[Congressional Record Volume 156, Number 65 (Tuesday, May 4, 2010)]
[Senate]
[Pages S3100-S3116]
From the Congressional Record Online through the Government Publishing Office [www.gpo.gov]




                           TEXT OF AMENDMENTS

  SA 3785. Mrs. HUTCHISON (for herself, Ms. Landrieu, Mr. DeMint, Mr. 
Crapo, Mr. Bennett, and Mr. Brown of Massachusetts) submitted an 
amendment intended to be proposed to amendment SA 3739 proposed by Mr. 
Reid (for Mr. Dodd (for himself and Mrs. Lincoln)) to the bill S. 3217, 
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; which was ordered to lie on the table; as follows:

       On page 1090, between lines 18 and 19, add the following:

     SEC. 974. EXEMPTION FOR SMALLER ISSUERS UNDER THE SARBANES-
                   OXLEY ACT OF 2002.

       (a) Exemption.--Section 404 of the Sarbanes-Oxley Act of 
     2002 (15 U.S.C. 7262) is amended--
       (1) in subsection (b), by striking ``With respect'' and 
     inserting ``Except as provided in subsection (c), with 
     respect''; and
       (2) 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 for which the aggregate worldwide market value of the 
     voting and nonvoting common equity held by persons that are 
     not affiliates of the issuer is less than $150,000,000.''.
       (b) Study and Report.--
       (1) Study.--The Chief Economist of the 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 (15 U.S.C. 7262) for companies for which 
     the aggregate worldwide market value of the voting and 
     nonvoting common equity held by persons that are not 
     affiliates of the issuer is $150,000,000 or more, and not 
     more than $700,000,000, while maintaining investor 
     protections for such companies.
       (2) Report.--Not later than 1 year after the date of 
     enactment of this Act, the Chief Economist 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 Representatives a report on the results of 
     the study conducted under paragraph (1) that includes--
       (A) an analysis of the costs and benefits of complying with 
     section 404(b) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 
     7262);
       (B) an analysis of whether reducing the compliance burden 
     for companies described in paragraph (1) or providing a 
     complete exemption from compliance with such section 404(b) 
     for such companies would encourage the companies to list on 
     exchanges in the United States in the initial public 
     offerings of such companies or otherwise facilitate capital 
     formation; and
       (C) recommendations about whether the exemption under 
     section 404(c) Sarbanes-Oxley Act of 2002, a added by 
     subsection (a), should be extended to larger issuers.
                                 ______
                                 
  SA 3786. Ms. CANTWELL (for herself, Mr. Whitehouse, and Mr. Sanders) 
submitted an amendment intended to be proposed to amendment SA 3739 
proposed by Mr. Reid (for Mr. Dodd (for himself and Mrs. Lincoln)) to 
the bill S. 3217, 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; which was ordered to lie on the 
table; as follows:

       On page 762, between lines 5 and 6, insert the following:

     SEC. ___. ANTIMARKET 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 Commission shall promulgate by not later 
     than 1 year after the date of enactment of the Restoring 
     American Financial Stability Act of 2010.
       ``(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 communication 
     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 disregard 
     of the fact, that such report is false, misleading or 
     inaccurate.

[[Page S3101]]

       ``(B) Effect on other law.--Nothing in this paragraph shall 
     affect, or be construed to affect, the applicability of 
     section 9(a)(2).
       ``(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 
     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 statement 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) Enforcement.--
       ``(A) Authority of commission.--If the Commission has 
     reason to believe that any person (other than a registered 
     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 administrative law judge shall 
     ensure that all evidence is recorded in written form and 
     submitted to the Commission.

       ``(4) 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) of this Act, 
     any member of the Commission or any Administrative Law Judge 
     or other officer designated by the Commission (except as 
     provided in paragraph (6)) may administer oaths and 
     affirmations, subpoena witnesses, compel their attendance, 
     take evidence, and require the production of any books, 
     papers, correspondence, memoranda, or other records that the 
     Commission deems relevant or material to the inquiry.
       ``(5) 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.
       ``(6) 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 prescribe 
     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 
     Commission.
       ``(7) 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 question.
       ``(8) 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 transacts 
     business or wherever such person may be found.
       ``(9) Evidence.--On the receipt of evidence under paragraph 
     (3)(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 
     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 
     proximately caused by violations of the person.
       ``(10) Orders.--
       ``(A) Notice.--The Commission shall provide to a person 
     described in paragraph (9) and the appropriate governing 
     board of the registered entity notice of the order described 
     in paragraph (9) by--
       ``(i) registered mail;
       ``(ii) certified mail; or
       ``(iii) personal delivery.
       ``(B) Review.--
       ``(i) In general.--A person described in paragraph (9) 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 carries out 
     the business of the petitioner; or
       ``(II) in the case of an order denying registration, 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) shall have 
     jurisdiction to affirm, set aside, or modify the order of the 
     Commission, and the findings of the Commission as to the 
     facts, if supported by the weight of evidence, shall in like 
     manner be conclusive.''.
       (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), 
     directly or indirectly, is using or employing, or attempting 
     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 or deceptive 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 Restoring American Financial Stability Act 
     of 2010, is violating or has violated any of the 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 of such 
     order, shall fail or refuse to obey or comply with such 
     order, such person shall be guilty of a misdemeanor and, 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 less than six months nor more than one 
     year, or both, except that if such failure or refusal to obey 
     or comply with such order involves any offense within 
     subsection (a) or (b) of section 9 of this Act, such person 
     shall be guilty of a felony and, 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). 
     Each day during which such failure or refusal to obey or 
     comply with such order continues shall be deemed a separate 
     offense.''.
       (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 if the violation constitutes 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

[[Page S3102]]

     shall promulgate by not later than 1 year after the date of 
     enactment of the Restoring American Financial Stability Act 
     of 2010.''.
       (d) Effective Date.--The amendments made by this section 
     shall take effect on the date on which the final rule 
     promulgated by the Commodity Futures Trading Commission 
     pursuant to this Act takes effect.
                                 ______
                                 
  SA 3787. Mr. BROWN of Ohio (for himself and Mr. Kaufman) submitted an 
amendment intended to be proposed to amendment SA 3739 proposed by Mr. 
Reid (for Mr. Dodd (for himself and Mrs. Lincoln)) to the bill S. 3217, 
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; which was ordered to lie on the table; as follows:

       On page 497, strike line 9 and all that follows through 
     page 500, line 15, and insert the following:

     SEC. 620. CONCENTRATION LIMITS FOR BANK HOLDING COMPANIES AND 
                   FINANCIAL COMPANIES.

       (a) Deposit Concentration Limit.--
       (1) Amendment.--Section 3 of the Bank Holding Company Act 
     of 1956 (12 U.S.C. 1842) is amended by striking subsection 
     (f) and inserting the following:
       ``(f) Nationwide Concentration Limits.--
       ``(1) Concentration limit established.--No single bank 
     holding company may control more than 10 percent of the total 
     amount of deposits of all insured depository institutions in 
     the United States.
       ``(2) Sale or transfer required.--The Board shall require 
     any bank holding company that the Board determines is in 
     violation of paragraph (1) to sell or otherwise transfer 
     assets to an unaffiliated company, to the extent that the 
     Board determines is necessary to bring the company into 
     compliance with paragraph (1).''.
       (2) Effective date.--The amendment made by this subsection 
     shall take effect 1 year after the date of enactment of this 
     Act.
       (b) Size Requirements for Bank Holding Companies and 
     Financial Companies.--
       (1) Amendment.--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. LIMITS ON NONDEPOSIT LIABILITIES FOR BANK HOLDING 
                   COMPANIES AND FINANCIAL COMPANIES.

       ``(a) Definitions.--In this section, the following 
     definitions shall apply:
       ``(1) FDIC-assessed deposits.--The term `FDIC-assessed 
     deposits' means the assessment base of a bank holding 
     company, as calculated under part 327 of title 12 Code of 
     Federal Regulations, or any successor thereto.
       ``(2) Financial company.--The term `financial company' 
     means any nonbank financial company supervised by the Board.
       ``(3) Nonbank financial company definitions.--The terms 
     `foreign nonbank financial company', `nonbank financial 
     company', and `U.S. nonbank financial company' have the same 
     meanings as in section 102 of the Restoring American 
     Financial Stability Act of 2010.
       ``(4) Non-deposit liabilities.--The term `non-deposit 
     liabilities' means--
       ``(A) with respect to a bank holding company--
       ``(i) the total assets of the banking holding company; 
     minus
       ``(ii) the sum of--

       ``(I) the tier 1 capital of the bank holding company, 
     taking into account any off-balance-sheet liabilities; and
       ``(II) the FDIC-assessed deposits of the bank holding 
     company; and

       ``(B) with respect to a financial company--
       ``(i) the total assets of the financial company; minus
       ``(ii) the tier 1 capital of the financial company, taking 
     into account any off-balance-sheet liabilities.
       ``(5) Incorporated terms.--The terms `average total 
     consolidated assets' and `tier 1 capital' have the meanings 
     given those terms in part 225 of title 12, Code of Federal 
     Regulations, or any successor thereto.
       ``(b) Limit on Nondeposit Liabilities for Bank Holding 
     Companies.--
       ``(1) Limits for bank holding companies.--No bank holding 
     company may control nondeposit liabilities that exceed 2 
     percent of the annual gross domestic product of the United 
     States.
       ``(2) Limits for financial companies.--No financial company 
     may control nondeposit liabilities that exceed 3 percent of 
     the annual gross domestic product of the United States.
       ``(3) Determination of gross domestic product.--For 
     purposes of this subsection, the annual gross domestic 
     product of the United States shall be determined using the 
     average of the annual gross domestic product of the United 
     States, as calculated by the Bureau of Economic Analysis of 
     the Department of Commerce, during the 16 calendar quarters 
     most recently completed at the time of the determination 
     under paragraph (1).
       ``(4) Treatment of insurance companies.--
       ``(A) In general.--Notwithstanding the limits under 
     paragraphs (1) and (2), the Board may establish a separate 
     liability limit for a bank holding company or financial 
     company that the Board determines is primarily engaged in the 
     business of insurance, if the Board determines that such a 
     limit is necessary in order to provide for consistent and 
     equitable treatment of the bank holding company or financial 
     company.
       ``(B) Consultation.--In establishing a liability limit 
     under subparagraph (A), the Board shall consult with the 
     State insurance regulator for any bank holding company or 
     financial company described in subparagraph (A) having a 
     subsidiary that is regulated by a State insurance regulator.
       ``(5) Treatment of foreign deposits.--The Board may exclude 
     from the calculation of nondeposit liabilities under this 
     subsection any foreign or other deposits that are not FDIC-
     assessed deposits, if the Board determines that such action 
     is necessary to ensure the consistent and equitable treatment 
     of institutions with international operations.
       ``(c) Prompt Corrective Action.--
       ``(1) Authorities.--The Board shall require a bank holding 
     company or financial company that violates subsection (a) to 
     comply with the limit under subsection (a) by--
       ``(A) selling or otherwise transferring assets or off-
     balance-sheet items to unaffiliated firms;
       ``(B) terminating 1 or more activities of the bank holding 
     company or financial company; or
       ``(C) imposing conditions on the manner in which the bank 
     holding company or financial company conducts an activity of 
     the bank holding company or financial company.
       ``(2) Corrective action plan.--Not later than 60 days after 
     the Board determines that a bank holding company or financial 
     holding company has violated subsection (a), the Board 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 plan detailing the manner 
     by which the bank holding company or financial company will 
     be brought into compliance with subsection (a).
       ``(3) Reports to congress.--
       ``(A) Written reports.--At the end of each 60-day period 
     following the date on which the Board submits a plan under 
     paragraph (1) during which a bank holding company or 
     financial company remains in violation of subsection (a), the 
     Board 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 
     compliance of the bank holding company or financial holding 
     company with the plan.
       ``(B) Testimony.--At the end of each 120-day period 
     following the date on which the Board submits a plan under 
     paragraph (1) during which a bank holding company or 
     financial company remains in violation of subsection (a), the 
     Board shall testify before the Committee on Banking, Housing, 
     and Urban Affairs of the Senate and the Committee on 
     Financial Services of the House of Representatives with 
     respect to the compliance of the bank holding company or 
     financial holding company with the plan.

