H.R. 10 (115^th): Financial CHOICE Act of 2017

Dodd-Frank Wall Street Reform and Consumer Protection Act

The Dodd-Frank Wall Street Reform and Consumer Protection Act is amended—

Federal Deposit Insurance Act

Section 10(b)(3) of the Federal Deposit Insurance Act (12 U.S.C. 1820(b)(3)) is amended by striking , 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.

Federal Reserve Act

Section 13(3) of the Federal Reserve Act is amended—

in subsection (b)—

in subsection (d)—

Section 726(a)(1) of title 11, United States Code, is amended by inserting after first, the following: in payment of any unpaid fees, costs, and expenses of a special trustee appointed under section 1186, and then.

Section 1129(a) of title 11, United States Code, is amended by inserting after paragraph (16) the following:

Section 1104.

Section 1105.

Section 1106.

Subtitle B.

Section 113.

Section 114.

Section 115.

Section 116.

Section 117.

Section 119.

Section 120.

Section 121.

Section 161.

Section 162.

Section 164.

Section 166.

Section 167.

Section 168.

Section 170.

Section 172.

Section 174.

Section 175.

in section 102(a), by striking paragraph (5);

in section 111—

in section 112—

by amending section 118 to read as follows:

in section 163—

in section 165—

In general

With respect to an appropriate Federal banking agency that requires a banking organization to submit to the agency a resolution plan not described under section 165(d) of the Dodd-Frank Wall Street Reform and Consumer Protection Act—

Definitions

For purposes of this subsection, the terms appropriate Federal banking agency and banking organization have the meaning given those terms, respectively, under section 105.

by striking Upon receiving and inserting the following:

by striking Notwithstanding any other provision and inserting the following:

by adding at the end the following:

by striking financial company each place such term appears and inserting banking organization;

in subsection (a)—

in subsection (b), by striking financial companies and inserting banking organizations.

is based on the risks posed by a banking organization’s current activities and businesses;

is appropriately sensitive to the risks posed by such current activities and businesses;

is determined under a forward-looking assessment of potential losses that may arise out of a banking organization’s current activities and businesses, which is not solely based on a banking organization’s historical losses; and

permits adjustments based on qualifying operational risk mitigants.

Securities Act of 1933

Securities Exchange Act of 1934

Investment Company Act of 1940

Investment Advisers Act of 1940

Securities Act of 1933

Securities Exchange Act of 1934

Investment Company Act of 1940

Investment Advisers Act of 1940

Securities Act of 1933

Section 20(d) of the Securities Act of 1933 (15 U.S.C. 77t(d)) is amended—

Securities Exchange Act of 1934

Section 21(d)(3) of the Securities Exchange Act of 1934 (15 U.S.C. 78u(d)(3)) is amended—

Investment Company Act of 1940

Section 42(e) of the Investment Company Act of 1940 (15 U.S.C. 80a–41(e)) is amended—

Investment Advisers Act of 1940

Section 209(e) of the Investment Advisers Act of 1940 (15 U.S.C. 80b–9(e)) is amended—

in clause (i)—

in clause (ii)—

in subsection (a), by striking $5,000,000 and inserting $7,000,000; and

in subsection (c)—

The types of violations for which civil money penalties were imposed or obtained.

The types of persons on whom civil money penalties were imposed or from whom such penalties were obtained.

The number and dollar amount of civil money penalties imposed or obtained, disaggregated as follows:

For penalties imposed on or obtained from issuers:

in paragraph (1), by striking $1,000,000 and inserting $1,500,000; and

in paragraph (2), by striking $1,000,000 per day or $5,000,000 and inserting $1,500,000 per day or $7,500,000.

in section 5(v)(6), by striking $1,000,000 and inserting $1,500,000; and

in section 10—

in section 7—

in section 8—

in section 19(b), by striking $1,000,000 and inserting $1,500,000.

in section 202(a)(3), by striking $1,000,000 and inserting $1,500,000;

in section 205(d)(3), by striking $1,000,000 and inserting $1,500,000; and

in section 206—

in section 5213(c), by striking $1,000,000 and inserting $1,500,000; and

in section 5239(b)(4), by striking $1,000,000 each place such term appears and inserting $1,500,000.

