
‘‘(B) the submission of data on State licensed and cer-
tified appraisers and appraisal management companies to 
the National appraisal registry, including information 
affirming that the appraiser or appraisal management com-
pany meets the required qualification criteria and formal 
and informal disciplinary actions; and 
‘‘(6) to report to all State appraiser certifying and licensing 
agencies when a license or certification is surrendered, revoked, 
or suspended.’’. 
Obligations authorized under this subsection may not exceed 75 
percent of the fiscal year total of incremental increase in fees 
collected and deposited in the ‘‘Appraisal Subcommittee Account’’ 
pursuant to subsection (h). 
(j) CRITERIA.—Section 1116 of the Financial Institutions 
Reform, Recovery, and Enforcement Act of 1989 (12 U.S.C. 3345) 
is amended— 
(1) in subsection (c), by inserting ‘‘whose criteria for the 
licensing of a real estate appraiser currently meet or exceed 
the minimum criteria issued by the Appraisal Qualifications 
Board of The Appraisal Foundation for the licensing of real 
estate appraisers’’ before the period at the end; and 
12 USC 3338 
note. 
Deadline. 
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124 STAT. 2196 
PUBLIC LAW 111–203—JULY 21, 2010 
(2) by striking subsection (e) and inserting the following 
new subsection: 
‘‘(e) MINIMUM QUALIFICATION REQUIREMENTS.—Any require-
ments established for individuals in the position of ‘Trainee 
Appraiser’ and ‘Supervisory Appraiser’ shall meet or exceed the 
minimum qualification requirements of the Appraiser Qualifications 
Board of The Appraisal Foundation. The Appraisal Subcommittee 
shall have the authority to enforce these requirements.’’. 
(k) MONITORING
OF
STATE
APPRAISER
CERTIFYING
AND 
LICENSING AGENCIES.—Section 1118 of the Financial Institutions 
Reform, Recovery, and Enforcement Act of 1989 (12 U.S.C. 3347) 
is amended— 
(1) by amending subsection (a) to read as follows: 
‘‘(a) IN GENERAL.—The Appraisal Subcommittee shall monitor 
each State appraiser certifying and licensing agency for the pur-
poses of determining whether such agency— 
‘‘(1) has policies, practices, funding, staffing, and procedures 
that are consistent with this title; 
‘‘(2) processes complaints and completes investigations in 
a reasonable time period; 
‘‘(3) appropriately disciplines sanctioned appraisers and 
appraisal management companies; 
‘‘(4) maintains an effective regulatory program; and 
‘‘(5) reports complaints and disciplinary actions on a timely 
basis to the national registries on appraisers and appraisal 
management companies maintained by the Appraisal Sub-
committee. 
The Appraisal Subcommittee shall have the authority to remove 
a State licensed or certified appraiser or a registered appraisal 
management company from a national registry on an interim basis, 
not to exceed 90 days, pending State agency action on licensing, 
certification, 
registration, 
and 
disciplinary 
proceedings. 
The 
Appraisal Subcommittee and all agencies, instrumentalities, and 
Federally recognized entities under this title shall not recognize 
appraiser certifications and licenses from States whose appraisal 
policies, practices, funding, staffing, or procedures are found to 
be inconsistent with this title. The Appraisal Subcommittee shall 
have the authority to impose sanctions, as described in this section, 
against a State agency that fails to have an effective appraiser 
regulatory program. In determining whether such a program is 
effective, the Appraisal Subcommittee shall include an analysis 
of the licensing and certification of appraisers, the registration 
of appraisal management companies, the issuance of temporary 
licenses and certifications for appraisers, the receiving and tracking 
of submitted complaints against appraisers and appraisal manage-
ment companies, the investigation of complaints, and enforcement 
actions against appraisers and appraisal management companies. 
The Appraisal Subcommittee shall have the authority to impose 
interim actions and suspensions against a State agency as an 
alternative to, or in advance of, the derecognition of a State agency.’’. 
(2) in subsection (b)(2), by inserting after ‘‘authority’’ the 
following: ‘‘or sufficient funding’’. 
(l) RECIPROCITY.—Subsection (b) of section 1122 of the Financial 
Institutions Reform, Recovery, and Enforcement Act of 1989 (12 
U.S.C. 3351(b)) is amended to read as follows: 
‘‘(b) RECIPROCITY.—Notwithstanding any other provisions of 
this title, a federally related transaction shall not be appraised 
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124 STAT. 2197 
PUBLIC LAW 111–203—JULY 21, 2010 
by a certified or licensed appraiser unless the State appraiser 
certifying or licensing agency of the State certifying or licensing 
such appraiser has in place a policy of issuing a reciprocal certifi-
cation or license for an individual from another State when— 
‘‘(1) the appraiser licensing and certification program of 
such other State is in compliance with the provisions of this 
title; and 
‘‘(2) the appraiser holds a valid certification from a State 
whose requirements for certification or licensing meet or exceed 
the licensure standards established by the State where an 
individual seeks appraisal licensure.’’. 
(m) CONSIDERATION
OF PROFESSIONAL APPRAISAL DESIGNA-
TIONS.—Section 1122(d) of the Financial Institutions Reform, 
Recovery, and Enforcement Act of 1989 (12 U.S.C. 3351(d)) is 
amended by striking ‘‘shall not exclude’’ and all that follows through 
the end of the subsection and inserting the following: ‘‘may include 
education achieved, experience, sample appraisals, and references 
from prior clients. Membership in a nationally recognized profes-
sional appraisal organization may be a criteria considered, though 
lack of membership therein shall not be the sole bar against consid-
eration for an assignment under these criteria.’’. 
(n) APPRAISER INDEPENDENCE.—Section 1122 of the Financial 
Institutions Reform, Recovery, and Enforcement Act of 1989 (12 
U.S.C. 3351) is amended by adding at the end the following new 
subsection: 
‘‘(g) APPRAISER INDEPENDENCE MONITORING.—The Appraisal 
Subcommittee shall monitor each State appraiser certifying and 
licensing agency for the purpose of determining whether such 
agency’s policies, practices, and procedures are consistent with the 
purposes of maintaining appraiser independence and whether such 
State has adopted and maintains effective laws, regulations, and 
policies aimed at maintaining appraiser independence.’’. 
(o) APPRAISER EDUCATION.—Section 1122 of the Financial 
Institutions Reform, Recovery, and Enforcement Act of 1989 (12 
U.S.C. 3351) is amended by inserting after subsection (g) (as added 
by subsection (l) of this section) the following new subsection: 
‘‘(h) APPROVED EDUCATION.—The Appraisal Subcommittee shall 
encourage the States to accept courses approved by the Appraiser 
Qualification Board’s Course Approval Program.’’. 
(p) APPRAISAL COMPLAINT HOTLINE.—Section 1122 of the Finan-
cial Institutions Reform, Recovery, and Enforcement Act of 1989 
(12 U.S.C. 3351), as amended by this section, is amended by adding 
at the end the following new subsection: 
‘‘(i) APPRAISAL COMPLAINT NATIONAL HOTLINE.—If, 6 months 
after the date of the enactment of this subsection, the Appraisal 
Subcommittee determines that no national hotline exists to receive 
complaints of non-compliance with appraisal independence stand-
ards and Uniform Standards of Professional Appraisal Practice, 
including complaints from appraisers, individuals, or other entities 
concerning the improper influencing or attempted improper influ-
encing of appraisers or the appraisal process, the Appraisal Sub-
committee shall establish and operate such a national hotline, which 
shall include a toll-free telephone number and an email address. 
If the Appraisal Subcommittee operates such a national hotline, 
the Appraisal Subcommittee shall refer complaints for further action 
to appropriate governmental bodies, including a State appraiser 
certifying and licensing agency, a financial institution regulator, 
Deadline. 
Determination. 
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124 STAT. 2198 
PUBLIC LAW 111–203—JULY 21, 2010 
or other appropriate legal authorities. For complaints referred to 
State appraiser certifying and licensing agencies or to Federal regu-
lators, the Appraisal Subcommittee shall have the authority to 
follow up such complaint referrals in order to determine the status 
of the resolution of the complaint.’’. 
(q) AUTOMATED VALUATION MODELS.—Title XI of the Financial 
Institutions Reform, Recovery, and Enforcement Act of 1989 (12 
U.S.C. 3331 et seq.), as amended by this section, is amended by 
adding at the end the following new section (and amending the 
table of contents accordingly): 
‘‘SEC. 1125. AUTOMATED VALUATION MODELS USED TO ESTIMATE 
COLLATERAL VALUE FOR MORTGAGE LENDING PUR-
POSES. 
‘‘(a) IN GENERAL.—Automated valuation models shall adhere 
to quality control standards designed to— 
‘‘(1) ensure a high level of confidence in the estimates 
produced by automated valuation models; 
‘‘(2) protect against the manipulation of data; 
‘‘(3) seek to avoid conflicts of interest; 
‘‘(4) require random sample testing and reviews; and 
‘‘(5) account for any other such factor that the agencies 
listed in subsection (b) determine to be appropriate. 
‘‘(b) ADOPTION OF REGULATIONS.—The Board, the Comptroller 
of the Currency, the Federal Deposit Insurance Corporation, the 
National Credit Union Administration Board, the Federal Housing 
Finance Agency, and the Bureau of Consumer Financial Protection, 
in consultation with the staff of the Appraisal Subcommittee and 
the Appraisal Standards Board of the Appraisal Foundation, shall 
promulgate regulations to implement the quality control standards 
required under this section. 
‘‘(c) ENFORCEMENT.—Compliance with regulations issued under 
this subsection shall be enforced by— 
‘‘(1) with respect to a financial institution, or subsidiary 
owned and controlled by a financial institution and regulated 
by a Federal financial institution regulatory agency, the Federal 
financial institution regulatory agency that acts as the primary 
Federal supervisor of such financial institution or subsidiary; 
and 
‘‘(2) with respect to other participants in the market for 
appraisals of 1-to-4 unit single family residential real estate, 
the Federal Trade Commission, the Bureau of Consumer Finan-
cial Protection, and a State attorney general. 