     ``SEC. 14. CAPITAL ASSESSMENT PROGRAM.

       ``(a) Annual Capital Assessment Required.--Not later than 1 
     year after the date of enactment of the Restoring American 
     Financial Stability Act of 2010, and annually thereafter, the 
     Board shall conduct a capital assessment of each bank holding 
     company and financial company, to estimate the losses, 
     revenues, and reserve needs for the bank holding company or 
     financial company.
       ``(b) Report.--The Board shall submit an annual report on 
     the results of the capital assessments under subsection (a) 
     to the Secretary of the Treasury, the Committee on Banking, 
     Housing, and Urban Affairs of the Senate, and the Committee 
     on Financial Services of the House of Representatives.''.
       (2) Effective date.--The amendment made by this subsection 
     shall take effect 3 years after the date of enactment of this 
     Act.
                                 ______
                                 
  SA 3788. Mr. KOHL submitted an amendment intended to be proposed to 
amendment SA 3739 proposed by Mr. Reid (for Mr. Dodd (for himself and 
Mrs. Lincoln)) to the bill S. 3217, 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; which was ordered 
to lie on the table; as follows:

       At the end of the amendment, insert the following:

     TITLE ___--DISCOUNT PRICING CONSUMER PROTECTION ACT

     SEC. ___. DISCOUNT PRICING CONSUMER PROTECTION ACT.

       (a) Short Title.--This section may be cited as the 
     ``Discount Pricing Consumer Protection Act''.
       (b) Prohibition on Vertical Price Fixing.--
       (1) Amendment to the sherman act.--Section 1 of the Sherman 
     Act (15 U.S.C. 1) is amended by adding after the first 
     sentence the following: ``Any contract, combination, 
     conspiracy or agreement setting a minimum price below which a 
     product or service cannot be sold by a retailer, wholesaler, 
     or distributor shall violate this Act.''.

[[Page S3103]]

       (2) Effective date.--The amendment made by paragraph (1) 
     shall take effect 90 days after the date of enactment of this 
     Act.
                                 ______
                                 
  SA 3789. Mr. BROWNBACK (for himself and Mr. Bond) submitted an 
amendment intended to be proposed to amendment SA 3739 proposed by Mr. 
Reid (for Mr. Dodd (for himself and Mrs. Lincoln)) to the bill S. 3217, 
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; which was ordered to lie on the table; as follows:

       At the end of subtitle B of title X, add the following:

     SEC. 1030. EXCLUSION FOR AUTO DEALERS.

       (a) In General.--The Director and the Bureau may not 
     exercise any rulemaking, supervisory, enforcement, or any 
     other authority, including authority to order assessments 
     over a motor vehicle dealer that is primarily engaged in the 
     sale and servicing of motor vehicles, the leasing and 
     servicing of motor vehicles, or both.
       (b) Certain Functions Excepted.--The provisions of 
     subsection (a) shall not apply to any person, to the extent 
     that such person--
       (1) provides consumers with any services related to 
     residential mortgages; or
       (2) operates a line of business that involves the extension 
     of retail credit or retail leases involving motor vehicles, 
     and in which--
       (A) the extension of retail credit or retail leases is 
     routinely provided directly to consumers; and
       (B) the contract governing such extension of retail credit 
     or retail leases is not routinely assigned to a third-party 
     finance or leasing source.
       (c) No Impact on Prior Authority.--Nothing in this section 
     shall be construed to modify, limit, or supersede the 
     rulemaking or enforcement authority over motor vehicle 
     dealers that could be exercised by any Federal department or 
     agency on the day before the date of enactment of this Act.
       (d) No Transfer of Certain Authority.--Notwithstanding any 
     other provision of law, the consumer financial protection 
     functions of the Board of Governors and the Federal Trade 
     Commission shall not be transferred to the Director or the 
     Bureau to the extent such functions are with respect to a 
     person described under subsection (a).
       (e) 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 Regulations, 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 is licensed by a 
     State, a territory of the United States, or the District of 
     Columbia to engage in the sale of motor vehicles.
                                 ______
                                 
  SA 3790. Mr. BROWNBACK (for himself and Mr. Bond) submitted an 
amendment intended to be proposed to amendment SA 3739 proposed by Mr. 
Reid (for Mr. Dodd (for himself and Mrs. Lincoln)) to the bill S. 3217, 
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; which was ordered to lie on the table; as follows:

       At the end of subtitle B of title X, add the following:

     SEC. 1030. EXCLUSION FOR AUTO DEALERS.

       (a) In General.--The Director and the Bureau may not 
     exercise any rulemaking, supervisory, enforcement, or any 
     other authority, including authority to order assessments 
     over a motor vehicle dealer that is primarily engaged in the 
     sale and servicing of motor vehicles, the leasing and 
     servicing of motor vehicles, or both.
       (b) Certain Functions Excepted.--The provisions of 
     subsection (a) shall not apply to any person, to the extent 
     that such person--
       (1) provides consumers with any services related to 
     residential mortgages; or
       (2) operates a line of business that involves the extension 
     of retail credit or retail leases involving motor vehicles, 
     and in which--
       (A) the extension of retail credit or retail leases is 
     routinely provided directly to consumers; and
       (B) the contract governing such extension of retail credit 
     or retail leases is not routinely assigned to a third-party 
     finance or leasing source.
       (c) No Impact on Prior Authority.--Nothing in this section 
     shall be construed to modify, limit, or supersede the 
     rulemaking or enforcement authority over motor vehicle 
     dealers that could be exercised by any Federal department or 
     agency on the day before the date of enactment of this Act.
       (d) No Transfer of Certain Authority.--Notwithstanding any 
     other provision of law, the consumer financial protection 
     functions of the Board of Governors and the Federal Trade 
     Commission shall not be transferred to the Director or the 
     Bureau to the extent such functions are with respect to a 
     person described under subsection (a).
       (e) Definitions.--For purposes of this section, the 
     following definitions shall apply:
       (1) Motor vehicle.--The term ``motor vehicle'' means any 
     self-propelled vehicle designed for transporting persons or 
     property on a street, highway, or other road.
       (2) Motor vehicle dealer.--The term ``motor vehicle 
     dealer'' means any person resident in the United States or 
     any territory of the United States, licensed by a State, a 
     territory of the United States, or the District of Columbia, 
     to engage in the sale of motor vehicles.
                                 ______
                                 
  SA 3791. Mr. BROWNBACK (for himself, Mr. Feingold, Mr. Durbin, Mr. 
Specter, and Mr. Brown of Ohio) submitted an amendment intended to be 
proposed to amendment SA 3739 proposed by Mr. Reid (for Mr. Dodd (for 
himself and Mrs. Lincoln)) to the bill S. 3217, 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; which was ordered to lie on the table; as follows:

       On page 1565, after line 23, add the following:

                  TITLE XIII--CONGO CONFLICT MINERALS

     SEC. 1301. DISCLOSURE TO SECURITIES AND EXCHANGE COMMISSION 
                   RELATING TO COLUMBITE-TANTALITE, CASSITERITE, 
                   GOLD, AND WOLFRAMITE ORIGINATING IN DEMOCRATIC 
                   REPUBLIC OF CONGO.

       Section 13 of the Securities Exchange Act of 1934 (15 
     U.S.C. 78m), as amended by section 763 of this Act, is 
     further amended by adding at the end the following new 
     subsection:
       ``(o) Disclosures to Commission Relating to Columbite-
     Tantalite, Cassiterite, Gold, and Wolframite Originating in 
     Democratic Republic of Congo.--
       ``(1) In general.--Not later than 180 days after the date 
     of the enactment of this subsection, the Commission shall 
     promulgate rules requiring any person described in paragraph 
     (2)--
       ``(A) to disclose annually to the Commission in a report--
       ``(i) whether the columbite-tantalite, cassiterite, gold, 
     or wolframite that was necessary as described in paragraph 
     (2)(A)(ii) in the year for which such report is submitted 
     originated or may have originated in the Democratic Republic 
     of Congo or an adjoining country; and
       ``(ii) a description of the measures taken by the person, 
     which may include an independent audit, to exercise due 
     diligence on the source and chain of custody of such 
     columbite-tantalite, cassiterite, gold, or wolframite, or 
     derivatives of such minerals, in order to ensure that the 
     activities of such person that involve such minerals or 
     derivatives did not directly or indirectly finance or benefit 
     armed groups in the Democratic Republic of Congo or an 
     adjoining country; and
       ``(B) make the information disclosed under subparagraph (A) 
     available to the public on the Internet website of the 
     person.
       ``(2) Person described.--
       ``(A) In general.--A person is described in this paragraph 
     if--
       ``(i) the person is required to file reports to the 
     Commission under subsection (a)(2); and
       ``(ii) columbite-tantalite, cassiterite, gold, or 
     wolframite is necessary to the functionality or production of 
     a product of such person.
       ``(B) Derivatives.--For purposes of this paragraph, if a 
     derivative of a mineral is necessary to the functionality or 
     production of a product of a person, such mineral shall also 
     be considered material to the functionality or production of 
     a product of the person.
       ``(3) Revisions and waivers.--The Commission shall revise 
     or temporarily waive the requirements described in paragraph 
     (1) if the President determines that such revision or waiver 
     is in the public interest.
       ``(4) Termination of disclosure requirements.--
       ``(A) In general.--Except as provided in subparagraph (B), 
     the requirements of paragraph (1) shall terminate on the date 
     that is 5 years after the date of the enactment of this 
     subsection.
       ``(B) Extension by secretary of state.--The date described 
     in subparagraph (A) shall be extended by 1 year for each year 
     in which the Secretary of State certifies that armed parties 
     to the ongoing armed conflict in the Democratic Republic of 
     Congo or adjoining countries continue to be directly involved 
     and benefitting from commercial activity involving columbite-
     tantalite, cassiterite, gold, or wolframite.