in the 6th undesignated paragraph of section 9, by striking $1,000,000 and inserting $1,500,000;

in section 19(l)(4), by striking $1,000,000 each place such term appears and inserting $1,500,000; and

in section 29(d), by striking $1,000,000 each place such term appears and inserting $1,500,000.

in subsection (a)(2), by striking $1,000,000 and inserting $1,500,000; and

in subsection (d)(3), by striking $1,000,000 and inserting $1,500,000.

in section 215(a) of chapter 11, by striking $1,000,000 and inserting $1,500,000;

in chapter 31—

in chapter 47—

in chapter 63—

an identification of the need for the regulation and the regulatory objective, including identification of the nature and significance of the market failure, regulatory failure, or other problem that necessitates the regulation;

an explanation of why the private market or State, local, or tribal authorities cannot adequately address the identified market failure or other problem;

an analysis of the adverse impacts to regulated entities, other market participants, economic activity, or agency effectiveness that are engendered by the regulation and the magnitude of such adverse impacts;

a quantitative and qualitative assessment of all anticipated direct and indirect costs and benefits of the regulation (as compared to a benchmark that assumes the absence of the regulation), including—

if quantified benefits do not outweigh quantitative costs, a justification for the regulation;

an identification and assessment of all available alternatives to the regulation, including modification of an existing regulation or statute, together with—

if the regulation specifies the behavior or manner of compliance, an explanation of why the agency did not instead specify performance objectives;

an assessment of how the burden imposed by the regulation will be distributed among market participants, including whether consumers, investors, small businesses, or independent financial firms and advisors will be disproportionately burdened;

an assessment of the extent to which the regulation is inconsistent, incompatible, or duplicative with the existing regulations of the agency or those of other domestic and international regulatory authorities with overlapping jurisdiction;

a description of any studies, surveys, or other data relied upon in preparing the analysis;

an assessment of the degree to which the key assumptions underlying the analysis are subject to uncertainty; and

an explanation of predicted changes in market structure and infrastructure and in behavior by market participants, including consumers and investors, assuming that they will pursue their economic interests.

In general

Notwithstanding any other provision of law, an agency may not issue a notice of final rulemaking with respect to a regulation unless the agency—

Consideration of comments

The agency shall incorporate in the elements described in paragraph (1)(B) the data and analyses provided to the agency by commenters during the comment period, or explain why the data or analyses are not being incorporated.

Comment period

An agency shall not publish a notice of final rulemaking with respect to a regulation, unless the agency—

Prohibited Rules

the benefits and costs of regulations adopted by the agencies during the past 12 months;

the regulatory actions planned by the agencies for the upcoming 12 months;

the cumulative effect of the existing regulations of the agencies on economic activity, innovation, international competitiveness of entities regulated by the agencies, and net job creation (excluding jobs related to ensuring compliance with the regulation);

the training and qualifications of the persons who prepared the cost-benefit analyses of each agency during the past 12 months;

the sufficiency of the resources available to the chief economists during the past 12 months for the conduct of the activities required by this subtitle; and

recommendations for legislative or regulatory action to enhance the efficiency and effectiveness of financial regulation in the United States.

A major rule relating to a report submitted under paragraph (1) shall take effect upon enactment of a joint resolution of approval described in section 332 or as provided for in the rule following enactment of a joint resolution of approval described in section 332, whichever is later.

A nonmajor rule shall take effect as provided by section 333 after submission to Congress under paragraph (1).

If a joint resolution of approval relating to a major rule is not enacted within the period provided in subsection (b)(2), then a joint resolution of approval relating to the same rule may not be considered under this subtitle in the same Congress by either the House of Representatives or the Senate.

A major rule shall not take effect unless the Congress enacts a joint resolution of approval described under section 332.

If a joint resolution described in subsection (a) is not enacted into law by the end of 70 session days or legislative days, as applicable, beginning on the date on which the report referred to in subsection (a)(1)(A) is received by Congress (excluding days either House of Congress is adjourned for more than 3 days during a session of Congress), then the rule described in that resolution shall be deemed not to be approved and such rule shall not take effect.

Notwithstanding any other provision of this section (except subject to paragraph (3)), a major rule may take effect for one 90-calendar-day period if the President makes a determination under paragraph (2) and submits written notice of such determination to the Congress.