‘‘(d) AUTOMATED VALUATION MODEL DEFINED.—For purposes 
of this section, the term ‘automated valuation model’ means any 
computerized model used by mortgage originators and secondary 
market issuers to determine the collateral worth of a mortgage 
secured by a consumer’s principal dwelling.’’. 
(r) BROKER PRICE OPINIONS.—Title XI of the Financial Institu-
tions Reform, Recovery, and Enforcement Act of 1989 (12 U.S.C. 
3331 et seq.), as amended by this section, is amended by adding 
at the end the following new section (and amending the table 
of contents accordingly): 
‘‘SEC. 1126. BROKER PRICE OPINIONS. 
‘‘(a) GENERAL PROHIBITION.—In conjunction with the purchase 
of a consumer’s principal dwelling, broker price opinions may not 
be used as the primary basis to determine the value of a piece 
12 USC 3355. 
12 USC 3354. 
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124 STAT. 2199 
PUBLIC LAW 111–203—JULY 21, 2010 
of property for the purpose of a loan origination of a residential 
mortgage loan secured by such piece of property. 
‘‘(b) BROKER PRICE OPINION DEFINED.—For purposes of this 
section, the term ‘broker price opinion’ means an estimate prepared 
by a real estate broker, agent, or sales person that details the 
probable selling price of a particular piece of real estate property 
and provides a varying level of detail about the property’s condition, 
market, and neighborhood, and information on comparable sales, 
but does not include an automated valuation model, as defined 
in section 1125(c).’’. 
(s) AMENDMENTS TO APPRAISAL SUBCOMMITTEE.—Section 1011 
of the Federal Financial Institutions Examination Council Act of 
1978 (12 U.S.C. 3310) is amended— 
(1) in the first sentence, by adding before the period the 
following: ‘‘, the Bureau of Consumer Financial Protection, and 
the Federal Housing Finance Agency’’; and 
(2) by inserting at the end the following: ‘‘At all times 
at least one member of the Appraisal Subcommittee shall have 
demonstrated knowledge and competence through licensure, 
certification, or professional designation within the appraisal 
profession.’’. 
(t) TECHNICAL CORRECTIONS.— 
(1) Section 1119(a)(2) of the Financial Institutions Reform, 
Recovery, and Enforcement Act of 1989 (12 U.S.C. 3348(a)(2)) 
is amended by striking ‘‘council,’’ and inserting ‘‘Council,’’. 
(2) Section 1121(6) of the Financial Institutions Reform, 
Recovery, and Enforcement Act of 1989 (12 U.S.C. 3350(6)) 
is amended by striking ‘‘Corporations,’’ and inserting ‘‘Corpora-
tion,’’. 
(3) Section 1121(8) of the Financial Institutions Reform, 
Recovery, and Enforcement Act of 1989 (12 U.S.C. 3350(8)) 
is amended by striking ‘‘council’’ and inserting ‘‘Council’’. 
(4) Section 1122 of the Financial Institutions Reform, 
Recovery, and Enforcement Act of 1989 (12 U.S.C. 3351) is 
amended— 
(A) in subsection (a)(1) by moving the left margin of 
subparagraphs (A), (B), and (C) 2 ems to the right; and 
(B) in subsection (c)— 
(i) by striking ‘‘Federal Financial Institutions 
Examination Council’’ and inserting ‘‘Financial Institu-
tions Examination Council’’; and 
(ii) by striking ‘‘the council’s functions’’ and 
inserting ‘‘the Council’s functions’’. 
SEC. 1474. EQUAL CREDIT OPPORTUNITY ACT AMENDMENT. 
Subsection (e) of section 701 of the Equal Credit Opportunity 
Act (15 U.S.C. 1691) is amended to read as follows: 
‘‘(e) COPIES FURNISHED TO APPLICANTS.— 
‘‘(1) IN
GENERAL.—Each creditor shall furnish to an 
applicant a copy of any and all written appraisals and valu-
ations developed in connection with the applicant’s application 
for a loan that is secured or would have been secured by 
a first lien on a dwelling promptly upon completion, but in 
no case later than 3 days prior to the closing of the loan, 
whether the creditor grants or denies the applicant’s request 
for credit or the application is incomplete or withdrawn. 
Deadline. 
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124 STAT. 2200 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(2) WAIVER.—The applicant may waive the 3 day require-
ment provided for in paragraph (1), except where otherwise 
required in law. 
‘‘(3) REIMBURSEMENT.—The applicant may be required to 
pay a reasonable fee to reimburse the creditor for the cost 
of the appraisal, except where otherwise required in law. 
‘‘(4) FREE COPY.—Notwithstanding paragraph (3), the cred-
itor shall provide a copy of each written appraisal or valuation 
at no additional cost to the applicant. 
‘‘(5) NOTIFICATION TO APPLICANTS.—At the time of applica-
tion, the creditor shall notify an applicant in writing of the 
right to receive a copy of each written appraisal and valuation 
under this subsection. 
‘‘(6) VALUATION DEFINED.—For purposes of this subsection, 
the term ‘valuation’ shall include any estimate of the value 
of a dwelling developed in connection with a creditor’s decision 
to provide credit, including those values developed pursuant 
to a policy of a government sponsored enterprise or by an 
automated valuation model, a broker price opinion, or other 
methodology or mechanism.’’. 
SEC. 1475. REAL ESTATE SETTLEMENT PROCEDURES ACT OF 1974 
AMENDMENT RELATING TO CERTAIN APPRAISAL FEES. 
Section 4 of the Real Estate Settlement Procedures Act of 
1974 is amended by adding at the end the following new subsection: 
‘‘(c) The standard form described in subsection (a) may include, 
in the case of an appraisal coordinated by an appraisal management 
company (as such term is defined in section 1121(11) of the Finan-
cial Institutions Reform, Recovery, and Enforcement Act of 1989 
(12 U.S.C. 3350(11))), a clear disclosure of— 
‘‘(1) the fee paid directly to the appraiser by such company; 
and 
‘‘(2) the administration fee charged by such company.’’. 
SEC. 1476. GAO STUDY ON THE EFFECTIVENESS AND IMPACT OF VAR-
IOUS APPRAISAL METHODS, VALUATION MODELS AND 
DISTRIBUTIONS CHANNELS, AND ON THE HOME VALU-
ATION CODE OF CONDUCT AND THE APPRAISAL SUB-
COMMITTEE. 
(a) IN GENERAL.—The Government Accountability Office shall 
conduct a study on— 
(1) the effectiveness and impact of— 
(A) appraisal methods, including the cost approach, 
the comparative sales approach, the income approach, and 
others that may be available; 
(B) appraisal valuation models, including licensed and 
certified appraisals, broker-priced opinions, and automated 
valuation models; and 
(C) appraisal distribution channels, including appraisal 
management companies, independent appraisal operations 
within mortgage originators, and fee-for-service appraisers; 
(2) the Home Valuation Code of Conduct; and 
(3) the Appraisal Subcommittee’s functions pursuant to 
title XI of the Financial Institutions Reform, Recovery, and 
Enforcement Act of 1989. 
(b) STUDY.—Not later than— 
(1) 12 months after the date of enactment of this Act, 
the Government Accountability Office shall submit a study 
Deadline. 
12 USC 2603. 
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124 STAT. 2201 
PUBLIC LAW 111–203—JULY 21, 2010 
to the Committee on Banking, Housing, and Urban Affairs 
of the Senate and the Committee on Financial Services of 
the House of Representatives; and 
(2) 90 days after the date of enactment of this Act, the 
Government Accountability Office shall provide a report on 
the status of the study and any preliminary findings to the 
Committee on Banking, Housing, and Urban Affairs of the 
Senate and the Committee on Financial Services of the House 
of Representatives. 
(c) CONTENT OF STUDY.—The study required by this section 
shall include an examination of the following: 
(1) APPRAISAL APPROACHES, VALUATION MODELS, AND DIS-
TRIBUTION CHANNELS.— 
(A) The prevalence, alone or in combination, of certain 
appraisal approaches, models, and channels in purchase- 
money and refinance mortgage transactions. 
(B) The accuracy of these approaches, models, and 
channels in assessing the property as collateral. 
(C) Whether and how these approaches, models, and 
channels contributed to price speculation during the pre-
vious cycle. 
(D) The costs to consumers of these approaches, models, 
and channels. 
(E) The disclosure of fees to consumers in the appraisal 
process. 
(F) To what extent the usage of these approaches, 
models, and channels may be influenced by a conflict of 
interest between the mortgage lender and the appraiser 
and the mechanism by which the lender selects and com-
pensates the appraiser. 
(G) The suitability of these approaches, models, and 
channels in rural versus urban areas. 
(2) HOME VALUATION CODE OF CONDUCT (HVCC).— 
(A) How the HVCC affects mortgage lenders’ selection 
of appraisers. 
(B) How the HVCC affects State regulation of 
appraisers and appraisal distribution channels. 
(C) How the HVCC affects the quality and cost of 
appraisals and the length of time to obtain an appraisal. 
(D) How the HVCC affects mortgage brokers, small 
businesses, and consumers. 
(d) ADDITIONAL STUDY REQUIRED.— 
(1) IN GENERAL.—Not later than 18 months after the date 
of enactment of this Act, the Government Accountability Office 
shall submit a study to the Committee on Banking, Housing, 
and Urban Affairs of the Senate and the Committee on Finan-
cial Services of the House of Representatives. 
(2) CONTENT OF ADDITIONAL STUDY.—The study required 
under paragraph (1) shall include— 
(A) an examination of— 
(i) the Appraisal Subcommittee’s ability to monitor 
and enforce State and Federal certification require-
ments and standards, including by providing a sum-
mary with a statistical breakdown of enforcement 
actions taken during the last 10 years; 
Deadline. 
Deadline. 
Reports. 
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124 STAT. 2202 
PUBLIC LAW 111–203—JULY 21, 2010 
(ii) whether existing Federal financial institutions 
regulatory agency exemptions on appraisals for feder-
ally related transactions needs to be revised; and 
(iii) whether new means of data collection, such 
as the establishment of a national repository, would 
benefit the Appraisal Subcommittee’s ability to perform 
its functions; and 
(B) recommendations from this examination for 
administrative and legislative action at the Federal and 
State level. 