[[Page S3104]]

       ``(5) Adjoining country defined.--In this subsection, the 
     term `adjoining country', with respect to the Democratic 
     Republic of Congo, means a country that shares an 
     internationally recognized border with the Democratic 
     Republic of Congo.''.

     SEC. 1302. REPORT.

       Not later than 2 years after the date of the enactment of 
     this Act, the Comptroller General of the United States shall 
     submit to Congress a report that includes the following:
       (1) An assessment of the effectiveness of section 13(o) of 
     the Securities Exchange Act of 1934, as added by section 
     1301, in promoting peace and security in the eastern 
     Democratic Republic of Congo.
       (2) A description of the problems, if any, encountered by 
     the Securities and Exchange Commission in carrying out the 
     provisions of such section 13(o).
       (3) A description of the adverse impacts of carrying out 
     the provisions of such section 13(o), if any, on communities 
     in the eastern Democratic Republic of Congo.
       (4) Recommendations for legislative or regulatory actions 
     that can be taken--
       (A) to improve the effectiveness of the provisions of such 
     section 13(o) to promote peace and security in the eastern 
     Democratic Republic of Congo;
       (B) to resolve the problems described pursuant to paragraph 
     (2), if any; and
       (C) to mitigate the adverse impacts described pursuant 
     paragraph (3), if any.
                                 ______
                                 
  SA 3792. Mrs. BOXER submitted an amendment intended to be proposed to 
amendment SA 3739 proposed by Mr. Reid (for Mr. Dodd (for himself and 
Mrs. Lincoln)) to the bill S. 3217, 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; which was ordered 
to lie on the table; as follows:

       At the end of title VII, add the following:

                       Subtitle C--Fiduciary Duty

     SEC. 781. SECURITIES EXCHANGE ACT.

       The Securities Exchange Act of 1934 (15 U.S.C. 78a et 
     seq.), as amended by this Act, is further amended by 
     inserting after section 10D, the following:

     ``SEC. 10E. FIDUCIARY DUTY.

       ``(a) In General.--Each financial services provider shall 
     be subject to a fiduciary duty, the obligations of which 
     shall depend upon the particular facts and circumstances, to 
     any covered client with respect to any individualized advice 
     or individualized recommendation provided, directly or 
     indirectly, to such client in connection with any transaction 
     involving the purchase or sale of--
       ``(1) a security, as defined in section 2(a)(1) of the 
     Securities Act of 1933 (15 U.S.C. 77b(a)(1));
       ``(2) any CEA-regulated financial instrument; or
       ``(3) any financial instrument, the value of which is 
     derived from a security, CEA-regulated financial instrument, 
     or other financial instrument.
       ``(b) Enforcement.--This section shall be enforced--
       ``(1) as to persons who are subject to the jurisdiction of 
     a Federal functional regulator--
       ``(A) by that regulator in Federal courts;
       ``(B) by the office of the Attorney General of the United 
     States in Federal courts; or
       ``(C) by State attorneys general or State administrative 
     agencies in State courts; and
       ``(2) as to persons who are not described in paragraph 
     (1)--
       ``(A) by the Securities and Exchange Commission or the 
     Commodity Futures Trading Commission in Federal courts;
       ``(B) by the office of the Attorney General of the United 
     States in Federal courts; or
       ``(C) by State attorneys general or State administrative 
     agencies in State courts.
       ``(c) Authority to Define Duty.--As to persons who are 
     subject to the jurisdiction of a Federal functional 
     regulator, that regulator may, by rule, define and clarify 
     the fiduciary duty referred to in subsection (a) with respect 
     to such persons.
       ``(d) Limitation.--The fiduciary duty referred to in 
     subsection (a) shall not apply to advice that is subject to 
     the fiduciary duty under section 404(a) of the Employee 
     Retirement Income Security Act of 1974 (29 U.S.C. 1104(a)) in 
     connection with a relationship that is subject to that 
     section.
       ``(e) Definitions.--For purposes of this section--
       ``(1) the term `financial services provider' means any 
     person who, for compensation, is in the business of providing 
     advice regarding, creating, underwriting, buying, selling, 
     effecting transactions in or dealing in the financial 
     instruments described in subparagraphs (1), (2), or (3) of 
     subsection (a);
       ``(2) the term `individualized' means any advice or 
     recommendation that reflects the particular needs or 
     circumstances of the covered client to which it is provided;
       ``(3) the term `covered client' means--
       ``(A) any pension plan as defined in section 3(2)(A) of the 
     Employee Retirement and Income Security Act of 1974 (29 
     U.S.C. 1002(2)(A));
       ``(B) any employee benefit plan described under paragraph 
     (1) or (3) of section 4(b) of the Employee Retirement Income 
     Security Act of 1974 (29 U.S.C. 1003(b)(1), (3)); and
       ``(C) any State and any county, municipality, political 
     subdivision, agency or instrumentality of a State and any 
     Federal agency or instrumentality thereof;
       ``(4) the term `CEA-regulated financial instrument' means 
     any financial instrument regulated by the Commodity Futures 
     Trading Commission or under the Commodity Exchange Act (7 
     U.S.C. 1 et seq.); and
       ``(5) the term `Federal functional regulator' means--
       ``(A) the Board of Governors of the Federal Reserve System;
       ``(B) the Office of the Comptroller of the Currency;
       ``(C) the Board of Directors of the Federal Deposit 
     Insurance Corporation;
       ``(D) the National Credit Union Administration;
       ``(E) the Securities and Exchange Commission;
       ``(F) the Commodity Futures Trading Commission;
       ``(G) the Director of the Federal Housing Finance Agency; 
     and
       ``(H) the Bureau of Consumer Financial Protection.''.

     SEC. 782. COMMODITY EXCHANGE ACT.

       Section 6b of the Commodity Exchange Act (7 U.S.C. 6b) is 
     amended by adding at the end the following:
       ``(e) Fiduciary Duty.--
       ``(1) In general.--A financial services provider shall be 
     subject to a fiduciary duty, the obligations of which shall 
     depend upon the particular facts and circumstances, to any 
     covered client with respect to any individualized advice or 
     individualized recommendation provided, directly or 
     indirectly, to such client in connection with any transaction 
     involving the purchase or sale of--
       ``(A) a security, as defined in section 2(a)(1) of the 
     Securities Act of 1933 (15 U.S.C. 77b(a)(1));
       ``(B) any CEA-regulated financial instrument; or
       ``(C) any financial instrument the value of which is 
     derived from a security, CEA-regulated financial instrument, 
     or other financial instrument.
       ``(2) Enforcement.--This section shall be enforced--
       ``(A) as to persons who are subject to the jurisdiction of 
     a Federal functional regulator--
       ``(i) by that regulator in Federal courts;
       ``(ii) by the office the Attorney General of the United 
     States in Federal courts; or
       ``(iii) by State attorneys general or State administrative 
     agencies in State courts; and
       ``(B) as to other persons--
       ``(i) by the Securities and Exchange Commission or the 
     Commodity Futures Trading Commission in Federal courts;
       ``(ii) by the office the Attorney General of the United 
     State in Federal courts; or
       ``(iii) by State attorneys general or State administrative 
     agencies in State courts.
       ``(3) Authority to define duty.--As to persons who are 
     subject to the jurisdiction of a Federal functional 
     regulator, that regulator may, by rule, define and clarify 
     the fiduciary duty referred to in paragraph (1) with respect 
     to such persons.
       ``(4) Limitation.--The fiduciary duty referred to in 
     paragraph (1) shall not apply to advice that is subject to 
     the fiduciary duty under section 404(a) of the Employee 
     Retirement Income Security Act of 1974 (29 U.S.C. 1104(a)) in 
     connection with a relationship that is subject to that 
     section.
       ``(5) Definitions.--For purposes of this subsection--
       ``(A) the term `financial services provider' means any 
     person who, for compensation, engages in the business of 
     providing advice regarding, creating, underwriting, buying, 
     selling, effecting transactions in or dealing in the 
     financial instruments described in subparagraphs (A), (B), or 
     (C) of paragraph (1);
       ``(B) the term `individualized' means any advice or 
     recommendation that reflects the particular needs or 
     circumstances of the covered client to which it is provided;
       ``(C) the term `covered client' means--
       ``(i) any pension plan as defined in section 3(2)(A) of the 
     Employee Retirement and Income Security Act of 1974 (29 
     U.S.C. 1002(2)(A);
       ``(ii) any employee benefit plan described under paragraph 
     (1) or (3) of section 4(b) of the Employee Retirement Income 
     Security Act of 1974 (29 U.S.C. 1003(b)(1), (3)); and
       ``(iii) any State and any county, municipality, political 
     subdivision, agency or instrumentality of a State and any 
     Federal agency or instrumentality thereof;
       ``(D) the term `CEA-regulated financial instrument' means 
     any financial instrument regulated by the Commission or under 
     this Act; and
       ``(E) the term `Federal functional regulator' means--
       ``(i) the Board of Governors of the Federal Reserve System;
       ``(ii) the Office of the Comptroller of the Currency;
       ``(iii) the Board of Directors of the Federal Deposit 
     Insurance Corporation;
       ``(iv) the National Credit Union Administration;
       ``(v) the Securities and Exchange Commission;
       ``(vi) the Commodity Futures Trading Commission;
       ``(vii) the Director of the Federal Housing Finance Agency; 
     and
       ``(viii) the Bureau of Consumer Financial Protection.''.

[[Page S3105]]

                                 ______
                                 
  SA 3793. Mrs. McCASKILL submitted an amendment intended to be 
proposed by her to the bill S. 3217, 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; which was ordered 
to lie on the table; as follows:

       At the end of subtitle A of title I, insert the following:

     SEC. 122. ADDITIONAL OVERSIGHT OF FINANCIAL REGULATORY 
                   SYSTEM.

       (a) Council of Inspectors General on Financial Oversight.--
       (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 
     following:
       (A) The Board of Governors of the Federal Reserve System.
       (B) The Commodity Futures Trading Commission.
       (C) The Department of Housing and Urban Development.
       (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 
     termination of the authority of the Special Inspector General 
     for such program under section 121(h) of the Emergency 
     Economic Stabilization Act of 2008 (12 U.S.C. 5231(h))).
       (2) Duties.--
       (A) Meetings.--The Council of Inspectors General shall meet 
     not less than once each quarter, or more frequently 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 Inspectors 
     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 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) Council of inspectors general working groups.--
       (A) Working groups to evaluate council.--
       (i) 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.
       (ii) Personnel and resources.--The inspectors general 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 subparagraph to enable 
     it to carry out its duties.
       (iii) Reports.--A Council of Inspectors General Working 
     Group established under this subparagraph shall submit 
     regular reports to the Council and to Congress on its 
     evaluations pursuant to this subparagraph.
       (B) Working groups for financial companies undergoing 
     resolution.--
       (i) Convening a working group.--The Council of Inspectors 
     General shall convene a Council of Inspectors General Working 
     Group for each financial company for which the Federal 
     Deposit Insurance Corporation is appointed as receiver under 
     section 202.
       (ii) Personnel and resources.--The inspectors general 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 subparagraph to enable 
     it to carry out its duties.
       (iii) Reports.--Not later than 270 days after the 
     appointment of the Federal Deposit Insurance Corporation as 
     receiver for the financial company for which a Council of 
     Inspectors General Working Group is convened under clause 
     (i), such Working Group shall submit to the primary financial 
     regulatory agency and to Congress a report that includes--

       (I) the reasons for such financial company's failure;
       (II) the reasons for the appointment of the Federal Deposit 
     Insurance Corporation as receiver for such financial company; 
     and
       (III) recommendations for preventing future failures of 
     financial companies.