Paragraph (1) applies to a determination made by the President by Executive order that the major rule should take effect because such rule is—

An exercise by the President of the authority under this subsection shall have no effect on the procedures under section 332.

In addition to the opportunity for review otherwise provided under this subtitle, in the case of any rule for which a report was submitted in accordance with subsection (a)(1)(A) during the period beginning on the date occurring—

A rule described under paragraph (1) shall take effect as otherwise provided by law (including other subsections of this section).

For purposes of this section, the term joint resolution means only a joint resolution addressing a report classifying a rule as major pursuant to section 331(a)(1)(A)(iii) that—

After a House of Congress receives a report classifying a rule as major pursuant to section 331(a)(1)(A)(iii), the majority leader of that House (or his or her respective designee) shall introduce (by request, if appropriate) a joint resolution described in paragraph (1)—

A joint resolution described in paragraph (1) shall not be subject to amendment at any stage of proceeding.

In the Senate, when the committee or committees to which a joint resolution is referred have reported, or when a committee or committees are discharged (under subsection (c)) from further consideration of a joint resolution described in subsection (a), it is at any time thereafter in order (even though a previous motion to the same effect has been disagreed to) for a motion to proceed to the consideration of the joint resolution, and all points of order against the joint resolution (and against consideration of the joint resolution) are waived. The motion is not subject to amendment, or to a motion to postpone, or to a motion to proceed to the consideration of other business. 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 consideration of the joint resolution is agreed to, the joint resolution shall remain the unfinished business of the Senate until disposed of.

In the Senate, debate on the joint resolution, and on all debatable motions and appeals in connection therewith, shall be limited to not more than 2 hours, which shall be divided equally between those favoring and those opposing the joint resolution. A motion to further 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.

In the Senate, immediately following the conclusion of the debate on a joint resolution described in subsection (a), and a single quorum call at the conclusion of the debate if requested in accordance with the rules of the Senate, the vote on final passage of the joint resolution shall occur.

Appeals from the decisions of the Chair relating to the application of the rules of the Senate to the procedure relating to a joint resolution described in subsection (a) shall be decided without debate.

If, before passing a joint resolution described in subsection (a), one House receives from the other a joint resolution having the same text, then—

This subsection shall not apply to the House of Representatives if the joint resolution received from the Senate is a revenue measure.

as an exercise of the rulemaking power of the Senate and House of Representatives, respectively, and as such is deemed to be part of the rules of each House, respectively, but applicable only with respect to the procedure to be followed in that House in the case of a joint resolution described in subsection (a) and superseding other rules only where explicitly so; and

with full recognition of the Constitutional right of either House to change the rules (so far as they relate to the procedure of that House) at any time, in the same manner and to the same extent as in the case of any other rule of that House.

In the Senate, when the committee to which a joint resolution is referred has reported, or when a committee is discharged (under subsection (c)) from further consideration of a joint resolution described in subsection (a), it is at any time thereafter in order (even though a previous motion to the same effect has been disagreed to) for a motion to proceed to the consideration of the joint resolution, and all points of order against the joint resolution (and against consideration of the joint resolution) are waived. The motion is not subject to amendment, or to a motion to postpone, or to a motion to proceed to the consideration of other business. 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 consideration of the joint resolution is agreed to, the joint resolution shall remain the unfinished business of the Senate until disposed of.

In the Senate, 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 those favoring and those opposing the joint resolution. A motion to further 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.

In the Senate, immediately following the conclusion of the debate on a joint resolution described in subsection (a), and a single quorum call at the conclusion of the debate if requested in accordance with the rules of the Senate, the vote on final passage of the joint resolution shall occur.

Appeals from the decisions of the Chair relating to the application of the rules of the Senate to the procedure relating to a joint resolution described in subsection (a) shall be decided without debate.

after the expiration of the 60 session days beginning with the applicable submission or publication date; or

if the report under section 331(a)(1)(A) was submitted during the period referred to in section 331(d)(1), after the expiration of the 60 session days beginning on the 15th session day after the succeeding session of Congress first convenes.

The joint resolution of the other House shall not be referred to a committee.