Subtitle G—Mortgage Resolution and 
Modification 
SEC. 1481. MULTIFAMILY MORTGAGE RESOLUTION PROGRAM. 
(a) ESTABLISHMENT.—The Secretary of Housing and Urban 
Development shall develop a program under this subsection to 
ensure the protection of current and future tenants and at-risk 
multifamily properties, where feasible, based on criteria that may 
include— 
(1) creating sustainable financing of such properties, that 
may take into consideration such factors as— 
(A) the rental income generated by such properties; 
and 
(B) the preservation of adequate operating reserves; 
(2) maintaining the level of Federal, State, and city sub-
sidies in effect as of the date of the enactment of this Act; 
(3) providing funds for rehabilitation; and 
(4) facilitating the transfer of such properties, when appro-
priate and with the agreement of owners, to responsible new 
owners and ensuring affordability of such properties. 
(b) COORDINATION.—The Secretary of Housing and Urban 
Development may, in carrying out the program developed under 
this section, coordinate with the Secretary of the Treasury, the 
Federal Deposit Insurance Corporation, the Board of Governors 
of the Federal Reserve System, the Federal Housing Finance 
Agency, and any other Federal Government agency that the Sec-
retary considers appropriate. 
(c) DEFINITION.—For purposes of this section, the term ‘‘multi-
family properties’’ means a residential structure that consists of 
5 or more dwelling units. 
(d) PREVENTION OF QUALIFICATION FOR CRIMINAL APPLICANTS.— 
(1) IN
GENERAL.—No person shall be eligible to begin 
receiving assistance from the Making Home Affordable Program 
authorized under the Emergency Economic Stabilization Act 
of 2008 (12 U.S.C. 5201 et seq.), or any other mortgage assist-
ance program authorized or funded by that Act, on or after 
60 days after the date of the enactment of this Act, if such 
person, in connection with a mortgage or real estate transaction, 
has been convicted, within the last 10 years, of any one of 
the following: 
(A) Felony larceny, theft, fraud, or forgery. 
(B) Money laundering. 
(C) Tax evasion. 
(2) PROCEDURES.—The Secretary shall establish procedures 
to ensure compliance with this subsection. 
Time period. 
12 USC 5220b. 
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124 STAT. 2203 
PUBLIC LAW 111–203—JULY 21, 2010 
(3) REPORT.—The Secretary shall report to the Committee 
on Financial Services of the House of Representatives and 
the Committee on Banking, Housing, and Urban Affairs of 
the Senate regarding the implementation of this provision. 
The report shall also describe the steps taken to implement 
this subsection. 
SEC. 1482. HOME AFFORDABLE MODIFICATION PROGRAM GUIDELINES. 
(a) NET PRESENT VALUE INPUT DATA.—The Secretary of the 
Treasury (in this section referred to as the ‘‘Secretary’’) shall revise 
the supplemental directives and other guidelines for the Home 
Affordable Modification Program of the Making Home Affordable 
initiative of the Secretary of the Treasury, authorized under the 
Emergency Economic Stabilization Act of 2008 (Public Law 110– 
343), to require each mortgage servicer participating in such pro-
gram to provide each borrower under a mortgage whose request 
for a mortgage modification under the Program is denied with 
all borrower-related and mortgage-related input data used in any 
net present value (NPV) analyses performed in connection with 
the subject mortgage. Such input data shall be provided to the 
borrower at the time of such denial. 
(b) WEB-BASED SITE FOR NPV CALCULATOR AND APPLICATION.— 
(1) NPV CALCULATOR.—In carrying out the Home Afford-
able Modification Program, the Secretary shall establish and 
maintain a site on the World Wide Web that provides a calcu-
lator for net present value analyses of a mortgage, based on 
the Secretary’s methodology for calculating such value, that 
mortgagors can use to enter information regarding their own 
mortgages and that provides a determination after entering 
such information regarding a mortgage of whether such mort-
gage would be accepted or rejected for modification under the 
Program, using such methodology. 
(2) DISCLOSURE.—Such Web site shall also prominently 
disclose that each mortgage servicer participating in such Pro-
gram may use a method for calculating net present value 
of a mortgage that is different than the method used by such 
calculator. 
(3) APPLICATION.—The Secretary shall make a reasonable 
effort to include on such World Wide Web site a method for 
homeowners to apply for a mortgage modification under the 
Home Affordable Modification Program. 
(c) PUBLIC AVAILABILITY OF NPV METHODOLOGY, COMPUTER 
MODEL, AND VARIABLES.—The Secretary shall make publicly avail-
able, including by posting on a World Wide Web site of the Sec-
retary— 
(1) the Secretary’s methodology and computer model, 
including all formulae used in such computer model, used for 
calculating net present value of a mortgage that is used by 
the calculator established pursuant to subsection (b); and 
(2) all non-proprietary variables used in such net present 
value analysis. 
SEC. 1483. PUBLIC AVAILABILITY OF INFORMATION OF MAKING HOME 
AFFORDABLE PROGRAM. 
(a) REVISIONS TO PROGRAM GUIDELINES.—The Secretary of the 
Treasury (in this section referred to as the ‘‘Secretary’’) shall revise 
the guidelines for the Home Affordable Modification Program of 
the Making Home Affordable initiative of the Secretary of the 
12 USC 5219b. 
12 USC 5219a. 
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124 STAT. 2204 
PUBLIC LAW 111–203—JULY 21, 2010 
Treasury, authorized under the Emergency Economic Stabilization 
Act of 2008 (Public Law 110–343), to provide that the data being 
collected by the Secretary from each mortgage servicer and lender 
participating in the Program is made public in accordance with 
subsection (b). 
(b) PUBLIC
AVAILABILITY.—Data shall be made available 
according to the following guidelines: 
(1) Not more than 14 days after each monthly deadline 
for submission of data by mortgage servicers and lenders 
participating in the Program, reports shall be made publicly 
available by means of a World Wide Web site of the Secretary, 
and by submitting a report to the Congress, that shall includes 
the following information: 
(A) The number of requests for mortgage modifications 
under the Program that the servicer or lender has received. 
(B) The number of requests for mortgage modifications 
under the Program that the servicer or lender has proc-
essed. 
(C) The number of requests for mortgage modifications 
under the Program that the servicer or lender has 
approved. 
(D) The number of requests for mortgage modifications 
under the Program that the servicer or lender has denied. 
(2) Not more than 60 days after each monthly deadline 
for submission of data by mortgage servicers and lenders 
participating in the Program, the Secretary shall make data 
tables available to the public at the individual record level. 
The Secretary shall issue regulations prescribing— 
(A) the procedures for disclosing such data to the 
public; and 
(B) such deletions as the Secretary may determine 
to be appropriate to protect any privacy interest of any 
mortgage modification applicant, including the deletion or 
alteration of the applicant’s name and identification 
number. 
SEC. 1484. PROTECTING TENANTS AT FORECLOSURE EXTENSION AND 
CLARIFICATION. 
The Protecting Tenants at Foreclosure Act is amended— 
(1) in section 702 (12 U.S.C. 5220 note)— 
(A) in subsection (a)(2), by striking ‘‘, as of the date 
of such notice of foreclosure’’; and 
(B) in subsection (c), by inserting after the period the 
following: ‘‘For purposes of this section, the date of a notice 
of foreclosure shall be deemed to be the date on which 
complete title to a property is transferred to a successor 
entity or person as a result of an order of a court or 
pursuant to provisions in a mortgage, deed of trust, or 
security deed.’’; and 
(2) in section 704 (12 U.S.C. 5201 note), by striking ‘‘2012’’ 
and inserting ‘‘2014’’. 
Regulations. 
Records. 
Reports. 
Web posting. 
Deadlines. 
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124 STAT. 2205 
PUBLIC LAW 111–203—JULY 21, 2010 
Subtitle H—Miscellaneous Provisions 
SEC. 1491. SENSE OF CONGRESS REGARDING THE IMPORTANCE OF 
GOVERNMENT-SPONSORED ENTERPRISES REFORM TO 
ENHANCE THE PROTECTION, LIMITATION, AND REGULA-
TION OF THE TERMS OF RESIDENTIAL MORTGAGE 
CREDIT. 
(a) FINDINGS.—The Congress finds as follows: 
(1) 
The 
Government-sponsored 
enterprises, 
Federal 
National Mortgage Association (Fannie Mae) and the Federal 
Home Loan Mortgage Corporation (Freddie Mac), were char-
tered by Congress to ensure a reliable and affordable supply 
of mortgage funding, but enjoy a dual legal status as privately 
owned corporations with Government mandated affordable 
housing goals. 
(2) In 1996, the Department of Housing and Urban Develop-
ment required that 42 percent of Fannie Mae’s and Freddie 
Mac’s mortgage financing should go to borrowers with income 
levels below the median for a given area. 
(3) In 2004, the Department of Housing and Urban Develop-
ment revised those goals, increasing them to 56 percent of 
their overall mortgage purchases by 2008, and additionally 
mandated that 12 percent of all mortgage purchases by Fannie 
Mae and Freddie Mac be ‘‘special affordable’’ loans made to 
borrowers with incomes less than 60 percent of an area’s 
median income, a target that ultimately increased to 28 percent 
for 2008. 
(4) To help fulfill those mandated affordable housing goals, 
in 1995 the Department of Housing and Urban Development 
authorized Fannie Mae and Freddie Mac to purchase subprime 
securities that included loans made to low-income borrowers. 
(5) After this authorization to purchase subprime securities, 
subprime and near-prime loans increased from 9 percent of 
securitized mortgages in 2001 to 40 percent in 2006, while 
the market share of conventional mortgages dropped from 78.8 
percent in 2003 to 50.1 percent by 2007 with a corresponding 
increase in subprime and Alt-A loans from 10.1 percent to 
32.7 percent over the same period. 
(6) In 2004 alone, Fannie Mae and Freddie Mac purchased 
$175,000,000,000 in subprime mortgage securities, which 
accounted for 44 percent of the market that year, and from 
2005 through 2007, Fannie Mae and Freddie Mac purchased 
approximately $1,000,000,000,000 in subprime and Alt-A loans, 
while Fannie Mae’s acquisitions of mortgages with less than 
10 percent down payments almost tripled. 