       (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.
                                 ______
                                 
  SA 3794. Mr. LEAHY (for himself, Mr. Grassley, Mr. Specter, and Mr. 
Kaufman) submitted an amendment intended to be proposed by him to the 
bill S. 3217, 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; which was ordered to lie on the 
table; as follows:

       At the appropriate place, insert the following:

     SEC. ___. FINANCIAL FRAUD PROVISIONS.

       (a) Sentencing Guidelines.--
       (1) Securities fraud.--
       (A) Directive.--Pursuant to its authority under section 994 
     of title 28, United States Code, and in accordance with this 
     paragraph, the United States Sentencing Commission shall 
     review and amend the Federal Sentencing Guidelines and policy 
     statements applicable to persons convicted of offenses 
     relating to securities fraud or any other similar provision 
     of law, in order to reflect the intent of Congress that 
     penalties for the offenses be increased in comparison to 
     those provided on the date of enactment of this Act under the 
     guidelines and policy statements, and appropriately account 
     for the potential and actual harm to the public and the 
     financial markets from the offenses.
       (B) Requirements.--In amending the Federal Sentencing 
     Guidelines and policy statements under subparagraph (A), the 
     United States Sentencing Commission shall--
       (i) ensure that the guidelines and policy statements, 
     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 furthering 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 relevant 
     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 section 994 
     of title 28, United States Code, and in accordance with this 
     paragraph, the United States Sentencing Commission shall 
     review and 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 be increased in comparison to those provided on the 
     date of enactment of this Act under the guidelines and policy 
     statements and to ensure a term of imprisonment for offenders 
     involved in substantial bank frauds or other frauds relating 
     to financial institutions.
       (B) Requirements.--In amending 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 furthering 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 relevant 
     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:

     ``Sec. 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);

[[Page S3106]]

       ``(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 
     punished 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) False Claims and International Money Laundering.--
       (1) Amendments to the false claims act relating to 
     limitations on actions.--Section 3730(h) of title 31, United 
     States Code, is amended--
       (A) in paragraph (1), by striking ``or agent on behalf of 
     the employee, contractor, or agent or associated others in 
     furtherance of other efforts to stop 1 or more violations of 
     this subchapter'' and inserting ``agent or associated others 
     in furtherance of an action under this section or other 
     efforts to stop 1 or more violations of this subchapter''; 
     and
       (B) 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.''.
       (2) Amendments to the false claims act relating to awards 
     to qui tam plaintiffs.--Section 3730(d)(1) of title 31, 
     United States Code, is amended, in the second sentence, by 
     striking ``in a criminal, civil, or administrative hearing, 
     in a congressional, administrative, or Government Accounting 
     Office report, hearing, audit, or investigation, or from the 
     news media,'' and inserting ``in a Federal criminal, civil or 
     administrative hearing in which the Government or its agent 
     is a party, in a congressional, Government Accountability 
     Office, or other Federal audit, report, hearing or 
     investigation, or in the news media,''.
       (3) Application of the international money laundering 
     statute to tax evasion.--Section 1956(a)(2)(A) of title 18, 
     United States Code, is amended by--
       (A) inserting ``(i)'' before ``with the intent to 
     promote''; and
       (B) adding at the end the following:
       ``(ii) with the intent to engage in conduct constituting a 
     violation of section 7201 or 7206 of the Internal Revenue 
     Code of 1986; or''.
       (d) Promoting Criminal Accountability.--
       (1) Definitions.--In this subsection--
       (A) the terms ``Bureau'' and ``Federal consumer financial 
     law'' have the meanings given those terms in section 1002; 
     and
       (B) the term ``civil investigative demand'' has the meaning 
     given that term in section 1051.
       (2) Review of civil investigative demands by attorney 
     general.--
       (A) In general.--Notwithstanding any other provision of 
     this Act, the Bureau may not issue a civil investigative 
     demand unless--
       (i) the Bureau consults with the Attorney General of the 
     United States regarding the civil investigative demand; and
       (ii) the Attorney General determines that issuing the civil 
     investigative demand would be consistent with the guidelines 
     issued under subparagraph (C).
       (B) Period for review.--If the Attorney General has not 
     made a determination described in subparagraph (A)(ii) as of 
     the date that is 45 days after the date on which the Attorney 
     General receives a request to issue a civil investigative 
     demand, the Attorney General shall be deemed to have 
     determined that issuing the civil investigative demand would 
     be consistent with the guidelines issued under subparagraph 
     (C).
       (C) Guidelines.--
       (i) In general.--Not later than 180 days after the date of 
     enactment of this Act, the Attorney General, in consultation 
     with the Bureau, shall promulgate guidelines for parallel 
     proceedings involving the Federal consumer financial laws.
       (ii) Considerations.--In promulgating guidelines under this 
     subparagraph, the Attorney General and the Bureau shall 
     consider--

       (I) the significant deterrent and punitive effects of 
     criminal sanctions;
       (II) the ability to use a criminal conviction as collateral 
     estoppel in a subsequent civil case;
       (III) the possibility that the imposition of civil 
     penalties might undermine a prosecution or the severity of a 
     subsequent criminal sentence;
       (IV) preservation of the secrecy of a criminal 
     investigation, including the use of covert investigative 
     techniques;
       (V) prevention of the premature discovery of evidence by a 
     defendant in a criminal case through the exploitation by the 
     defendant of the civil discovery process;
       (VI) avoidance of unnecessary litigation issues, such as 
     unfounded defense claims of misuse of process in a civil or 
     criminal action; and
       (VII) avoidance of duplicative interviews of witnesses and 
     subjects.

                                 ______
                                 
  SA 3795. Mrs. FEINSTEIN submitted an amendment intended to be 
proposed by her to the bill S. 3217, 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; which was ordered 
to lie on the table; as follows:

       At the end of subtitle G of title X, add the following:

     SEC. 1077. USE OF CREDIT CHECKS PROHIBITED FOR EMPLOYMENT 
                   PURPOSES.

       (a) Prohibition for Employment and Adverse Action.--Section 
     604 of the Fair Credit Reporting Act (15 U.S.C. 1681b) is 
     amended--
       (1) in subsection (a)(3)(B), by inserting ``within the 
     restrictions set forth in subsection (b)'' after 
     ``purposes'';
       (2) by redesignating subsections (b) through (g) as 
     subsections (c) through (h), respectively; and
       (3) by inserting after subsection (a) the following new 
     subsection:
       ``(b) Use of Certain Consumer Report Prohibited for 
     Employment Purposes or Adverse Actions.--
       ``(1) General prohibition.--Except as provided in paragraph 
     (3), a person, including a prospective employer or current 
     employer, may not use a consumer report or investigative 
     consumer report, or cause a consumer report or investigative 
     consumer report to be procured, with respect to any consumer 
     where any information contained in the report bears on the 
     consumer's creditworthiness, credit standing, or credit 
     capacity--
       ``(A) for employment purposes; or
       ``(B) for making an adverse action, as described in section 
     603(k)(1)(B)(ii).
       ``(2) Source of consumer report irrelevant.--The 
     prohibition described in paragraph (1) shall apply even if 
     the consumer consents or otherwise authorizes the procurement 
     or use of a consumer report for employment purposes or in 
     connection with an adverse action with respect to such 
     consumer.
       ``(3) Exceptions.--Notwithstanding the prohibitions set 
     forth in this subsection, and consistent with the other 
     provisions of this title, an employer may use a consumer 
     report with respect to a consumer in any case in which --
       ``(A) the consumer applies for, or currently holds, 
     employment that requires national security or Federal Deposit 
     Insurance Corporation clearance;
       ``(B) the consumer applies for, or currently holds, 
     employment with a State or local government agency which 
     otherwise requires use of a consumer report;
       ``(C) the consumer applies for, or currently holds, any 
     management position or other position involving the handling 
     or supervision of, or access to, customer funds or accounts 
     at a financial institution (including any credit union); and
       ``(D) use of the consumer report with respect to the 
     consumer is otherwise required by law.
       ``(4) Effect on disclosure and notification requirements.--
     The exceptions described in paragraph (3) shall have no 
     effect on the other requirements of this title, including 
     requirements in regards to disclosure and notification to a 
     consumer when permissibly using a consumer report for 
     employment purposes or for taking an adverse action with 
     respect to such consumer.''.
       (b) Conforming Amendments and Cross References.--The Fair 
     Credit Reporting Act (15 U.S.C. 1681 et seq.) is amended--
       (1) in section 603 (15 U.S.C. 1681a)--
       (A) in subsection (d)(3), by striking ``604(g)(3)'' and 
     inserting ``604(h)(3)''; and
       (B) in subsection (o), by striking ``A'' and inserting 
     ``Subject to the restrictions set forth in section 604(b), 
     a'';
       (2) in section 604 (15 U.S.C. 1681b)--
       (A) in subsection (a), by striking ``subsection (c)'' and 
     inserting ``subsection (d)'';
       (B) in subsection (c), as redesignated by subsection (a)(2) 
     of this section--
       (i) in paragraph (2)(A), by inserting ``and subject to the 
     restrictions set forth in subsection (b)'' after 
     ``subparagraph (B)''; and
       (ii) in paragraph (3)(A), by inserting ``and subject to the 
     restrictions set forth in subsection (b)'' after 
     ``subparagraph (B)'';
       (C) in subsection (d)(1), as redesignated by subsection 
     (a)(2) of this section, by striking ``subsection (e)'' in 
     both places it appears and inserting ``subsection (f)'';
       (D) in subsection (f), as redesignated by subsection (a)(2) 
     of this section--
       (i) in paragraph (1), by striking ``subsection (c)(1)(B)'' 
     and inserting ``subsection (d)(1)(B)''; and
       (ii) in paragraph (5), by striking ``subsection (c)(1)(B)'' 
     and inserting ``subsection (d)(1)(B)'';
       (3) in section 607(e)(3)(A) (15 U.S.C. 1681e(e)(3)(A)), by 
     striking ``604(b)(4)(E)(i)'' and inserting 
     ``604(c)(4)(E)(i)'';
       (4) in section 609 (15 U.S.C. 1681g)--
       (A) in subsection (a)(3)(C)(i), by striking 
     ``604(b)(4)(E)(i)'' and inserting ``604(c)(4)(E)(i)''; and
       (B) in subsection (a)(3)(C)(ii), by striking 
     ``604(b)(4)(A)'' and inserting ``604(c)(4)(A)'';
       (5) in section 613(a) (15 U.S.C. 1681k(a)), by striking 
     ``section 604(b)(4)(A)'' and inserting ``section 
     604(c)(4)(A)''; and
       (6) in section 615 (15 U.S.C. 1681m)--
       (A) in subsection (d)(1), by striking ``section 
     604(c)(1)(B)'' and inserting ``section 604(d)(1)(B)'';
       (B) in subsection (d)(1)(E), by striking ``section 604(e)'' 
     and inserting ``section 604(f)''; and

[[Page S3107]]

       (C) in subsection (d)(2)(A), by striking ``section 604(e)'' 
     and inserting ``section 604(f)''.
                                 ______
                                 
  SA 3796. Mrs. FEINSTEIN submitted an amendment intended to be 
proposed by her to the bill S. 3217, 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; which was ordered 
to lie on the table; as follows:

       At the end of subtitle G of title X, add the following:

     SEC. 1077. STUDY AND REPORT ON PAYDAY LENDING.