With respect to a joint resolution described in subsection (a) of the House receiving the joint resolution—

by striking (a) The and inserting the following:

by inserting , subject to paragraph (2) and subsection (l), after The Board of Directors of the Corporation; and

by adding at the end the following new paragraph:

by amending subsection (a) to read as follows:

by striking subsection (f).

in section 120(j), by striking paragraph (3); and

by amending section 128 to read as follows:

by striking 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. 1813(q)(1)), as the Comptroller determines is necessary or appropriate to carry out the responsibilities of the Office of the Comptroller of the Currency. In establishing the amount of an assessment, fee, or charge collected from an entity under this section, and inserting the following:

by striking Funds derived and all that follows through the end of the section; and

by adding at the end the following:

by adding at the end the following new section:

in the table of contents for such chapter, by adding at the end the following new item:

The text of the draft proposed rulemaking or final rule, together with the information required under subsections (a) and (b)(1) of section 312, as applicable, including an explanation of the manner in which the proposed rulemaking or final rule is consistent with the statutory requirement and avoids undue interference with State, local, and tribal governments in the exercise of their governmental functions.

Estimates by the agency, if and to the extent that the agency determines that accurate estimates are reasonably feasible, of—

A detailed summary of how the agency complied with each of the regulatory principles described under section 312, as applicable.

meetings are held exclusively between Federal officials and elected officers of State, local, and tribal governments (or their designated employees with authority to act on their behalf) acting in their official capacities; and

such meetings are solely for the purposes of exchanging views, information, or advice relating to the management or implementation of Federal programs established pursuant to public law that explicitly or inherently share intergovernmental responsibilities or administration.

Consultations shall take place as early as possible, before issuance of a notice of proposed rulemaking, continue through the final rule stage, and be integrated explicitly into the rulemaking process.

Agencies shall consult with a wide variety of State, local, and tribal officials and impacted parties within the private sector (including small businesses). Geographic, political, and other factors that may differentiate varying points of view should be considered.

Agencies should estimate benefits and costs to assist with these consultations. The scope of the consultation should reflect the cost and significance of the Federal mandate being considered.

Agencies shall, to the extent practicable—

Consultations shall address the cumulative impact of regulations on the affected entities.

Agencies may accept electronic submissions of comments by relevant parties but may not use those comments as the sole method of satisfying the guidelines in this subsection.

State, local, and tribal governments, in the case of a rule containing a Federal intergovernmental mandate; and

the private sector, in the case of a rule containing a Federal private sector mandate.

the head of the affected agency publishes with the final rule an explanation of why the least costly, most cost-effective or least burdensome method of achieving the objectives of the rule was not adopted; or

the provisions are inconsistent with law.

In general

Compliance or noncompliance by any agency with the provisions of section 382, paragraphs (1) and (2) of section 383(a), and subsections (a) and (b) of section 385 shall be subject to judicial review in accordance with this section.

Limited review of agency compliance or noncompliance

Review of agency rules

In any judicial review under any other Federal law of an agency rule for which a written statement under section 382, a written plan under paragraphs (1) and (2) of section 383(a), or compliance with subsections (a) and (b) of section 385 is required, the inadequacy or failure to prepare such statement (including the inadequacy or failure to prepare any estimate, analysis, statement, or description), to prepare such written plan, or to comply with such section may be used as a basis for staying, enjoining, invalidating or otherwise affecting such agency rule.

Certain information as part of record

Any information generated under section 382, paragraphs (1) and (2) of section 383(a), and subsections (a) and (b) of section 385 that is part of the rulemaking record for judicial review under the provisions of any other Federal law may be considered as part of the record for judicial review conducted under such other provisions of Federal law.

Application of other Federal law

For any petition under paragraph (2) the provisions of such other Federal law shall control all other matters, such as exhaustion of administrative remedies, the time for and manner of seeking review and venue, except that if such other Federal law does not provide a limitation on the time for filing a petition for judicial review that is less than 180 days, such limitation shall be 180 days after a final rule is promulgated by the appropriate agency.

Effective date

This subsection shall apply to any agency rule for which a general notice of proposed rulemaking is promulgated on or after the date of the enactment of this Act.

any estimate, analysis, statement, description or report prepared under this title, and any compliance or noncompliance with the provisions of this title, and any determination concerning the applicability of the provisions of this title shall not be subject to judicial review; and

no provision of this title shall be construed to create any right or benefit, substantive or procedural, enforceable by any person in any administrative or judicial action.