(7) According to data from the Federal Housing Finance 
Agency (FHFA) for the fourth quarter of 2008, Fannie Mae 
and Freddie Mac own or guarantee 75 percent of all newly 
originated mortgages, and Fannie Mae and Freddie Mac cur-
rently own 13.3 percent of outstanding mortgage debt in the 
United States and have issued mortgage-backed securities for 
31.0 percent of the residential debt market, a combined total 
of 44.3 percent of outstanding mortgage debt in the United 
States. 
(8) On September 7, 2008, the FHFA placed Fannie Mae 
and Freddie Mac into conservatorship, with the Treasury 
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124 STAT. 2206 
PUBLIC LAW 111–203—JULY 21, 2010 
Department subsequently agreeing to purchase at least 
$200,000,000,000 of preferred stock from each enterprise in 
exchange for warrants for the purchase of 79.9 percent of 
each enterprise’s common stock. 
(9) The conservatorship for Fannie Mae and Freddie Mac 
has 
potentially 
exposed 
taxpayers 
to 
upwards 
of 
$5,300,000,000,000 worth of risk. 
(10) The hybrid public-private status of Fannie Mae and 
Freddie Mac is untenable and must be resolved to assure that 
consumers are offered and receive residential mortgage loans 
on terms that reasonably reflect their ability to repay the 
loans and that are understandable and not unfair, deceptive, 
or abusive. 
(b) SENSE OF THE CONGRESS.—It is the sense of the Congress 
that efforts to enhance by the protection, limitation, and regulation 
of the terms of residential mortgage credit and the practices related 
to such credit would be incomplete without enactment of meaningful 
structural reforms of Fannie Mae and Freddie Mac. 
SEC. 1492. GAO STUDY REPORT ON GOVERNMENT EFFORTS TO COM-
BAT MORTGAGE FORECLOSURE RESCUE SCAMS AND 
LOAN MODIFICATION FRAUD. 
(a) STUDY.—The Comptroller General of the United States shall 
conduct a study of the current inter-agency efforts of the Secretary 
of the Treasury, the Secretary of Housing and Urban Development, 
the Attorney General, and the Federal Trade Commission to crack-
down on mortgage foreclosure rescue scams and loan modification 
fraud in order to advise the Congress to the risks and vulnerabilities 
of emerging schemes in the loan modification arena. 
(b) REPORT.— 
(1) IN GENERAL.—The Comptroller General shall submit 
a report to the Congress on the study conducted under sub-
section (a) containing such recommendations for legislative and 
administrative actions as the Comptroller General may deter-
mine to be appropriate in addition to the recommendations 
required under paragraph (2). 
(2) SPECIFIC TOPICS.—The report made under paragraph 
(1) shall include— 
(A) an evaluation of the effectiveness of the inter- 
agency task force current efforts to combat mortgage fore-
closure rescue scams and loan modification fraud scams; 
(B) specific recommendations on agency or legislative 
action that are essential to properly protect homeowners 
from mortgage foreclosure rescue scams and loan modifica-
tion fraud scams; and 
(C) the adequacy of financial resources that the Federal 
Government is allocating to— 
(i) crackdown on loan modification and foreclosure 
rescue scams; and 
(ii) the education of homeowners about fraudulent 
scams relating to loan modification and foreclosure 
rescues. 
SEC. 1493. REPORTING OF MORTGAGE DATA BY STATE. 
(a) IN GENERAL.—Section 104(a) of the Helping Families Save 
Their Homes Act of 2009 (division A of Public Law 111–22) is 
amended— 
12 USC 
1715z–25. 
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124 STAT. 2207 
PUBLIC LAW 111–203—JULY 21, 2010 
(1) in paragraph (2), by striking ‘‘resulting’’ and inserting 
‘‘in each State that result’’; 
(2) in paragraph (3), by inserting ‘‘each State for’’ after 
‘‘modifications in’’; and 
(3) in paragraph (4), by inserting ‘‘in each State’’ after 
‘‘total number of loans’’. 
(b) CONFORMING AMENDMENT.—Section 104(b)(1)(A) of such Act 
is amended by adding at the end the following sentence: ‘‘Not 
later than 60 days after the date of the enactment of the Dodd- 
Frank Wall Street Reform and Consumer Protection Act, the Comp-
troller of the Currency and the Director of the Office of Thrift 
Supervision shall update such requirements to reflect amendments 
made to this section by such Act.’’. 
SEC. 1494. STUDY OF EFFECT OF DRYWALL PRESENCE ON FORE-
CLOSURES. 
(a) STUDY.—The Secretary of Housing and Urban Development, 
in consultation with the Secretary of the Treasury, shall conduct 
a study of the effect on residential mortgage loan foreclosures 
of— 
(1) the presence in residential structures subject to such 
mortgage loans of drywall that was imported from China during 
the period beginning with 2004 and ending at the end of 2007; 
and 
(2) the availability of property insurance for residential 
structures in which such drywall is present. 
(b) REPORT.—Not later than the expiration of the 120-day period 
beginning on the date of the enactment of this Act, the Secretary 
of Housing and Urban Development shall submit to the Congress 
a report on the study conducted under subsection (a) containing 
its findings, conclusions, and recommendations. 
SEC. 1495. DEFINITION. 
For purposes of this title, the term ‘‘designated transfer date’’ 
means the date established under section 1062 of this Act. 
SEC. 1496. EMERGENCY MORTGAGE RELIEF. 
(a) EMERGENCY HOMEOWNERS’ RELIEF FUND.—Effective October 
1, 2010, and notwithstanding any other provision of law, there 
is hereby made available to the Secretary of Housing and Urban 
Development such sums as are necessary to provide $1,000,000,000 
in assistance through the Emergency Homeowners’ Relief Fund, 
which such Secretary shall establish pursuant to section 107 of 
the Emergency Housing Act of 1975 (12 U.S.C. 2706), as such 
Act is amended by this section, for use for emergency mortgage 
assistance in accordance with title I of such Act. 
(b) REAUTHORIZATION OF EMERGENCY MORTGAGE RELIEF PRO-
GRAM.—Title I of the Emergency Housing Act of 1975 is amended— 
(1) in section 103 (12 U.S.C. 2702)— 
(A) in paragraph (2)— 
(i) by striking ‘‘have indicated’’ and all that follows 
through ‘‘regulation of the holder’’ and insert ‘‘have 
certified’’; 
(ii) by striking ‘‘(such as the volume of delinquent 
loans in its portfolio)’’; and 
(iii) by striking ‘‘, except that such statement’’ and 
all that follows through ‘‘purposes of this title’’; and 
Effective date. 
12 USC 2706 
note. 
15 USC 1601 
note. 
Deadline. 
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124 STAT. 2208 
PUBLIC LAW 111–203—JULY 21, 2010 
(B) in paragraph (4), by inserting ‘‘or medical condi-
tions’’ after ‘‘adverse economic conditions’’; 
(2) in section 104 (12 U.S.C. 2703)— 
(A) in subsection (b), by striking ‘‘, but such assistance’’ 
and all that follows through the period at the end and 
inserting the following: ‘‘. The amount of assistance pro-
vided to a homeowner under this title shall be an amount 
that the Secretary determines is reasonably necessary to 
supplement such amount as the homeowner is capable 
of contributing toward such mortgage payment, except that 
the aggregate amount of such assistance provided for any 
homeowner shall not exceed $50,000.’’; 
(B) in subsection (d), by striking ‘‘interest on a loan 
or advance’’ and all that follows through the end of the 
subsection and inserting the following: ‘‘(1) the rate of 
interest on any loan or advance of credit insured under 
this title shall be fixed for the life of the loan or advance 
of credit and shall not exceed the rate of interest that 
is generally charged for mortgages on single-family housing 
insured by the Secretary of Housing and Urban Develop-
ment under title II of the National Housing Act at the 
time such loan or advance of credit is made, and (2) no 
interest shall be charged on interest which is deferred 
on a loan or advance of credit made under this title. In 
establishing rates, terms and conditions for loans or 
advances of credit made under this title, the Secretary 
shall take into account a homeowner’s ability to repay 
such loan or advance of credit.’’; and 
(C) in subsection (e), by inserting after the period at 
the end of the first sentence the following: ‘‘Any eligible 
homeowner who receives a grant or an advance of credit 
under this title may repay the loan in full, without penalty, 
by lump sum or by installment payments at any time 
before the loan becomes due and payable.’’; 
(3) in section 105 (12 U.S.C. 2704)— 
(A) by striking subsection (b); 
(B) in subsection (e)— 
(i) by inserting ‘‘and emergency mortgage relief 
payments made under section 106’’ after ‘‘insured 
under this section’’; and 
(ii) by striking ‘‘$1,500,000,000 at any one time’’ 
and inserting ‘‘$3,000,000,000’’; 
(C) by redesignating subsections (c), (d), and (e) as 
subsections (b), (c), and (d), respectively; and 
(D) by adding at the end the following new subsection: 
‘‘(e) The Secretary shall establish underwriting guidelines or 
procedures to allocate amounts made available for loans and 
advances insured under this section and for emergency relief pay-
ments made under section 106 based on the likelihood that a 
mortgagor will be able to resume mortgage payments, pursuant 
to the requirement under section 103(5).’’; 
(4) in section 107— 
(A) by striking ‘‘(a)’’; and 
(B) by striking subsection (b); 
(5) in section 108 (12 U.S.C. 2707), by adding at the end 
the following new subsection: 
12 USC 2706. 
Guidelines. 
Procedures. 
Determination. 
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124 STAT. 2209 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(d) COVERAGE OF EXISTING PROGRAMS.—The Secretary shall 
allow funds to be administered by a State that has an existing 
program that is determined by the Secretary to provide substan-
tially similar assistance to homeowners. After such determination 
is made such State shall not be required to modify such program 
to comply with the provisions of this title.’’; 
(6) in section 109 (12 U.S.C. 2708)— 
(A) in the section heading, by striking ‘‘AUTHORIZATION 
AND’’; 
(B) by striking subsection (a); 
(C) by striking ‘‘(b)’’; and 
(D) by striking ‘‘1977’’ and inserting ‘‘2011’’; 
(7) by striking sections 110, 111, and 113 (12 U.S.C. 2709, 
2710, 2712); and 
(8) by redesignating section 112 (12 U.S.C. 2711) as section 
110. 