       (a) Study Required.--The research unit established by the 
     director under section 1013 shall conduct a study on the 
     ability of the unemployed to access credit under reasonable 
     terms, including an analysis of--
       (1) the effects of the practice of ``payday lending'' on 
     the unemployed;
       (2) the potential impacts, both positive and negative, of 
     using Federal or State unemployment benefit checks as 
     collateral for obtaining a payday loan;
       (3) alternative credit options for the unemployed, 
     including the accessibility and costs associated with such 
     options; and
       (4) such other considerations as are determined to be 
     relevant.
       (b) Report to the Bureau.--Not later than 1 year after the 
     date of enactment of this Act, the research unit established 
     under section 1013 shall--
       (1) provide to the Bureau a report on the results of the 
     study conducted under subsection (a), together with 
     recommendations to help the unemployed to access credit on 
     reasonable terms; and
       (2) shall make such report available to the public.
                                 ______
                                 
  SA 3797. Mr. SCHUMER (for himself, Mr. Reed, and Mr. Akaka,) 
submitted an amendment intended to be proposed to amendment SA 3739 
proposed by Mr. Reid (for Mr. Dodd (for himself and Mrs. Lincoln)) to 
the bill S. 3217, 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; which was ordered to lie on the 
table; as follows:

       On page 1248, strike line 22 and all that follows through 
     page 1249, line 10 and insert the following:
       (1) Covered persons.--This section shall apply to any 
     covered person who is not a person described in section 
     1025(a) or 1026(a).
       On page 1255, line 5, strike ``(A) In general.--The 
     Bureau'' and insert the following:
       ``(A) Notice.--If the Federal Trade Commission is 
     authorized to enforce any Federal consumer financial law 
     described in paragraph (1), either the Bureau or the Federal 
     Trade Commission shall serve written notice to the other of 
     the intent to take any enforcement action, prior to 
     initiating such an enforcement action, except that if the 
     Bureau or the Federal Trade Commission, in filing the action, 
     determines that prior notice is not feasible, the Bureau or 
     the Federal Trade Commission may provide notice immediately 
     upon initiating such enforcement action.
       ``(B) Coordination.--The Bureau''.
       On page 1255, line 10, strike ``(1)(A)''.
       On page 1255, line 19, strike ``(B)'' and insert ``(C)''.
       On page 1256, line 15, strike ``(C)'' and insert ``(D)''.
       On page 1256, line 19, strike ``(D)'' and insert ``(E)''.
       On page 1255, line 10, strike ``(1)(A)''.
                                 ______
                                 
  SA 3798. Mrs. HAGAN submitted an amendment intended to be proposed to 
amendment SA 3739 proposed by Mr. Reid (for Mr. Dodd (for himself and 
Mrs. Lincoln)) to the bill S. 3217, 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; which was ordered 
to lie on the table; as follows:

       On page 1235, line 12, strike ``or other'' and insert ``, 
     appropriate representatives of State banking regulators, as 
     such representatives are to be designated by a selection 
     process determined by the State banking regulators, and 
     other''.
       On page 1249, line 13, after ``Commission'' insert ``and 
     appropriate representatives of State banking regulators, as 
     such representatives are to be designated by a selection 
     process determined by the State banking regulators,''.
       On page 1251, line 17, after ``authorities,'' insert 
     ``including any formal committee established by State 
     regulators to coordinate multi-state examinations or 
     enforcement efforts for a class of covered persons,''.
                                 ______
                                 
  SA 3799. Mrs. HAGAN (for herself, Mrs. Hutchison, Mr. Carper, Mr. 
Cornyn, and Mr. Brown of Massachusetts) submitted an amendment intended 
to be proposed to amendment SA 3739 proposed by Mr. Reid (for Mr. Dodd 
(for himself and Mrs. Lincoln)) to the bill S. 3217, 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; which was ordered to lie on the table; as follows:

       On page 485, line 14, strike ``and'' and all that follows 
     through line 25 and insert the following:
       (B) subject to such restrictions as the Federal banking 
     agencies may determine, does not include purchasing or 
     selling, or otherwise acquiring or disposing of, stocks, 
     bonds, options, commodities, derivatives, or other financial 
     instruments on behalf of a customer, as part of market making 
     activities, or otherwise in connection with or in 
     facilitation of customer relationships, including risk-
     mitigating hedging activities related to such a purchase, 
     sale, acquisition, or disposal; and
       (C) does not include the investments of a regulated 
     insurance company, or a regulated insurance affiliate or 
     regulated insurance subsidiary thereof, if--
       (i) such investments are 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 Federal banking agencies, after consultation with 
     the Council and the relevant insurance commissioners of the 
     States and territories of the United States, have not jointly 
     determined, after notice and comment, that a law, a 
     regulation, or written guidance described in clause (i) is 
     insufficient to accomplish the purposes of this section; and
                                 ______
                                 
  SA 3800. Mr. CORKER submitted an amendment intended to be proposed to 
amendment SA 3739 proposed by Mr. Reid (for Mr. Dodd (for himself and 
Mrs. Lincoln)) to the bill S. 3217, 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; which was ordered 
to lie on the table; as follows:

       On page 94, between lines 4 and 5, insert the following:
       (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 Governors 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.
                                 ______
                                 
  SA 3801. Mr. HATCH (for himself, Mr. Enzi, and Mr. Brown of 
Massachusetts) submitted an amendment intended to be proposed to 
amendment SA 3739 proposed by Mr. Reid (for Mr. Dodd (for himself and 
Mrs. Lincoln)) to the bill S. 3217, 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; which was ordered 
to lie on the table; as follows:

       At the end of title XII, insert the following:

          TITLE XIII--TREATMENT OF FANNIE MAE AND FREDDIE MAC

     SEC. 1301. PLAN ON REFORMING FANNIE MAE AND FREDDIE MAC.

       (a) In General.--Not later than 6 months after the date of 
     the enactment of this Act, the Secretary of the Treasury, the 
     Director of the Federal Housing Finance Agency, and the 
     Secretary of Housing and Urban Development shall propose and 
     submit to Congress a plan to end the conservatorship of the 
     Federal National Mortgage Association and the Federal Home 
     Loan Mortgage Corporation, and to reform such entities.
       (b) Requirements.--The plan required under subsection (a) 
     shall be drafted so as to

[[Page S3108]]

     have the least amount of impact as possible on--
       (1) the provision of affordable housing to underserved 
     areas; and
       (2) the cost to the taxpayer.
                                 ______
                                 
  SA 3802. Mr. CORKER submitted an amendment intended to be proposed to 
amendment SA 3739 proposed by Mr. Reid (for Mr. Dodd (for himself and 
Mrs. Lincoln)) to the bill S. 3217, 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; which was ordered 
to lie on the table; as follows:

       On page 124, line 9, insert after the semicolon, ``and''
       ``(ii) whether amendments should be made to the Bankruptcy 
     Code, the Federal Deposit Insurance Act, and other insolvency 
     laws to enhance their effectiveness in liquidating and 
     reorganizing financial companies, including whether 
     provisions relating to qualified financial contracts should 
     be modified.''
                                 ______
                                 
  SA 3803. Mr. MENENDEZ submitted an amendment intended to be proposed 
to amendment SA 3739 proposed by Mr. Reid (for Mr. Dodd (for himself 
and Mrs. Lincoln)) to the bill S. 3217, 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; 
which was ordered to lie on the table; as follows:

       On page 278 line 23, strike ``$50,000,000,000'' and insert 
     ``$150,000,000,000''.
       On page 284, between lines 10 and 11, insert the following:
       ``(15) Limitation on use of fund.--Notwithstanding any 
     other provision of law, amounts in the Orderly Liquidation 
     Fund may not be used under any circumstances to `bail out' or 
     maintain the solvency of any covered institution.''.
                                 ______
                                 
  SA 3804. Mr. MENENDEZ submitted an amendment intended to be proposed 
to amendment SA 3739 proposed by Mr. Reid (for Mr. Dodd (for himself 
and Mrs. Lincoln)) to the bill S. 3217, 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; 
which was ordered to lie on the table; as follows:

       At the end of subtitle A of title I, add the following:

     SEC. 122. ENHANCED DISCLOSURES.