The term department or agency—

The term settlement agreement means a settlement agreement resolving a civil action or potential civil action, a plea agreement, a deferred prosecution agreement, or a non-prosecution agreement.

The term payment means a payment or loan.

The term payment to any person who is not a victim means any payment other than a payment—

the date that is five years after the date of enactment of this Act; or

the date that is two years after a determination by the Commission, by order after conducting the analysis required by section 3, that the benefits of such requirements to such issuers outweigh the costs, but no earlier than three years after enactment of this Act.

shall be deemed, for purposes of sections 2(a)(10) and 5(c) of the Securities Act of 1933 (15 U.S.C. 77b(a)(10), 77e(c)), not to constitute an offer for sale or an offer to sell a security that is the subject of an offering pursuant to a registration statement that is effective, even if the broker or dealer is participating or will participate in the registered offering of the covered investment fund’s securities; and

shall be deemed to satisfy the conditions of subsection (a)(1) or (a)(2) of section 230.139 of title 17, Code of Federal Regulations, or any successor provisions, for purposes of the Commission’s rules and regulations under the Federal securities laws and the rules of any self-regulatory organization.

not, in the case of a covered investment fund with a class of securities in substantially continuous distribution, condition the safe harbor on whether the broker’s or dealer’s publication or distribution of a covered investment fund research report constitutes such broker’s or dealer’s initiation or reinitiation of research coverage on such covered investment fund or its securities;

not—

provide that a self-regulatory organization may not maintain or enforce any rule that would—

provide that a covered investment fund research report shall not be subject to section 24(b) of the Investment Company Act of 1940 (15 U.S.C. 80a–24(b)) or the rules and regulations thereunder, except that such report may still be subject to such section and the rules and regulations thereunder to the extent that it is otherwise not subject to the content standards in the rules of any self-regulatory organization related to research reports, including those contained in the rules governing communications with the public regarding investment companies or substantially similar standards.

the applicability of the antifraud or antimanipulation provisions of the Federal securities laws and rules adopted thereunder to a covered investment fund research report, including section 17 of the Securities Act of 1933 (15 U.S.C. 77q), section 34(b) of the Investment Company Act of 1940 (15 U.S.C. 80a–33), and sections 9 and 10 of the Securities Exchange Act of 1934 (15 U.S.C. 78i, 78j); or

the authority of any self-regulatory organization to examine or supervise a member’s practices in connection with such member’s publication or distribution of a covered investment fund research report for compliance with applicable provisions of the Federal securities laws or self-regulatory organization rules related to research reports, including those contained in rules governing communications with the public.

In general

From and after the 120-day period beginning on the date of enactment of this Act, if the Commission has not adopted revisions to section 230.139 of title 17, Code of Federal Regulations, as required by subsection (a), and until such time as the Commission has done so, a broker or dealer distributing or publishing a covered investment fund research report after such date shall be able to rely on the provisions of section 230.139 of title 17, Code of Federal Regulations, and the broker or dealer’s publication of such report shall be deemed to satisfy the conditions of subsection (a)(1) or (a)(2) of section 230.139 of title 17, Code of Federal Regulations, if the covered investment fund that is the subject of such report satisfies the reporting history requirements (without regard to Form S–3 or Form F–3 eligibility) and minimum float provisions of such subsections for purposes of the Commission’s rules and regulations under the Federal securities laws and the rules of any self-regulatory organization, as if revised and implemented in accordance with subsections (a) and (b).

Status of covered investment fund

After such period and until the Commission has adopted revisions to section 230.139 and FINRA has revised rule 2210, for purposes of subsection (c)(7)(O) of such rule, a covered investment fund shall be deemed to be a security that is listed on a national securities exchange and that is not subject to section 24(b) of the Investment Company Act of 1940 (15 U.S.C. 80a–24(b)). Communications concerning only covered investment funds that fall within the scope of such section shall not be required to be filed with FINRA.

The term covered investment fund research report means a research report published or distributed by a broker or dealer about a covered investment fund or any securities issued by the covered investment fund, but not including a research report to the extent that it is published or distributed by the covered investment fund or any affiliate of the covered investment fund.

The term covered investment fund means—

The term FINRA means the Financial Industry Regulatory Authority.