SEC. 1497. ADDITIONAL ASSISTANCE FOR NEIGHBORHOOD STABILIZA-
TION PROGRAM. 
(a) IN GENERAL.—Effective October 1, 2010, out of funds in 
the Treasury not otherwise appropriated, there is hereby made 
available to the Secretary of Housing and Urban Development 
$1,000,000,000, and the Secretary of Housing and Urban Develop-
ment shall use such amounts for assistance to States and units 
of general local government for the redevelopment of abandoned 
and foreclosed homes, in accordance with the same provisions 
applicable under the second undesignated paragraph under the 
heading ‘‘Community Planning and Development—Community 
Development Fund’’ in title XII of division A of the American 
Recovery and Reinvestment Act of 2009 (Public Law 111–5; 123 
Stat. 217) to amounts made available under such second undesig-
nated paragraph, except as follows: 
(1) Notwithstanding the matter of such second undesig-
nated paragraph that precedes the first proviso, amounts made 
available by this section shall remain available until expended. 
(2) The 3rd, 4th, 5th, 6th, 7th, and 15th provisos of such 
second undesignated paragraph shall not apply to amounts 
made available by this section. 
(3) Amounts made available by this section shall be allo-
cated based on a funding formula for such amounts established 
by the Secretary in accordance with section 2301(b) of the 
Housing and Economic Recovery Act of 2008 (42 U.S.C. 5301 
note), except that— 
(A) notwithstanding paragraph (2) of such section 
2301(b), the formula shall be established not later than 
30 days after the date of the enactment of this Act; 
(B) notwithstanding such section 2301(b), each State 
shall receive, at a minimum, not less than 0.5 percent 
of funds made available under this section; 
(C) the Secretary may establish a minimum grant 
amount for direct allocations to units of general local 
government located within a State, which shall not exceed 
$1,000,000; 
(D) each State and local government receiving grant 
amounts shall establish procedures to create preferences 
Procedures. 
Deadline. 
Effective date. 
State and local 
governments. 
42 USC 5301 
note. 
Determination. 
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124 STAT. 2210 
PUBLIC LAW 111–203—JULY 21, 2010 
for the development of affordable rental housing for prop-
erties assisted with amounts made available by this section; 
and 
(E) the Secretary may use not more than 2 percent 
of the funds made available under this section for technical 
assistance to grantees. 
(4) Paragraph (1) of section 2301(c) of the Housing and 
Economic Recovery Act of 2008 shall not apply to amounts 
made available by this section. 
(5) The fourth proviso from the end of such second undesig-
nated paragraph shall be applied to amounts made available 
by this section by substituting ‘‘2013’’ for ‘‘2012’’. 
(6) Notwithstanding section 2301(a) of the Housing and 
Economic Recovery Act of 2008, the term ‘‘State’’ means any 
State, as defined in section 102 of the Housing and Community 
Development Act of 1974 (42 U.S.C. 5302), and the District 
of Columbia, for purposes of this section and this title, as 
applied to amounts made available by this section. 
(7)(A) None of the amounts made available by this section 
shall be distributed to— 
(i) any organization which has been convicted for a 
violation under Federal law relating to an election for 
Federal office; or 
(ii) any organization which employs applicable individ-
uals. 
(B) In this paragraph, the term ‘‘applicable individual’’ 
means an individual who— 
(i) is— 
(I) employed by the organization in a permanent 
or temporary capacity; 
(II) contracted or retained by the organization; 
or 
(III) acting on behalf of, or with the express or 
apparent authority of, the organization; and 
(ii) has been convicted for a violation under Federal 
law relating to an election for Federal office. 
(8) An eligible entity receiving a grant under this section 
shall, to the maximum extent feasible, provide for the hiring 
of employees who reside in the vicinity, as such term is defined 
by the Secretary, of projects funded under this section or con-
tract with small businesses that are owned and operated by 
persons residing in the vicinity of such projects. 
(b) ADDITIONAL AMENDMENTS.— 
(1) SECTION 2301.—Section 2301(f)(3)(A)(ii) of the Housing 
and 
Economic 
Recovery 
Act 
of 
2008 
(42 
U.S.C. 
5301(f)(3)(A)(ii))— 
(A) is amended by striking ‘‘for the purchase and 
redevelopment of abandoned and foreclosed upon homes 
or residential properties that will be used’’; and 
(B) shall apply with respect to any unexpended or 
unobligated balances, including recaptured and reallocated 
funds made available under this Act, section 2301 of the 
Housing and Economic Recovery Act of 2008 (42 U.S.C. 
5301), and the heading ‘‘Community Planning and Develop-
ment—Community Development Fund’’ in title XII of divi-
sion A of the American Recovery and Reinvestment Act 
of 2009 (Public Law 111-5; 123 Stat. 217). 
Applicability. 
42 USC 5301 
note. 
Definition. 
Election 
violations. 
Definition. 
Applicability. 
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124 STAT. 2211 
PUBLIC LAW 111–203—JULY 21, 2010 
(2) NOTICE
OF
FORECLOSURE.—For any amounts made 
available under this section, under division B, title III of the 
Housing and Economic Recovery Act of 2008 (42 U.S.C. 5301), 
or under the heading ‘‘Community Planning and Development— 
Community Development Fund’’ in title XII of division A of 
the American Recovery and Reinvestment Act of 2009 (Public 
Law 111-5; 123 Stat. 217), the date of a notice of foreclosure 
shall be deemed to be the date on which complete title to 
a property is transferred to a successor entity or person as 
a result of an order of a court or pursuant to provisions in 
a mortgage, deed of trust, or security deed. 
SEC. 1498. LEGAL ASSISTANCE FOR FORECLOSURE-RELATED ISSUES. 
(a) ESTABLISHMENT.—The Secretary of Housing and Urban 
Development (hereafter in this section referred to as the ‘‘Sec-
retary’’) shall establish a program for making grants for providing 
a full range of foreclosure legal assistance to low- and moderate- 
income homeowners and tenants related to home ownership 
preservation, home foreclosure prevention, and tenancy associated 
with home foreclosure. 
(b) COMPETITIVE ALLOCATION.—The Secretary shall allocate 
amounts made available for grants under this section to State 
and local legal organizations on the basis of a competitive process. 
For purposes of this subsection ‘‘State and local legal organizations’’ 
are those State and local organizations whose primary business 
or mission is to provide legal assistance. 
(c) PRIORITY
TO CERTAIN AREAS.—In allocating amounts in 
accordance with subsection (b), the Secretary shall give priority 
consideration to State and local legal organizations that are oper-
ating in the 125 metropolitan statistical areas (as that term is 
defined by the Director of the Office of Management and Budget) 
with the highest home foreclosure rates. 
(d) LEGAL ASSISTANCE.— 
(1) IN GENERAL.—Any State or local legal organization that 
receives financial assistance pursuant to this section may use 
such amounts only to assist— 
(A) homeowners of owner-occupied homes with mort-
gages in default, in danger of default, or subject to or 
at risk of foreclosure; and 
(B) tenants at risk of or subject to eviction as a result 
of foreclosure of the property in which such tenant resides. 
(2) COMMENCE USE WITHIN 90 DAYS.—Any State or local 
legal organization that receives financial assistance pursuant 
to this section shall begin using any financial assistance 
received under this section within 90 days after receipt of 
the assistance. 
(3) PROHIBITION ON CLASS ACTIONS.—No funds provided 
to a State or local legal organization under this section may 
be used to support any class action litigation. 
(4) LIMITATION
ON
LEGAL
ASSISTANCE.—Legal assistance 
funded with amounts provided under this section shall be lim-
ited to mortgage-related default, eviction, or foreclosure pro-
ceedings, without regard to whether such foreclosure is judicial 
or nonjudicial. 
(5) EFFECTIVE DATE.—Notwithstanding any other provision 
of this Act, this subsection shall take effect on the date of 
the enactment of this Act. 
States and local 
organizations. 
Grants. 
12 USC 1701x–2. 
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124 STAT. 2212 
PUBLIC LAW 111–203—JULY 21, 2010 
(e) LIMITATION ON DISTRIBUTION OF ASSISTANCE.— 
(1) IN
GENERAL.—None of the amounts made available 
under this section shall be distributed to— 
(A) any organization which has been convicted for a 
violation under Federal law relating to an election for 
Federal office; or 
(B) any organization which employs applicable individ-
uals. 
(2) DEFINITION OF APPLICABLE INDIVIDUALS.—In this sub-
section, the term ‘‘applicable individual’’ means an individual 
who— 
(A) is— 
(i) employed by the organization in a permanent 
or temporary capacity; 
(ii) contracted or retained by the organization; or 
(iii) acting on behalf of, or with the express or 
apparent authority of, the organization; and 
(B) has been convicted for a violation under Federal 
law relating to an election for Federal office. 
(f) AUTHORIZATION OF APPROPRIATIONS.—There are authorized 
to be appropriated to the Secretary $35,000,000 for each of fiscal 
years 2011 through 2012 for grants under this section. 
TITLE XV—MISCELLANEOUS 
PROVISIONS 
SEC. 1501. RESTRICTIONS ON USE OF UNITED STATES FUNDS FOR 
FOREIGN GOVERNMENTS; PROTECTION OF AMERICAN 
TAXPAYERS. 
The Bretton Woods Agreements Act (22 U.S.C. 286 et seq.) 
is amended by adding at the end the following: 
‘‘SEC. 68. RESTRICTIONS ON USE OF UNITED STATES FUNDS FOR FOR-
EIGN GOVERNMENTS; PROTECTION OF AMERICAN TAX-
PAYERS. 
‘‘(a) IN GENERAL.—The Secretary of the Treasury shall instruct 
the United States Executive Director at the International Monetary 
Fund— 
‘‘(1) to evaluate, prior to consideration by the Board of 
Executive Directors of the Fund , any proposal submitted to 
the Board for the Fund to make a loan to a country if— 
‘‘(A) the amount of the public debt of the country 
exceeds the gross domestic product of the country as of 
the most recent year for which such information is avail-
able; and 
‘‘(B) the country is not eligible for assistance from 
the International Development Association. 