       Section 13 of the Securities Exchange Act of 1934 (15 
     U.S.C. 78m) is amended by adding at the end the following:
       ``(n) Enhanced Disclosures Required.--
       ``(1) In general.--The Commission shall, by rule, with 
     respect to each issuer that is subject to enhanced standards 
     under title I of the Restoring American Financial Stability 
     Act of 2010, and that is required to file periodic reports 
     with the Commission, and any other issuers that the 
     Commission determines appropriate--
       ``(A) require each such issuer to provide, together with 
     its annual reports to the Commission, a detailed written 
     description of all off balance sheet activities of the issuer 
     and a detailed justification for not putting each of those 
     activities on the balance sheet; and
       ``(B) pursuant to its authority under section 13 and 15(d), 
     require each such issuer to disclose in each quarterly and 
     annual filings required by the rules of the Commission--
       ``(i) the total liabilities of the issuer as of period end 
     and total assets as of period end;
       ``(ii) the average daily liabilities during the measured 
     period and average daily assets during the measured period;
       ``(iii) any short term borrowings, including separately 
     presenting securities sold under agreements to repurchase, 
     shown as of the end of the period and as a daily average 
     during the period;
       ``(iv) a period end leverage ratio, measured as total 
     equity capital as of period end, divided by total assets as 
     of period end;
       ``(v) an average daily leverage ratio, measured as average 
     daily equity capital during the measured period, divided by 
     average daily assets during the measured period; and
       ``(vi) any other leverage or liquidity ratios that the 
     Commission determines, by rule, to be appropriate.
       ``(2) Transactions affecting future liquidity.--The 
     Commission shall issue rules requiring the disclosure of 
     information on transactions that were accounted for as sales 
     by the issuer, but have implications for future liquidity.
       ``(3) Graphic representations authorized.--The disclosures 
     under this subsection may include a graphic representation of 
     the information required to be disclosed.''.
                                 ______
                                 
  SA 3805. Mrs. BOXER submitted an amendment intended to be proposed to 
amendment SA 3739 proposed by Mr. Reid (for Mr. Dodd (for himself and 
Mrs. Lincoln)) to the bill S. 3217, 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; which was ordered 
to lie on the table; as follows:

       On page 1435, line 19, strike ``(g)''and insert the 
     following:
       ``(g) Prohibition on Steering Incentives.--
       ``(1) In general.--For any loan secured by real property or 
     a dwelling, the total amount of direct and indirect 
     compensation from any source permitted to a mortgage 
     originator may not vary based on the terms or conditions of 
     the loan.
       ``(2) Limitations on financing of origination fees and 
     costs.--
       ``(A) In general.--For any loan secured by real property or 
     a dwelling, a mortgage originator may not arrange for a 
     consumer to finance through the rate any origination fee or 
     cost except bona fide third party settlement charges not 
     retained by the creditor or mortgage originator.
       ``(B) Exception.--Notwithstanding subparagraph (A), a 
     mortgage originator may arrange for a consumer to finance an 
     origination fee or cost through the rate, if--
       ``(i) the mortgage originator receives no other 
     compensation, however denominated, directly or indirectly, 
     from the consumer or any other person;
       ``(ii) the loan does not include discount points, 
     origination points, or rate reduction points, however 
     denominated, or any payment reduction fee, however 
     denominated;
       ``(iii) the loan does not contain a prepayment penalty;
       ``(iv) the total points and fees payable in connection with 
     the loan do not exceed 2 percent of the total loan amount, 
     where the term `points and fees' has the same meaning as in 
     section 103(aa)(4);
       ``(v) the loan does not allow a consumer to defer repayment 
     of principal or interest, or is not otherwise deemed a `non-
     traditional mortgage' under guidance, advisories, or 
     regulations prescribed by the Federal banking agencies; and
       ``(vi) there is no other conflict of interest between the 
     mortgage originator and the consumer.
       ``(3) Mortgage originator.--As used in this subsection, the 
     term `mortgage originator'--
       ``(A) means any person who, for direct or indirect 
     compensation 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 otherwise 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 for performing such 
     brokerage activities by a lender, a mortgage broker, or other 
     mortgage originator or by any agent of such lender, mortgage 
     broker, or other mortgage 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 1 property in any 36-month 
     period, provided that such loan--
       ``(i) is fully amortizing;
       ``(ii) 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;
       ``(iii) has a fixed rate or an adjustable rate that is 
     adjustable after 5 or more years, subject to reasonable 
     annual and lifetime limitations on interest rate increases; 
     and
       ``(iv) meets any other criteria that the Federal banking 
     agencies may prescribe; and
       ``(F) 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

[[Page S3109]]

     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.
       ``(h)''.
                                 ______
                                 
  SA 3806. Mr. SPECTER (for himself and Mr. Kaufman), submitted an 
amendment intended to be proposed to amendment SA 3739 proposed by Mr. 
Reid (for Mr. Dodd (for himself and Mrs. Lincoln)) to the bill S. 3217, 
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; which was ordered to lie on the table; as follows:

       At the end of title IV, insert the following:

     SEC. ___. FIDUCIARY STANDARD OF CARE FOR BROKER-DEALERS.

       Section 15(a) of the Securities Exchange Act of 1934 (15 
     U.S.C. 78o(a)) is amended by inserting at the end the 
     following:
       ``(3)(A)(i) A registered broker or dealer, or any agent, 
     employee or other person acting on behalf of such a broker or 
     dealer, that provides investment advice regarding the 
     purchase or sale of a security or a security based swap, or 
     solicits or offers to enter into, or enters into a purchase 
     or sale of a security or a security-based swap, shall have a 
     fiduciary duty to act in the best interests of the investor 
     and to disclose the specific facts relating to any actual or 
     reasonably anticipated conflict of interest relating to that 
     security or transaction or contemplated transaction.
       ``(ii) The Commission may adopt rules and regulations to 
     define the full scope and application of the duty referred to 
     in clause (i), to grant exceptions, and to adopt safe 
     harbors, if and to the extent the Commission finds that such 
     additional rules, regulations, exceptions, and safe harbors 
     are necessary or appropriate as in the public interest or for 
     the protection of investors.
       ``(B)(i) It shall be unlawful for any person subject to a 
     fiduciary duty under subparagraph (A) to effect, directly or 
     indirectly, by the use of any instrumentality of interstate 
     commerce or of the mails, or of any facility of any national 
     securities exchange, any transaction in, or to induce or 
     attempt to induce, the purchase or sale of any security or 
     security-based swap, if in connection with such purchase or 
     sale, or attempted purchase or sale, such person willfully 
     violates that duty or disclosure obligation.
       ``(ii) Any person who violates clause (i) shall be fined 
     under title 18, United States Code, or imprisoned not more 
     than 25 years, or both.''.
                                 ______
                                 
  SA 3807. Mrs. HAGAN (for herself and Mr. Brown of Massachusetts) 
submitted an amendment intended to be proposed to amendment SA 3739 
proposed by Mr. Reid (for Mr. Dodd (for himself and Mrs. Lincoln)) to 
the bill S. 3217, 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; which was ordered to lie on the 
table; as follows:

       On page 486, strike lines 1 through 12, and insert the 
     following:
       (3) the term ``sponsoring or investing'', when used with 
     respect to a hedge fund or private equity fund--
       (A) means--
       (i) serving as a general partner, managing member, or 
     trustee of the fund;
       (ii) in any manner selecting or controlling (or having 
     employees, officers, directors, or agents who constitute) a 
     majority of the directors, trustees, or management of the 
     fund; or
       (iii) sharing with the fund, for corporate, marketing, 
     promotional, or other purposes, the same name or a variation 
     of the same name;
       (B) includes any activity that would cause the aggregate 
     investment of an insured depository institution, a company 
     that controls, directly or indirectly, an insured depository 
     institution or is treated as a bank holding company for 
     purposes of the Bank Holding Company Act of 1956 (12 U.S.C. 
     1841 et seq.), or any subsidiary of such institution or 
     company, in hedge funds and private equity funds to exceed 10 
     percent of the total Tier 1 capital (as that term is defined 
     in section 2(o) of the Bank Holding Company Act of 1956 (12 
     U.S.C. 1841(o)) of the institution, company, or subsidiary; 
     and
       (C) except as provided in subparagraph (B), does not 
     include any activity described under this paragraph--
       (i) that is conducted in connection with, or in 
     facilitation of, customer relationships or on behalf of 
     unaffiliated customers;
       (ii) that is related to investing a de minimis amount, as 
     determined by the Council, in any hedge fund or private 
     equity fund, not to exceed 10 percent of the total equity of 
     any such fund; and
       (iii) for which the obligations of any hedge or private 
     equity funds are not guaranteed, directly or indirectly, by 
     any affiliate.
       On page 490, strike line 9 and all that follows through 
     page 491, line 10.
                                 ______
                                 
  SA 3808. Mr. FRANKEN (for himself, Mr. Schumer, Mr. Nelson of 
Florida, Mr. Whitehouse, Mr. Brown of Ohio, and Mr. Murray) submitted 
an amendment intended to be proposed to amendment SA 3739 proposed by 
Mr. Reid (for Mr. Dodd (for himself and Mrs. Lincoln)) to the bill S. 
3217, 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; which was ordered to lie on the 
table; as follows:

       On page 1006, line 7, strike ``Such inaccuracy'' and all 
     that follows through line 9, and insert the following: ``Such 
     inaccuracy necessitates changes in the way initial credit 
     ratings are assigned.''.
       On page 1042, strike lines 17 through 24, and insert the 
     following:
       (a) Study.--Not later than 1 year after the Credit Rating 
     Agency Board, as established under section 15E(w) of the 
     Securities Exchange Act of 1934, begins to assign nationally 
     recognized statistical rating organizations to provide 
     initial credit ratings, the Comptroller General of the United 
     States shall conduct a study on the effectiveness of the 
     implementation of the changes made to that section by section 
     939D of this Act, including the selection method by which the 
     Credit Rating Agency Board assigns nationally recognized 
     statistical rating organizations to provide initial credit 
     ratings.
       On page 1044, between lines 2 and 3, insert the following:

     SEC. 939D. INITIAL CREDIT RATING ASSIGNMENTS.

       Section 15E of the Securities Exchange Act of 1934 (15 
     U.S.C. 78o-7), as amended by this Act, is amended by adding 
     at the end the following:
       ``(w) Initial Credit Rating Assignments.--
       ``(1) Definitions.--In this subsection the following 
     definitions shall apply:
       ``(A) Board.--The term `Board' means the Credit Rating 
     Agency Board established under paragraph (2).
       ``(B) Qualified nationally recognized statistical rating 
     organization.--The term `qualified nationally recognized 
     statistical rating organization', with respect to a category 
     of structured finance products, means a nationally recognized 
     statistical rating organization that the Commission 
     determines, under paragraph (3)(B), to be qualified to issue 
     credit ratings with respect to such category.
       ``(C) Regulations.--
       ``(i) Category of structured finance products.--

       ``(I) In general.--The term `category of structured finance 
     products'--

       ``(aa) shall include any asset backed security and any 
     structured product based on an asset-backed security; and
       ``(bb) shall be further defined and expanded by the 
     Commission, by rule, as necessary.

       ``(II) Considerations.--In issuing the regulations required 
     subclause (I), the Commission shall consider--

       ``(aa) the types of issuers that issue structured finance 
     products;
       ``(bb) the types of investors who purchase structured 
     finance products;
       ``(cc) the different categories of structured finance 
     products according to--
       ``(AA) the types of capital flow and legal structure used;
       ``(BB) the types of underlying products used; and
       ``(CC) the types of terms used in debt securities;
       ``(dd) the different values of debt securities; and
       ``(ee) the different numbers of units of debt securities 
     that are issued together.
       ``(ii) Reasonable fee.--The Board shall issue regulations 
     to define the term `reasonable fee'.
       ``(2) Credit rating agency board.--
       ``(A) In general.--Not later than 180 days after the date 
     of enactment of the Restoring American Financial Stability 
     Act of 2010, the Commission shall--
       ``(i) establish the Credit Rating Agency Board, which shall 
     be a self-regulatory organization;
       ``(ii) subject to subparagraph (C), select the initial 
     members of the Board; and
       ``(iii) establish a schedule to ensure that the Board 
     begins assigning qualified nationally recognized statistical 
     rating organizations to provide initial ratings not later 
     than 1 year after the selection of the members of the Board.
       ``(B) Schedule.--The schedule established under 
     subparagraph (A)(iii) shall prescribe when--
       ``(i) the Board will conduct a study of the securitization 
     and ratings process and provide recommendations to the 
     Commission;
       ``(ii) the Commission will issue rules and regulations 
     under this section;
       ``(iii) the Board may issue rules under this subsection; 
     and
       ``(iv) the Board will--

[[Page S3110]]

       ``(I) begin accepting applications to select qualified 
     national recognized statistical rating organizations; and
       ``(II) begin assigning qualified national recognized 
     statistical rating organizations to provide initial ratings.