The term research report has the meaning given that term under section 2(a)(3) of the Securities Act of 1933 (15 U.S.C. 77b(a)(3)), except that such term shall not include an oral communication.

The term self-regulatory organization has the meaning given to that term under section 3(a)(26) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(26)).

by striking Notwithstanding and inserting (a) Notwithstanding;

by striking except that the Commission shall not and inserting the following:

by adding at the end the following:

by redesignating paragraphs (2) through (4) as paragraphs (3) through (5), respectively;

by striking paragraph (1) and inserting the following:

in paragraph (3) (as redesignated), by inserting or which is a stock after indebtedness;

in subparagraph (A) of paragraph (4) (as redesignated)—

by adding at the end the following:

in section 57—

in section 63(3), by striking section 61(a)(3) and inserting section 61(a)(4).

The Commission shall revise rule 405 under the Securities Act of 1933 (17 C.F.R. 230.405)—

The Commission shall revise rules 168 and 169 under the Securities Act of 1933 (17 C.F.R. 230.168 and 230.169) to remove the exclusion of a business development company from an issuer that can use the exemptions provided by those rules.

The Commission shall revise rules 163 and 163A under the Securities Act of 1933 (17 C.F.R. 230.163 and 230.163A) to remove a business development company from the list of issuers that are ineligible to use the exemptions provided by those rules.

The Commission shall revise rule 134 under the Securities Act of 1933 (17 C.F.R. 230.134) to remove the exclusion of a business development company from that rule.

The Commission shall revise rules 138 and 139 under the Securities Act of 1933 (17 C.F.R. 230.138 and 230.139) to specifically include a business development company as an issuer to which those rules apply.

The Commission shall revise rule 164 under the Securities Act of 1933 (17 C.F.R. 230.164) to remove a business development company from the list of issuers that are excluded from that rule.

The Commission shall revise rule 433 under the Securities Act of 1933 (17 C.F.R. 230.433) to specifically include a business development company that is a well-known seasoned issuer as an issuer to which that rule applies.

The Commission shall revise rule 415 under the Securities Act of 1933 (17 C.F.R. 230.415)—

The Commission shall revise rule 497 under the Securities Act of 1933 (17 C.F.R. 230.497) to include a process for a business development company to file a form of prospectus that is parallel to the process for filing a form of prospectus under rule 424(b).

The Commission shall revise rules 172 and 173 under the Securities Act of 1933 (17 C.F.R. 230.172 and 230.173) to remove the exclusion of an offering of a business development company from those rules.

The Commission shall revise rule 418 under the Securities Act of 1933 (17 C.F.R. 230.418) to provide that a business development company that would otherwise meet the eligibility requirements of General Instruction I.A of Form S–3 shall be exempt from paragraph (a)(3) of that rule.

The Commission shall revise rule 14a–101 under the Securities Exchange Act of 1934 (17 C.F.R. 240.14a–101) to provide that a business development company that would otherwise meet the requirements of General Instruction I.A of Form S–3 shall be deemed to meet the requirements of Form S–3 for purposes of Schedule 14A.

The Commission shall revise rule 103 under Regulation FD (17 C.F.R. 243.103) to provide that paragraph (a) of that rule applies for purposes of Form N–2.

to include an item or instruction that is similar to item 12 on Form S–3 to provide that a business development company that would otherwise meet the requirements of Form S–3 shall incorporate by reference its reports and documents filed under the Securities Exchange Act of 1934 into its registration statement filed on Form N–2; and

to include an item or instruction that is similar to the instruction regarding automatic shelf offerings by well-known seasoned issuers on Form S–3 to provide that a business development company that is a well-known seasoned issuer may file automatic shelf offerings on Form N–2.

sponsored by—

where any advertising for the event does not reference any specific offering of securities by the issuer;

the sponsor of which—

where no specific information regarding an offering of securities by the issuer is communicated or distributed by or on behalf of the issuer, other than—

in subparagraph (B), by striking or at the end;

in subparagraph (C), by striking the period and inserting ; or; and

by adding at the end the following:

when necessary or appropriate in the public interest and consistent with the protection of investors, make use of the Commission’s general exemptive authority under section 36 of the Securities Exchange Act of 1934 (15 U.S.C. 78mm) with respect to the provisions added by this section; and

if the Commission determines appropriate, create an Office of Venture Exchanges within the Commission’s Division of Trading and Markets.