‘‘(2) OPPOSITION
TO
LOANS
UNLIKELY
TO
BE
REPAID
IN 
FULL.—If any such evaluation indicates that the proposed loan 
is not likely to be repaid in full, the Secretary of the Treasury 
shall instruct the United States Executive Director at the Fund 
to use the voice and vote of the United States to oppose the 
proposal. 
‘‘(b) REPORTS TO CONGRESS.—Within 30 days after the Board 
of Executive Directors of the Fund approves a proposal described 
in subsection (a), and annually thereafter by June 30, for the 
22 USC 286tt. 
Election 
violations. 
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124 STAT. 2213 
PUBLIC LAW 111–203—JULY 21, 2010 
duration of any program approved under such proposals, the Sec-
retary of the Treasury shall report in writing to the Committee 
on Financial Services of the House of Representatives and the 
Committee on Foreign Relations and the Committee on Banking, 
Housing, and Urban Affairs of the Senate assessing the likelihood 
that loans made pursuant to such proposals will be repaid in 
full, including— 
‘‘(1) the borrowing country’s current debt status, including, 
to the extent possible, its maturity structure, whether it has 
fixed or floating rates, whether it is indexed, and by whom 
it is held; 
‘‘(2) the borrowing country’s external and internal 
vulnerabilities that could potentially affect its ability to repay; 
and 
‘‘(3) the borrowing country’s debt management strategy.’’. 
SEC. 1502. CONFLICT MINERALS. 
(a) SENSE OF CONGRESS ON EXPLOITATION AND TRADE OF CON-
FLICT MINERALS ORIGINATING IN THE DEMOCRATIC REPUBLIC OF 
THE CONGO.—It is the sense of Congress that the exploitation 
and trade of conflict minerals originating in the Democratic Republic 
of the Congo is helping to finance conflict characterized by extreme 
levels of violence in the eastern Democratic Republic of the Congo, 
particularly sexual- and gender-based violence, and contributing 
to an emergency humanitarian situation therein, warranting the 
provisions of section 13(p) of the Securities Exchange Act of 1934, 
as added by subsection (b). 
(b) DISCLOSURE RELATING TO CONFLICT MINERALS ORIGINATING 
IN THE DEMOCRATIC REPUBLIC OF THE CONGO.—Section 13 of the 
Securities Exchange Act of 1934 (15 U.S.C. 78m), as amended 
by this Act, is amended by adding at the end the following new 
subsection: 
‘‘(p) DISCLOSURES RELATING
TO CONFLICT MINERALS ORIGI-
NATING IN THE DEMOCRATIC REPUBLIC OF THE CONGO.— 
‘‘(1) REGULATIONS.— 
‘‘(A) IN GENERAL.—Not later than 270 days after the 
date of the enactment of this subsection, the Commission 
shall 
promulgate 
regulations 
requiring 
any 
person 
described in paragraph (2) to disclose annually, beginning 
with the person’s first full fiscal year that begins after 
the date of promulgation of such regulations, whether con-
flict minerals that are necessary as described in paragraph 
(2)(B), in the year for which such reporting is required, 
did originate in the Democratic Republic of the Congo 
or an adjoining country and, in cases in which such conflict 
minerals did originate in any such country, submit to the 
Commission a report that includes, with respect to the 
period covered by the report— 
‘‘(i) a description of the measures taken by the 
person to exercise due diligence on the source and 
chain of custody of such minerals, which measures 
shall include an independent private sector audit of 
such report submitted through the Commission that 
is conducted in accordance with standards established 
by the Comptroller General of the United States, in 
accordance with rules promulgated by the Commission, 
in consultation with the Secretary of State; and 
Deadlines. 
Effective date. 
Reports. 
15 USC 78m 
note. 
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124 STAT. 2214 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(ii) a description of the products manufactured 
or contracted to be manufactured that are not DRC 
conflict free (‘DRC conflict free’ is defined to mean 
the products that do not contain minerals that directly 
or indirectly finance or benefit armed groups in the 
Democratic Republic of the Congo or an adjoining 
country), the entity that conducted the independent 
private sector audit in accordance with clause (i), the 
facilities used to process the conflict minerals, the 
country of origin of the conflict minerals, and the 
efforts to determine the mine or location of origin with 
the greatest possible specificity. 
‘‘(B) CERTIFICATION.—The person submitting a report 
under subparagraph (A) shall certify the audit described 
in clause (i) of such subparagraph that is included in such 
report. Such a certified audit shall constitute a critical 
component of due diligence in establishing the source and 
chain of custody of such minerals. 
‘‘(C) UNRELIABLE DETERMINATION.—If a report required 
to be submitted by a person under subparagraph (A) relies 
on a determination of an independent private sector audit, 
as described under subparagraph (A)(i), or other due dili-
gence processes previously determined by the Commission 
to be unreliable, the report shall not satisfy the require-
ments of the regulations promulgated under subparagraph 
(A)(i). 
‘‘(D) DRC CONFLICT FREE.—For purposes of this para-
graph, a product may be labeled as ‘DRC conflict free’ 
if the product does not contain conflict minerals that 
directly or indirectly finance or benefit armed groups in 
the Democratic Republic of the Congo or an adjoining 
country. 
‘‘(E) INFORMATION
AVAILABLE
TO
THE
PUBLIC.—Each 
person described under paragraph (2) shall make available 
to the public on the Internet website of such person the 
information disclosed by such person under subparagraph 
(A). 
‘‘(2) PERSON DESCRIBED.—A person is described in this para-
graph if— 
‘‘(A) the person is required to file reports with the 
Commission pursuant to paragraph (1)(A); and 
‘‘(B) conflict minerals are necessary to the functionality 
or production of a product manufactured by such person. 
‘‘(3) REVISIONS AND WAIVERS.—The Commission shall revise 
or temporarily waive the requirements described in paragraph 
(1) if the President transmits to the Commission a determina-
tion that— 
‘‘(A) such revision or waiver is in the national security 
interest of the United States and the President includes 
the reasons therefor; and 
‘‘(B) establishes a date, not later than 2 years after 
the initial publication of such exemption, on which such 
exemption shall expire. 
‘‘(4) TERMINATION
OF
DISCLOSURE
REQUIREMENTS.—The 
requirements of paragraph (1) shall terminate on the date 
on which the President determines and certifies to the appro-
priate congressional committees, but in no case earlier than 
President. 
Determination. 
Certification. 
Publication. 
President. 
Determination. 
Web posting. 
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124 STAT. 2215 
PUBLIC LAW 111–203—JULY 21, 2010 
the date that is one day after the end of the 5-year period 
beginning on the date of the enactment of this subsection, 
that no armed groups continue to be directly involved and 
benefitting from commercial activity involving conflict minerals. 
‘‘(5) DEFINITIONS.—For purposes of this subsection, the 
terms ‘adjoining country’, ‘appropriate congressional commit-
tees’, ‘armed group’, and ‘conflict mineral’ have the meaning 
given those terms under section 1502 of the Dodd-Frank Wall 
Street Reform and Consumer Protection Act.’’. 
(c) STRATEGY AND MAP TO ADDRESS LINKAGES BETWEEN CON-
FLICT MINERALS AND ARMED GROUPS.— 
(1) STRATEGY.— 
(A) IN GENERAL.—Not later than 180 days after the 
date of the enactment of this Act, the Secretary of State, 
in consultation with the Administrator of the United States 
Agency for International Development, shall submit to the 
appropriate congressional committees a strategy to address 
the linkages between human rights abuses, armed groups, 
mining of conflict minerals, and commercial products. 
(B) CONTENTS.—The strategy required by subpara-
graph (A) shall include the following: 
(i) A plan to promote peace and security in the 
Democratic Republic of the Congo by supporting efforts 
of the Government of the Democratic Republic of the 
Congo, including the Ministry of Mines and other rel-
evant agencies, adjoining countries, and the inter-
national community, in particular the United Nations 
Group of Experts on the Democratic Republic of Congo, 
to— 
(I) monitor and stop commercial activities 
involving the natural resources of the Democratic 
Republic of the Congo that contribute to the activi-
ties of armed groups and human rights violations 
in the Democratic Republic of the Congo; and 
(II) develop stronger governance and economic 
institutions that can facilitate and improve trans-
parency in the cross-border trade involving the 
natural resources of the Democratic Republic of 
the Congo to reduce exploitation by armed groups 
and promote local and regional development. 
(ii) A plan to provide guidance to commercial enti-
ties seeking to exercise due diligence on and formalize 
the origin and chain of custody of conflict minerals 
used in their products and on their suppliers to ensure 
that conflict minerals used in the products of such 
suppliers do not directly or indirectly finance armed 
conflict or result in labor or human rights violations. 
(iii) A description of punitive measures that could 
be taken against individuals or entities whose commer-
cial activities are supporting armed groups and human 
rights violations in the Democratic Republic of the 
Congo. 
(2) MAP.— 
(A) IN GENERAL.—Not later than 180 days after the 
date of the enactment of this Act, the Secretary of State 
shall, in accordance with the recommendation of the United 
Deadline. 
Deadline. 
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124 STAT. 2216 
PUBLIC LAW 111–203—JULY 21, 2010 
Nations Group of Experts on the Democratic Republic of 
the Congo in their December 2008 report— 
(i) produce a map of mineral-rich zones, trade 
routes, and areas under the control of armed groups 
in the Democratic Republic of the Congo and adjoining 
countries based on data from multiple sources, 
including— 
(I) the United Nations Group of Experts on 
the Democratic Republic of the Congo; 
(II) 
the 
Government 
of 
the 
Democratic 
Republic of the Congo, the governments of 
adjoining countries, and the governments of other 
Member States of the United Nations; and 
(III) local and international nongovernmental 
organizations; 
(ii) make such map available to the public; and 
(iii) provide to the appropriate congressional 
committees an explanatory note describing the sources 
of information from which such map is based and 
the identification, where possible, of the armed groups 
or other forces in control of the mines depicted. 