       ``(C) Membership.--
       ``(i) In general.--The Board shall initially be composed of 
     an odd number of members selected from the industry, with the 
     total numerical membership of the Board to be determined by 
     the Commission.
       ``(ii) Specifications.--Of the members initially selected 
     to serve on the Board--

       ``(I) not less than a majority of the members shall be 
     representatives of the investor industry, including both 
     institutional and retail investors who do not represent 
     issuers;
       ``(II) not less than 1 member should be a representative of 
     the issuer industry;
       ``(III) not less than 1 member should be a representative 
     of the credit rating agency industry; and
       ``(IV) not less than 1 member should be an independent 
     member.

       ``(iii) Terms.--Initial members shall be appointed by the 
     Commission for a term of 4 years.
       ``(iv) Nomination and election of members.--

       ``(I) In general.--Prior to the expiration of the terms of 
     office of the initial members, the Commission shall establish 
     fair procedures for the nomination and election of future 
     members of the Board.
       ``(II) Modifications of the board.--Prior to the expiration 
     of the terms of office of the initial members, the 
     Commission--

       ``(aa) may increase the size of the board to a larger odd 
     number and adjust the length of future terms; and
       ``(bb) shall retain the composition of members described in 
     clause (ii).
       ``(v) Responsibilities of members.--Members shall perform, 
     at a minimum, the duties described in this subsection.
       ``(vi) Rulemaking authority.--The Commission shall, if it 
     determines necessary and appropriate, issue further rules and 
     regulations on the composition of the membership of the Board 
     and the responsibilities of the members.
       ``(D) Other authorities of the board.--The Board shall have 
     the authority to levy fees from qualified nationally 
     recognized statistical rating organization applicants, and 
     periodically from qualified nationally recognized statistical 
     rating organizations as necessary to fund expenses of the 
     Board.
       ``(E) Regulation.--The Commission has the authority to 
     regulate the activities of the Board, and issue any further 
     regulations of the Board it deems necessary, not in 
     contravention with the intent of this section.
       ``(3) Board selection of qualified nationally recognized 
     statistical rating organization.--
       ``(A) Application.--
       ``(i) In general.--A nationally recognized statistical 
     rating organization may submit an application to the Board, 
     in such form and manner as the Board may require, to become a 
     qualified nationally recognized statistical rating 
     organization with respect to a category of structured 
     financial products.
       ``(ii) Contents.--An application submitted under clause (i) 
     shall contain--

       ``(I) information regarding the institutional and technical 
     capacity of the nationally recognized statistical rating 
     organization to issue credit ratings;
       ``(II) information on whether the nationally recognized 
     statistical rating organization has been exempted by the 
     Commission from any requirements under any other provision of 
     this section; and
       ``(III) any additional information the Board may require.

       ``(iii) Rejection of applications.--The Board may reject an 
     application submitted under this paragraph if the nationally 
     recognized statistical rating organization has been exempted 
     by the Commission from any requirements under any other 
     provision of this section.
       ``(B) Selection.--The Board shall select qualified national 
     recognized statistical rating organizations with respect to 
     each category of structured finance products from among 
     nationally recognized statistical rating organizations that 
     submit applications under subparagraph (A).
       ``(C) Retention of status and obligations after 
     selection.--An entity selected as a qualified nationally 
     recognized statistical rating organization shall retain its 
     status and obligations under the law as a nationally 
     recognized statistical rating organization, and nothing in 
     this subsection grants authority to the Commission or the 
     Board to exempt qualified nationally recognized statistical 
     rating organizations from obligations or requirements 
     otherwise imposed by Federal law on nationally recognized 
     statistical rating organizations
       ``(4) Requesting an initial credit rating.--An issuer that 
     seeks an initial credit rating for a structured finance 
     product--
       ``(A) may not request an initial credit rating from a 
     nationally recognized statistical rating organization; and
       ``(B) shall submit a request for an initial credit rating 
     to the Board, in such form and manner as the Board may 
     prescribe.
       ``(5) Assignment of rating duties.--
       ``(A) In general.--For each request received by the Board 
     under paragraph (4)(B), the Board shall select a qualified 
     nationally recognized statistical rating organization to 
     provide the initial credit rating to the issuer.
       ``(B) Method of selection.--
       ``(i) In general.--The Board shall--

       ``(I) evaluate a number of selection methods, including a 
     lottery or rotating assignment system, incorporating the 
     factors described in clause (ii), to reduce the conflicts of 
     interest that exist under the issuer-pays model; and
       ``(II) prescribe and publish the selection method to be 
     used under subparagraph (A).

       ``(ii) Consideration.--In evaluating a selection method 
     described in clause (i)(I), the Board shall consider--

       ``(I) the information submitted by the qualified nationally 
     recognized statistical rating organization under paragraph 
     (3)(A)(ii) regarding the institutional and technical capacity 
     of the qualified nationally recognized statistical rating 
     organization to issue credit ratings;
       ``(II) evaluations conducted under paragraph (6);
       ``(III) formal feedback from institutional and retail 
     investors; and
       ``(IV) information from subclauses (I) and (II) to 
     implement a mechanism which increases or decreases 
     assignments based on past performance.

       ``(iii) Prohibition.--The Board, in choosing a selection 
     method, may not use a method that would allow for the 
     solicitation or consideration of the preferred national 
     recognized statistical rating organizations of the issuer.
       ``(iv) Adjustment of process.--The Board shall issue rules 
     describing the process by which it can modify the assignment 
     process described in clause (i).
       ``(C) Right of refusal.--
       ``(i) Refusal.--A qualified nationally recognized 
     statistical rating organization selected under subparagraph 
     (A) may refuse to accept a selection for a particular request 
     by--

       ``(I) notifying the Board of such refusal; and
       ``(II) submitting to the Board a written explanation of the 
     refusal.

       ``(ii) Selection.--Upon receipt of a notification under 
     clause (i), the Board shall make an additional selection 
     under subparagraph (A).
       ``(iii) Inspection reports.--The Board shall annually 
     submit any explanations of refusals received under clause 
     (i)(II) to the Commission, and such explanatory submissions 
     shall be published in the annual inspection reports required 
     under subsection (p)(3)(C).
       ``(6) Evaluation of performance.--
       ``(A) In general.--The Board shall prescribe rules by which 
     the Board will evaluate the performance of each qualified 
     nationally recognized statistical rating organization, 
     including rules that require, at a minimum, an annual 
     evaluation of each qualified nationally recognized 
     statistical rating organization.
       ``(B) Considerations.--The Board, in conducting an 
     evaluation under subparagraph (A), shall consider--
       ``(i) the results of the annual examination conducted under 
     subsection (p)(3);
       ``(ii) surveillance of credit ratings conducted by the 
     qualified nationally recognized statistical rating 
     organization after the credit ratings are issued, including--

       ``(I) how the rated instruments perform;
       ``(II) the accuracy of the ratings provided by the 
     qualified nationally recognized statistical rating 
     organization as compared to the other nationally recognized 
     statistical rating organizations; and
       ``(III) the effectiveness of the methodologies used by the 
     qualified nationally recognized statistical rating 
     organization; and

       ``(iii) any additional factors the Board determines to be 
     relevant.
       ``(C) Request for reevaluation.--Subject to rules 
     prescribed by the Board, and not less frequently than once a 
     year, a qualified nationally recognized statistical rating 
     organization may request that the Board conduct an evaluation 
     under this paragraph.
       ``(D) Disclosure.--The Board shall make the evaluations 
     conducted under this paragraph available to Congress.
       ``(7) Rating fees charged to issuers.--
       ``(A) Limited to reasonable fees.--A qualified nationally 
     recognized statistical rating organization shall charge an 
     issuer a reasonable fee, as determined by the Commission, for 
     an initial credit rating provided under this section.
       ``(B) Fees.--Fees may be determined by the qualified 
     national recognized statistical rating organizations unless 
     the Board determines it is necessary to issue rules on fees.
       ``(8) No prohibition on additional ratings.--Nothing in 
     this section shall prohibit an issuer from requesting or 
     receiving additional credit ratings with respect to a debt 
     security, if the initial credit rating is provided in 
     accordance with this section.
       ``(9) No prohibition on independent ratings offered by 
     nationally recognized statistical rating organizations.--
       ``(A) In general.--Nothing in this section shall prohibit a 
     nationally recognized statistical rating organization from 
     independently providing a credit rating with respect to a 
     debt security, if--
       ``(i) the nationally recognized statistical rating 
     organization does not enter into a contract with the issuer 
     of the debt security to provide the initial credit rating; 
     and
       ``(ii) the nationally recognized statistical rating 
     organization is not paid by the issuer of the debt security 
     to provide the initial credit rating.
       ``(B) Rule of construction.--For purposes of this section, 
     a credit rating described in

[[Page S3111]]

     subparagraph (A) may not be construed to be an initial credit 
     rating.
       ``(10) Public communications.--Any communications made with 
     the public by an issuer with respect to the credit rating of 
     a debt security shall clearly specify whether the credit 
     rating was made by--
       ``(A) a qualified nationally recognized statistical rating 
     organization selected under paragraph (5)(A) to provide the 
     initial credit rating for such debt security; or
       ``(B) a nationally recognized statistical rating 
     organization not selected under paragraph (5)(A).
       ``(11) Prohibition on misrepresentation.--With respect to a 
     debt security, it shall be unlawful for any person to 
     misrepresent any subsequent credit rating provided for such 
     debt security as an initial credit rating provided for such 
     debt security by a qualified nationally recognized 
     statistical rating organization selected under paragraph 
     (5)(A).
       ``(12) Initial credit rating revision after material change 
     in circumstance.--If the Board determines that it is 
     necessary or appropriate in the public interest or for the 
     protection of investors, the Board may issue regulations 
     requiring that an issuer that has received an initial credit 
     rating under this subsection request a revised initial credit 
     rating, using the same method as provided under paragraph 
     (4), each time the issuer experiences a material change in 
     circumstances, as defined by the Board.
       ``(13) Conflicts.--
       ``(A) Members or employees of the board.--
       ``(i) Loan of money or securities prohibited.--

       ``(I) In general.--A member or employee of the Board shall 
     not accept any loan of money or securities, or anything above 
     nominal value, from any nationally recognized statistical 
     rating organization, issuer, or investor.
       ``(II) Exception.--The prohibition in subclause (I) does 
     not apply to a loan made in the context of disclosed, routine 
     banking and brokerage agreements, or a loan that is clearly 
     motivated by a personal or family relationship.