in subsection (a), by adding at the end the following:

as amended by section 434(2), by adding at the end the following:

in subparagraph (F), by striking or at the end;

in subparagraph (G), by striking the period and inserting ; or; and

by adding at the end the following:

In general

The amendments made by subsection (a) relate solely to State registration, documentation, and offering requirements, as described under section 18(a) of Securities Act of 1933 (15 U.S.C. 77r(a)), and shall have no impact or limitation on other State authority to take enforcement action with regard to an issuer, intermediary, or any other person or entity using the exemption from registration provided by section 4(a)(6) of such Act, except that a State may not impose any fees under such authority.

Clarification of State jurisdiction over unlawful conduct of intermediaries, issuers, and custodians

Section 18(c)(1) of the Securities Act of 1933 is amended by striking in connection with securities or securities transactions and all that follows and inserting the following:

the term Commission means the Securities and Exchange Commission; and

the term proxy advisory firm has the same meaning as in section 3(a)(83) of the Securities Exchange Act of 1934, as added by this subtitle.

the term Bank Secrecy Act Officer means an individual responsible for ensuring compliance with the requirements mandated by subchapter II of chapter 53 of title 31, United States Code;

the term broker-dealer means a broker or dealer, as those terms are defined, respectively, in section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a));

the term covered agency means—

the term covered financial institution means—

the term credit union means a Federal 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);

the term depository institution has the meaning given the term in section 3(c) of the Federal Deposit Insurance Act (12 U.S.C. 1813(c));

the term exploitation means the fraudulent or otherwise illegal, unauthorized, or improper act or process of an individual, including a caregiver or fiduciary, that—

the term Federal financial institutions regulatory agencies has the meaning given the term in section 1003 of the Federal Financial Institutions Examination Council Act of 1978 (12 U.S.C. 3302);

the term investment adviser has the meaning given the term in section 202 of the Investment Advisers Act of 1940 (15 U.S.C. 80b–2);

the term insurance company has the meaning given the term in section 2(a) of the Investment Company Act of 1940 (15 U.S.C. 80a–2(a));

the term registered representative means an individual who represents a broker-dealer in effecting or attempting to affect a purchase or sale of securities;

the term senior citizen means an individual who is not less than 65 years of age;

the term State insurance regulator has the meaning given such term in section 315 of the Gramm-Leach-Bliley Act (15 U.S.C. 6735);

the term State securities or law enforcement authority has the meaning given the term in section 24(f)(4) of the Securities Exchange Act of 1934 (15 U.S.C. 78x(f)(4)); and

the term transfer agent has the meaning given the term in section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)).

Immunity for individuals

An individual who has received the training described in section 1092 shall not be liable, including in any civil or administrative proceeding, for disclosing the possible exploitation of a senior citizen to a covered agency if the individual, at the time of the disclosure—

Immunity for covered financial institutions

A covered financial institution shall not be liable, including in any civil or administrative proceeding, for a disclosure made by an individual described in paragraph (1) if—

is described in section 491(b)(1)(A);

may come into contact with a senior citizen as a regular part of the duties of the officer, employee, or registered representative; or

may review or approve the financial documents, records, or transactions of a senior citizen in connection with providing financial services to a senior citizen.

In general

The training described in this paragraph shall—

Timing

The training required under subsection (a) shall be provided as soon as reasonably practicable but not later than 1 year after the date on which an officer, employee, or registered representative begins employment with or becomes affiliated or associated with the covered financial institution.

Bank Secrecy Act Officer

An individual who is designated as a compliance officer under an anti-money laundering program established pursuant to section 5318(h) of title 31, United States Code, shall be deemed to have received the training described under this subsection.

by striking paragraph (1)(B) and inserting paragraph (1)(A) and section 129C;

in subparagraph (C)—

in subparagraph (D)—

in subsection (a)(5)(C), by striking 103 and all that follows through or mortgage originator and inserting 103(aa)(4); and

in subsection (b)(2)(C)(i), by striking 103 and all that follows through or mortgage originator) and inserting 103(aa)(4).