(B) DESIGNATION.—The map required under subpara-
graph (A) shall be known as the ‘‘Conflict Minerals Map’’, 
and mines located in areas under the control of armed 
groups in the Democratic Republic of the Congo and 
adjoining countries, as depicted on such Conflict Minerals 
Map, shall be known as ‘‘Conflict Zone Mines’’. 
(C) UPDATES.—The Secretary of State shall update the 
map required under subparagraph (A) not less frequently 
than once every 180 days until the date on which the 
disclosure requirements under paragraph (1) of section 
13(p) of the Securities Exchange Act of 1934, as added 
by subsection (b), terminate in accordance with the provi-
sions of paragraph (4) of such section 13(p). 
(D) PUBLICATION IN FEDERAL REGISTER.—The Secretary 
of State shall add minerals to the list of minerals in the 
definition of conflict minerals under section 1502, as appro-
priate. The Secretary shall publish in the Federal Register 
notice of intent to declare a mineral as a conflict mineral 
included in such definition not later than one year before 
such declaration. 
(d) REPORTS.— 
(1) BASELINE
REPORT.—Not later than 1 year after the 
date of the enactment of this Act and annually thereafter 
until the termination of the disclosure requirements under 
section 13(p) of the Securities Exchange Act of 1934, the Comp-
troller General of the United States shall submit to appropriate 
congressional committees a report that includes an assessment 
of the rate of sexual- and gender-based violence in war-torn 
areas of the Democratic Republic of the Congo and adjoining 
countries. 
(2) REGULAR REPORT ON EFFECTIVENESS.—Not later than 
2 years after the date of the enactment of this Act and annually 
thereafter, the Comptroller General of the United States shall 
submit to the appropriate congressional committees a report 
that includes the following: 
Notice. 
Deadline. 
Deadline. 
Public 
information. 
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124 STAT. 2217 
PUBLIC LAW 111–203—JULY 21, 2010 
(A) An assessment of the effectiveness of section 13(p) 
of the Securities Exchange Act of 1934, as added by sub-
section (b), in promoting peace and security in the Demo-
cratic Republic of the Congo and adjoining countries. 
(B) A description of issues encountered by the Securi-
ties and Exchange Commission in carrying out the provi-
sions of such section 13(p). 
(C)(i) A general review of persons described in clause 
(ii) and whether information is publicly available about— 
(I) the use of conflict minerals by such persons; 
and 
(II) whether such conflict minerals originate from 
the Democratic Republic of the Congo or an adjoining 
country. 
(ii) A person is described in this clause if— 
(I) the person is not required to file reports with 
the Securities and Exchange Commission pursuant to 
section 13(p)(1)(A) of the Securities Exchange Act of 
1934, as added by subsection (b); and 
(II) 
conflict minerals 
are 
necessary 
to 
the 
functionality or production of a product manufactured 
by such person. 
(3) REPORT ON PRIVATE SECTOR AUDITING.—Not later than 
30 months after the date of the enactment of this Act, and 
annually thereafter, the Secretary of Commerce shall submit 
to the appropriate congressional committees a report that 
includes the following: 
(A) An assessment of the accuracy of the independent 
private sector audits and other due diligence processes 
described under section 13(p) of the Securities Exchange 
Act of 1934. 
(B) Recommendations for the processes used to carry 
out such audits, including ways to— 
(i) improve the accuracy of such audits; and 
(ii) establish standards of best practices. 
(C) A listing of all known conflict mineral processing 
facilities worldwide. 
(e) DEFINITIONS.—For purposes of this section: 
(1) ADJOINING
COUNTRY.—The term ‘‘adjoining country’’, 
with respect to the Democratic Republic of the Congo, means 
a country that shares an internationally recognized border with 
the Democratic Republic of the Congo. 
(2) APPROPRIATE CONGRESSIONAL COMMITTEES.—The term 
‘‘appropriate congressional committees’’ means— 
(A) the Committee on Appropriations, the Committee 
on Foreign Affairs, the Committee on Ways and Means, 
and the Committee on Financial Services of the House 
of Representatives; and 
(B) the Committee on Appropriations, the Committee 
on Foreign Relations, the Committee on Finance, and the 
Committee on Banking, Housing, and Urban Affairs of 
the Senate. 
(3) ARMED
GROUP.—The term ‘‘armed group’’ means an 
armed group that is identified as perpetrators of serious human 
rights abuses in the annual Country Reports on Human Rights 
Practices under sections 116(d) and 502B(b) of the Foreign 
Assistance Act of 1961 (22 U.S.C. 2151n(d) and 2304(b)) relating 
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124 STAT. 2218 
PUBLIC LAW 111–203—JULY 21, 2010 
to the Democratic Republic of the Congo or an adjoining 
country. 
(4) CONFLICT
MINERAL.—The term ‘‘conflict mineral’’ 
means— 
(A) columbite-tantalite (coltan), cassiterite, gold, wolf-
ramite, or their derivatives; or 
(B) any other mineral or its derivatives determined 
by the Secretary of State to be financing conflict in the 
Democratic Republic of the Congo or an adjoining country. 
(5) UNDER THE CONTROL OF ARMED GROUPS.—The term 
‘‘under the control of armed groups’’ means areas within the 
Democratic Republic of the Congo or adjoining countries in 
which armed groups— 
(A) physically control mines or force labor of civilians 
to mine, transport, or sell conflict minerals; 
(B) tax, extort, or control any part of trade routes 
for conflict minerals, including the entire trade route from 
a Conflict Zone Mine to the point of export from the Demo-
cratic Republic of the Congo or an adjoining country; or 
(C) tax, extort, or control trading facilities, in whole 
or in part, including the point of export from the Democratic 
Republic of the Congo or an adjoining country. 
SEC. 1503. REPORTING REQUIREMENTS REGARDING COAL OR OTHER 
MINE SAFETY. 
(a) REPORTING MINE SAFETY INFORMATION.—Each issuer that 
is required to file reports pursuant to section 13(a) or 15(d) of 
the Securities Exchange Act of 1934 (15 U.S.C. 78m, 78o) and 
that is an operator, or that has a subsidiary that is an operator, 
of a coal or other mine shall include, in each periodic report filed 
with the Commission under the securities laws on or after the 
date of enactment of this Act, the following information for the 
time period covered by such report: 
(1) For each coal or other mine of which the issuer or 
a subsidiary of the issuer is an operator— 
(A) the total number of violations of mandatory health 
or safety standards that could significantly and substan-
tially contribute to the cause and effect of a coal or other 
mine safety or health hazard under section 104 of the 
Federal Mine Safety and Health Act of 1977 (30 U.S.C. 
814) for which the operator received a citation from the 
Mine Safety and Health Administration; 
(B) the total number of orders issued under section 
104(b) of such Act (30 U.S.C. 814(b)); 
(C) the total number of citations and orders for 
unwarrantable failure of the mine operator to comply with 
mandatory health or safety standards under section 104(d) 
of such Act (30 U.S.C. 814(d)); 
(D) the total number of flagrant violations under sec-
tion 110(b)(2) of such Act (30 U.S.C. 820(b)(2)); 
(E) the total number of imminent danger orders issued 
under section 107(a) of such Act (30 U.S.C. 817(a)); 
(F) the total dollar value of proposed assessments from 
the Mine Safety and Health Administration under such 
Act (30 U.S.C. 801 et seq.); and 
(G) the total number of mining-related fatalities. 
15 USC 78m–2. 
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124 STAT. 2219 
PUBLIC LAW 111–203—JULY 21, 2010 
(2) A list of such coal or other mines, of which the issuer 
or a subsidiary of the issuer is an operator, that receive written 
notice from the Mine Safety and Health Administration of— 
(A) a pattern of violations of mandatory health or 
safety standards that are of such nature as could have 
significantly and substantially contributed to the cause 
and effect of coal or other mine health or safety hazards 
under section 104(e) of such Act (30 U.S.C. 814(e)); or 
(B) the potential to have such a pattern. 
(3) Any pending legal action before the Federal Mine Safety 
and Health Review Commission involving such coal or other 
mine. 
(b) REPORTING SHUTDOWNS AND PATTERNS OF VIOLATIONS.— 
Beginning on and after the date of enactment of this Act, each 
issuer that is an operator, or that has a subsidiary that is an 
operator, of a coal or other mine shall file a current report with 
the Commission on Form 8–K (or any successor form) disclosing 
the following regarding each coal or other mine of which the issuer 
or subsidiary is an operator: 
(1) The receipt of an imminent danger order issued under 
section 107(a) of the Federal Mine Safety and Health Act of 
1977 (30 U.S.C. 817(a)). 
(2) The receipt of written notice from the Mine Safety 
and Health Administration that the coal or other mine has— 
(A) a pattern of violations of mandatory health or 
safety standards that are of such nature as could have 
significantly and substantially contributed to the cause 
and effect of coal or other mine health or safety hazards 
under section 104(e) of such Act (30 U.S.C. 814(e)); or 
(B) the potential to have such a pattern. 
(c) RULE OF CONSTRUCTION.—Nothing in this section shall be 
construed to affect any obligation of a person to make a disclosure 
under any other applicable law in effect before, on, or after the 
date of enactment of this Act. 
(d) COMMISSION AUTHORITY.— 
(1) ENFORCEMENT.—A violation by any person of this sec-
tion, or any rule or regulation of the Commission issued under 
this section, shall be treated for all purposes in the same 
manner as a violation of the Securities Exchange Act of 1934 
(15 U.S.C. 78a et seq.) or the rules and regulations issued 
thereunder, consistent with the provisions of this section, and 
any such person shall be subject to the same penalties, and 
to the same extent, as for a violation of such Act or the rules 
or regulations issued thereunder. 
(2) RULES AND REGULATIONS.—The Commission is author-
ized to issue such rules or regulations as are necessary or 
appropriate for the protection of investors and to carry out 
the purposes of this section. 
(e) DEFINITIONS.—In this section— 
(1) the terms ‘‘issuer’’ and ‘‘securities laws’’ have the 
meaning given the terms in section 3 of the Securities Exchange 
Act of 1934 (15 U.S.C. 78c); 
(2) the term ‘‘coal or other mine’’ means a coal or other 
mine, as defined in section 3 of the Federal Mine Safety and 
Health Act of 1977 (30 U.S.C. 802), that is subject to the 
provisions of such Act (30 U.S.C. 801 et seq.); and 
Effective date. 
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124 STAT. 2220 
PUBLIC LAW 111–203—JULY 21, 2010 
(3) the term ‘‘operator’’ has the meaning given the term 
in section 3 of the Federal Mine Safety and Health Act of 
1977 (30 U.S.C. 802). 
(f) EFFECTIVE DATE.—This section shall take effect on the day 
that is 30 days after the date of enactment of this Act. 
SEC. 1504. DISCLOSURE OF PAYMENTS BY RESOURCE EXTRACTION 
ISSUERS. 
Section 13 of the Securities Exchange Act of 1934 (15 U.S.C. 
78m), as amended by this Act, is amended by adding at the end 
the following: 
‘‘(q) DISCLOSURE
OF
PAYMENTS
BY
RESOURCE
EXTRACTION 
ISSUERS.— 
‘‘(1) DEFINITIONS.—In this subsection— 
‘‘(A) the term ‘commercial development of oil, natural 
gas, or minerals’ includes exploration, extraction, proc-
essing, export, and other significant actions relating to 
oil, natural gas, or minerals, or the acquisition of a license 
for any such activity, as determined by the Commission; 
‘‘(B) the term ‘foreign government’ means a foreign 
government, a department, agency, or instrumentality of 
a foreign government, or a company owned by a foreign 
government, as determined by the Commission; 
‘‘(C) the term ‘payment’— 
‘‘(i) means a payment that is— 
‘‘(I) made to further the commercial develop-
ment of oil, natural gas, or minerals; and 
‘‘(II) not de minimis; and 
‘‘(ii) includes taxes, royalties, fees (including 
license fees), production entitlements, bonuses, and 
other material benefits, that the Commission, con-
sistent with the guidelines of the Extractive Industries 
Transparency Initiative (to the extent practicable), 
determines are part of the commonly recognized rev-
enue stream for the commercial development of oil, 
natural gas, or minerals; 
‘‘(D) the term ‘resource extraction issuer’ means an 
issuer that— 
‘‘(i) is required to file an annual report with the 
Commission; and 
‘‘(ii) engages in the commercial development of 
oil, natural gas, or minerals; 
‘‘(E) the term ‘interactive data format’ means an elec-
tronic data format in which pieces of information are identi-
fied using an interactive data standard; and 
‘‘(F) the term ‘interactive data standard’ means 
standardized list of electronic tags that mark information 
included in the annual report of a resource extraction 
issuer. 
‘‘(2) DISCLOSURE.— 
‘‘(A) INFORMATION REQUIRED.—Not later than 270 days 
after the date of enactment of the Dodd-Frank Wall Street 
Reform and Consumer Protection Act, the Commission 
shall issue final rules that require each resource extraction 
issuer to include in an annual report of the resource extrac-
tion issuer information relating to any payment made by 
the resource extraction issuer, a subsidiary of the resource 
Deadline. 
Regulations. 
Reports. 
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124 STAT. 2221 
PUBLIC LAW 111–203—JULY 21, 2010 
extraction issuer, or an entity under the control of the 
resource extraction issuer to a foreign government or the 
Federal Government for the purpose of the commercial 
development of oil, natural gas, or minerals, including— 
‘‘(i) the type and total amount of such payments 
made for each project of the resource extraction issuer 
relating to the commercial development of oil, natural 
gas, or minerals; and 
‘‘(ii) the type and total amount of such payments 
made to each government. 
‘‘(B) CONSULTATION IN RULEMAKING.—In issuing rules 
under subparagraph (A), the Commission may consult with 
any agency or entity that the Commission determines is 
relevant. 
‘‘(C) INTERACTIVE
DATA
FORMAT.—The rules issued 
under subparagraph (A) shall require that the information 
included in the annual report of a resource extraction issuer 
be submitted in an interactive data format. 
‘‘(D) INTERACTIVE DATA STANDARD.— 
‘‘(i) IN GENERAL.—The rules issued under subpara-
graph (A) shall establish an interactive data standard 
for the information included in the annual report of 
a resource extraction issuer. 
‘‘(ii) ELECTRONIC
TAGS.—The interactive data 
standard shall include electronic tags that identify, 
for any payments made by a resource extraction issuer 
to a foreign government or the Federal Government— 
‘‘(I) the total amounts of the payments, by 
category; 
‘‘(II) the currency used to make the payments; 
‘‘(III) the financial period in which the pay-
ments were made; 
‘‘(IV) the business segment of the resource 
extraction issuer that made the payments; 
‘‘(V) the government that received the pay-
ments, and the country in which the government 
is located; 
‘‘(VI) the project of the resource extraction 
issuer to which the payments relate; and 
‘‘(VII) such other information as the Commis-
sion may determine is necessary or appropriate 
in the public interest or for the protection of inves-
tors. 
‘‘(E) INTERNATIONAL TRANSPARENCY EFFORTS.—To the 
extent practicable, the rules issued under subparagraph 
(A) shall support the commitment of the Federal Govern-
ment to international transparency promotion efforts 
relating to the commercial development of oil, natural gas, 
or minerals. 
‘‘(F) EFFECTIVE DATE.—With respect to each resource 
extraction issuer, the final rules issued under subparagraph 
(A) shall take effect on the date on which the resource 
extraction issuer is required to submit an annual report 
relating to the fiscal year of the resource extraction issuer 
that ends not earlier than 1 year after the date on which 
the Commission issues final rules under subparagraph (A). 
‘‘(3) PUBLIC AVAILABILITY OF INFORMATION.— 
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124 STAT. 2222 
PUBLIC LAW 111–203—JULY 21, 2010 
‘‘(A) IN
GENERAL.—To the extent practicable, the 
Commission shall make available online, to the public, 
a compilation of the information required to be submitted 
under the rules issued under paragraph (2)(A). 
‘‘(B) OTHER INFORMATION.—Nothing in this paragraph 
shall require the Commission to make available online 
information other than the information required to be sub-
mitted under the rules issued under paragraph (2)(A). 
‘‘(4) 
AUTHORIZATION
OF
APPROPRIATIONS.—There 
are 
authorized to be appropriated to the Commission such sums 
as may be necessary to carry out this subsection.’’. 
SEC. 1505. STUDY BY THE COMPTROLLER GENERAL. 
(a) IN GENERAL.—Not later than 1 year after the date of enact-
ment of this Act, the Comptroller General of the United States 
shall issue a report assessing the relative independence, effective-
ness, and expertise of presidentially appointed inspectors general 
and inspectors general of designated Federal entities, as such term 
is defined under section 8G of the Inspector General Act of 1978, 
and the effects on independence of the amendments to the Inspector 
General Act of 1978 made by this Act. 
(b) REPORT.—The report required by subsection (a) shall be 
issued to the Committees on Financial Services and Oversight and 
Government Reform of the House of Representatives and the 
Committees on Banking, Housing, and Urban Affairs and Homeland 
Security and Governmental Affairs of the Senate. 
SEC. 1506. STUDY ON CORE DEPOSITS AND BROKERED DEPOSITS. 
(a) STUDY.—The Corporation shall conduct a study to 
evaluate— 
(1) the definition of core deposits for the purpose of calcu-
lating the insurance premiums of banks; 
(2) the potential impact on the Deposit Insurance Fund 
of revising the definitions of brokered deposits and core deposits 
to better distinguish between them; 
(3) an assessment of the differences between core deposits 
and brokered deposits and their role in the economy and 
banking sector of the United States; 
(4) the potential stimulative effect on local economies of 
redefining core deposits; and 
(5) the competitive parity between large institutions and 
community banks that could result from redefining core 
deposits. 
(b) REPORT TO CONGRESS.—Not later than 1 year after the 
date of enactment of this Act, the Corporation shall submit to 
the Committee on Banking, Housing, and Urban Affairs of the 
Senate and the Committee on Financial Services of the House 
of Representatives a report on the results of the study under sub-
section (a) that includes legislative recommendations, if any, to 
address concerns arising in connection with the definitions of core 
deposits and brokered deposits. 
Deadline. 
Reports. 
Web posting. 
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124 STAT. 2223 
PUBLIC LAW 111–203—JULY 21, 2010 
LEGISLATIVE HISTORY—H.R. 4173 (S. 3217): 
HOUSE REPORTS: No. 111–517 (Comm. of Conference). 
SENATE REPORTS: No. 111–176 (Comm. on Banking, Housing, and Urban Affairs) 
accompanying S. 3217. 
CONGRESSIONAL RECORD: 
Vol. 155 (2009): Dec. 9–11, considered and passed House. 
Vol. 156 (2010): May 20, considered and passed Senate, amended, in lieu of
S. 3217. 
June 30, House agreed to conference report. 
July 13, 15, Senate considered and agreed to conference 
report. 
DAILY COMPILATION OF PRESIDENTIAL DOCUMENTS (2010): 
July 21, Presidential remarks. 
TITLE XVI—SECTION 1256 CONTRACTS 
SEC. 1601. CERTAIN SWAPS, ETC., NOT TREATED AS SECTION 1256 CON-
TRACTS. 
(a) IN GENERAL.—Subsection (b) of section 1256 of the Internal 
Revenue Code of 1986 is amended— 
(1) by redesignating paragraphs (1) through (5) as subpara-
graphs (A) through (E), respectively, and by indenting such 
subparagraphs (as so redesignated) accordingly, 
(2) by striking ‘‘For purposes of’’ and inserting the following: 
‘‘(1) IN GENERAL.—For purposes of’’, and 
(3) by striking the last sentence and inserting the following 
new paragraph: 
‘‘(2) EXCEPTIONS.—The term ‘section 1256 contract’ shall 
not include— 
‘‘(A) any securities futures contract or option on such 
a contract unless such contract or option is a dealer securi-
ties futures contract, or 
‘‘(B) any interest rate swap, currency swap, basis swap, 
interest rate cap, interest rate floor, commodity swap, 
equity swap, equity index swap, credit default swap, or 
similar agreement.’’. 
(b) EFFECTIVE DATE.—The amendments made by this section 
shall apply to taxable years beginning after the date of the enact-
ment of this Act. 
Approved July 21, 2010. 
26 USC 1256 
note. 
26 USC 1256. 
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