In general

An appropriate Federal banking agency may not formally or informally request or order a depository institution to terminate a specific customer account or group of customer accounts or to otherwise restrict or discourage a depository institution from entering into or maintaining a banking relationship with a specific customer or group of customers unless—

Treatment of national security threats

If an appropriate Federal banking agency believes a specific customer or group of customers is, or is acting as a conduit for, an entity which—

In general

If an appropriate Federal banking agency formally or informally requests or orders a depository institution to terminate a specific customer account or a group of customer accounts, the agency shall—

Justification requirement

A justification described under paragraph (1)(B) may not be based solely on the reputation risk to the depository institution.

Notice required

Except as provided under paragraph (2), if an appropriate Federal banking agency orders a depository institution to terminate a specific customer account or a group of customer accounts, the depository institution shall inform the customer or customers of the justification for the customer’s account termination described under subsection (b).

Notice prohibited in cases of national security

If an appropriate Federal banking agency requests or orders a depository institution to terminate a specific customer account or a group of customer accounts based on a belief that the customer or customers pose a threat to national security, or are otherwise described under subsection (a)(2), neither the depository institution nor the appropriate Federal banking agency may inform the customer or customers of the justification for the customer’s account termination.

the aggregate number of specific customer accounts that the agency requested or ordered a depository institution to terminate during the previous year; and

the legal authority on which the agency relied in making such requests and orders and the frequency on which the agency relied on each such authority.

Appropriate Federal banking agency

The term appropriate Federal banking agency means—

Depository institution

The term depository institution means—

in section 602(20) (12 U.S.C. 4001(20)) by inserting , located in the United States, after ATM;

in section 602(21) (12 U.S.C. 4001(21)) by inserting American Samoa, the Commonwealth of the Northern Mariana Islands, after Puerto Rico,;

in section 602(23) (12 U.S.C. 4001(23)) by inserting American Samoa, the Commonwealth of the Northern Mariana Islands, after Puerto Rico,; and

in section 603(d)(2)(A) (12 U.S.C. 4002(d)(2)(A)), by inserting American Samoa, the Commonwealth of the Northern Mariana Islands, after Puerto Rico,.

by adding at the end the following:

by striking the term Board each place such term appears and inserting Consumer Law Enforcement Agency.

Riegle Community Development and Regulatory Improvement Act of 1994

Section 309 of the Riegle Community Development and Regulatory Improvement Act of 1994 (12 U.S.C. 4806) is amended—

Federal Credit Union Act

Section 205(j) of the Federal Credit Union Act (12 U.S.C. 1785(j)) is amended by inserting the Consumer Law Enforcement Agency, before the Administration each place such term appears.

Federal Financial Institutions Examination Council Act of 1978

The Federal Financial Institutions Examination Council Act of 1978 (12 U.S.C. 3301 et seq.) is amended—

take into consideration the risk profile and business models of each type of institution or class of institutions subject to the regulatory action;

determine the necessity, appropriateness, and impact of applying such regulatory action to such institutions or classes of institutions; and

tailor such regulatory action in a manner that limits the regulatory compliance impact, cost, liability risk, and other burdens, as appropriate, for the risk profile and business model of the institution or class of institutions involved.

the impact that such regulatory action, both by itself and in conjunction with the aggregate effect of other regulations, has on the ability of the applicable institution or class of institutions to serve evolving and diverse customer needs;

the potential impact of examination manuals, regulatory actions taken with respect to third-party service providers, or other regulatory directives that may be in conflict or inconsistent with the tailoring of such regulatory action described in subsection (a)(3); and

the underlying policy objectives of the regulatory action and statutory scheme involved.

Individual agency reports

FIEC reports

In general

Each Federal financial institutions regulatory agency shall conduct a review of all regulations adopted during the period beginning on the date that is seven years before the date of the introduction of this Act in the House of Representatives and ending on the date of the enactment of this Act, and apply the requirements of this Act to such regulations.

Revision

If the application of the requirements of this Act to any such regulation requires such regulation to be revised, the applicable Federal financial institutions regulatory agency shall revise such regulation within 3 years of the enactment of this Act.

Federal financial institutions regulatory agencies

The term Federal financial institutions regulatory agencies means the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the National Credit Union Administration, and the Consumer Law Enforcement Agency.

Regulatory action

The term regulatory action means any proposed, interim, or final rule or regulation, guidance, or published interpretation.