       ``(ii) Employment negotiations prohibition.--A member or 
     employee of the Board shall not engage in employment 
     negotiations with any nationally recognized statistical 
     rating organization, issuer, or investor, unless the member 
     or employee--

       ``(I) discloses the negotiations immediately upon 
     initiation of the negotiations; and
       ``(II) recuses himself from all proceedings concerning the 
     entity involved in the negotiations until termination of 
     negotiations or until termination of his employment by the 
     Board, if an offer of employment is accepted.

       ``(B) Credit analysts.--
       ``(i) In general.--A credit analyst of a qualified 
     nationally recognized statistical rating organization shall 
     not accept any loan of money or securities, or anything above 
     nominal value, from any issuer or investor.
       ``(ii) Exception.--The prohibition described in clause (i) 
     does not apply to a loan made in the context of disclosed, 
     routine banking and brokerage agreements, or a loan that is 
     clearly motivated by a personal or family relationship.
       ``(14) Evaluation of credit rating agency board.--Not later 
     than 5 years after the date that the Board begins assigning 
     qualified nationally recognized statistical rating 
     organizations to provide initial ratings, the Commission 
     shall submit to Congress a report that provides 
     recommendations of--
       ``(A) the continuation of the Board;
       ``(B) any modification to the procedures of the Board; and
       ``(C) modifications to the provisions in this 
     subsection.''.
                                 ______
                                 
  SA 3809. Mr. INOUYE (for himself, Mr. Cochran, Mr. Durbin, Ms. 
Collins, Mr. Byrd, Mr. Harkin, and Mr. Voinovich) submitted an 
amendment intended to be proposed to amendment SA 3739 proposed by Mr. 
Reid (for Mr. Dodd (for himself and Mrs. Lincoln)) to the bill S. 3217, 
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; which was ordered to lie on the table; as follows:

       On page 1171, strike line 6 and all that follows through 
     page 1187, line 9.
                                 ______
                                 
  SA 3810. Mr. DORGAN (for himself and Mr. Grassley), submitted an 
amendment intended to be proposed to amendment SA 3739 proposed by Mr. 
Reid (for Mr. Dodd (for himself and Mrs. Lincoln)) to the bill S. 3217, 
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; which was ordered to lie on the table; as follows:

       On page 1533, line 5, strike ``Section'' and insert the 
     following:
       ``(a) In General.--The Board of Governors shall disclose to 
     Congress and to the public, with respect to any emergency 
     financial assistance provided during the 5-year period 
     preceding the date of enactment of this Act under the 
     authority of the Board of Governors in the third undesignated 
     paragraph of section 13 of the Federal Reserve Act (12 U.S.C. 
     343)--
       ``(1) the name of each financial company that received such 
     assistance;
       ``(2) the value or amount and description of the emergency 
     assistance provided, including loans to investment banks from 
     the Federal Reserve discount lending program or special 
     purpose entities;
       ``(3) the date on which the financial assistance was 
     provided;
       ``(4) the terms and conditions for the emergency 
     assistance; and
       ``(5) a full description of any collateral required by the 
     Board of Governors and secured from the recipients of such 
     emergency assistance.
       ``(b) Public Disclosure.--Section''.
                                 ______
                                 
  SA 3811. Mr. DORGAN (for himself, Mr. Feingold, and Mr. Kaufman) 
submitted an amendment intended to be proposed by him to the bill S. 
3217, 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; which was ordered to lie on the 
table; as follows:

       On page 29, line 14, strike ``and'' and all that follows 
     through ``annually report'' on line 15 and insert the 
     following:
       ``(M) identify all financial institutions that have 
     domestic or international (or both) operations or activities 
     of a significant size, scope, nature, scale, concentration, 
     volume, frequency of transactions, or in any other manner or 
     method, resulting or arising from stand alone operations or 
     activities individually, or as a mix or combination of such 
     international operations or activities that may pose a grave 
     threat to the financial stability of the United States; and
       ``(N) annually report''.
       On page 33, strike line 3 and all that follows through page 
     61, line 12 and insert the following:

     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 50 percent or more of the members then 
     serving, shall determine that a U.S. nonbank financial 
     company shall be supervised by the Board of Governors and 
     shall be subject to this Act, if the Council determines that 
     material financial distress at the U.S. nonbank financial 
     company would pose a threat to the financial stability of the 
     United States or such company has significant international 
     operations or activities.
       (2) Considerations.--Each determination under paragraph (1) 
     shall be based on a consideration by the Council of--
       (A) the degree of leverage of the company;
       (B) the amount and nature of the financial assets of the 
     company;
       (C) the amount and types of the liabilities of the company, 
     including the degree of reliance on short-term funding;
       (D) the extent and types of the off-balance-sheet exposures 
     of the company;
       (E) the extent and types of the transactions and 
     relationships of the company with other significant nonbank 
     financial companies and significant bank holding companies;
       (F) 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;
       (G) the recommendation, if any, of a member of the Council;
       (H) the operation of, or ownership interest in, any 
     clearing, settlement, or payment business of the company;
       (I) the extent to which--
       (i) assets are managed rather than owned by the company; 
     and
       (ii) ownership of assets under management is diffuse; and
       (J) any other 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 50 percent of the members then serving, 
     shall determine that a foreign nonbank financial company that 
     has substantial assets or operations in the United States 
     shall be supervised by the Board of Governors and shall be 
     subject to this Act, if the Council determines that material 
     financial distress at the foreign nonbank financial company 
     would pose a threat to the financial stability of the United 
     States, or such company has significant international 
     operations or activities.
       (2) Considerations.--Each determination under paragraph (1) 
     shall be based on a consideration by the Council of--
       (A) the degree of leverage of the company;
       (B) the amount and nature of the United States financial 
     assets of the company;
       (C) the amount and types of the liabilities of the company 
     used to fund activities and

[[Page S3112]]

     operations in the United States, including the degree of 
     reliance on short-term funding;
       (D) the extent of the United States-related off-balance-
     sheet exposure of the company;
       (E) the extent and type of the transactions and 
     relationships of the company with other significant nonbank 
     financial companies and bank holding companies;
       (F) 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;
       (G) the recommendation, if any, of a member of the Council;
       (H) the extent to which--
       (i) assets are managed rather than owned by the company; 
     and
       (ii) ownership of assets under management is diffuse; and
       (I) any other factors that the Council deems appropriate.
       (c) Reevaluation and Rescission.--The Council shall--
       (1) not less frequently than annually, reevaluate each 
     determination made under subsections (a) and (b) with respect 
     to each 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 members then serving, 
     including an affirmative vote by the Chairperson, determines 
     that the nonbank financial company no longer meets the 
     standards under subsection (a) or (b), as applicable.
       (d) Notice and Opportunity for Hearing and Final 
     Determination.--
       (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 such 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 
     paragraph (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 company 
     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).
       (e) Emergency Exception.--
       (1) In general.--The Council may waive or modify the 
     requirements of subsection (d) with respect to a nonbank 
     financial company, if the Council determines, by a vote of 
     not fewer than \2/3\ of the members then serving, including 
     an affirmative vote by the Chairperson, that such waiver or 
     modification is necessary or appropriate to prevent or 
     mitigate 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 paragraph to the nonbank financial 
     company concerned as soon as practicable, but not later than 
     24 hours after the waiver or modification is granted.
       (3) Opportunity for hearing.--The Council shall allow a 
     nonbank financial company to request, in writing, an 
     opportunity for a written or oral hearing before the Council 
     to contest a waiver or modification under this paragraph, 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).
       (4) Notice of final determination.--Not later than 30 days 
     after the date of any hearing under paragraph (3), the 
     Council shall notify the subject nonbank financial company of 
     the final determination of the Council under this paragraph, 
     which shall contain a statement of the basis for the decision 
     of the Council.
       (f) Consultation.--The Council shall consult with the 
     primary financial regulatory agency, if any, for each nonbank 
     financial company 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).
       (g) Judicial Review.--If the Council makes a final 
     determination 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 subsection (d)(3) or (e)(4), 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 determination to be rescinded. Review of such an action 
     shall be limited to whether the final determination made 
     under this section was arbitrary and capricious.

     SEC. 114. REGISTRATION OF NONBANK FINANCIAL COMPANIES 
                   SUPERVISED 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 or failure of large, 
     interconnected financial institutions, the Council may make 
     recommendations to the Board of Governors concerning the 
     establishment and refinement of prudential standards and 
     reporting and disclosure requirements applicable to nonbank 
     financial companies supervised by the Board of Governors 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) Limitation on bank holding companies.--Any standards 
     recommended under subsections (b) through (f) shall not apply 
     to any bank holding company with total consolidated assets of 
     less than $50,000,000,000. The Council may recommend an asset 
     threshold greater than $50,000,000,000 for the applicability 
     of any particular standard under those subsections.
       (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 
     requirements;
       (E) concentration limits;
       (F) a contingent capital requirement;
       (G) enhanced public disclosures; and
       (H) overall risk management requirements.
       (2) Prudential standards for foreign financial companies.--
     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 give 
     due regard to the principle of national treatment and 
     competitive equity.
       (3) Considerations.--In making recommendations concerning 
     prudential standards under paragraph (1), the Council shall--
       (A) take into account differences among nonbank financial 
     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 depository 
     institution;
       (iii) nonfinancial activities and affiliations of the 
     company; and
       (iv) any other factors that the Council determines 
     appropriate; and
       (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).
       (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 requirement 
     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 
     convertible debt that should be required;
       (C) an analysis of potential prudential standards that 
     should be used to determine whether the contingent capital of 
     a company

[[Page S3113]]

     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;
       (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 long-term 
     hybrid debt that is convertible to equity in times of 
     financial stress.
       (B) Factors to consider.--In making recommendations 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 Governors or a 
     bank holding company described in subsection (a), and 
     subsidiaries thereof;
       (iv) results of the study required by paragraph (1); and
       (v) any other factor that the Council deems appropriate.
       (d) Resolution Plan and Credit Exposure Reports.--
       (1) Resolution plan.--The Council may make recommendations 
     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 material 
     financial distress or failure.
       (2) Credit exposure report.--The Council may make 
     recommendations to the Board of Governors concerning the 
     advisability 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 significant 
     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 
     financial 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.
       (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 
     subsection (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.

     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, 
     operating, 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 subsection 
     (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;
       (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 
     confidentiality 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 any entity 
     or a successor entity that--
       (1) was a bank holding company having total consolidated 
     assets equal to or greater than $50,000,000,000 as of January 
     1, 2010; and
       (2) received financial assistance under or participated in 
     the Capital Purchase Program established under the Troubled 
     Asset Relief Program authorized by the Emergency Economic 
     Stabilization Act of 2008.
       (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 
     materials (or, at the sole discretion of the Council, oral 
     testimony and oral argument).
       (2) Decision.--
       (A) Proposed decision.--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 Services of the House of 
     Representatives on the proposed decision 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 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 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 Dispute Resolution.--The Council shall 
     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 
     Federal law);
       (2) the Council determines that the disputing agencies 
     cannot, after a demonstrated good faith effort, resolve the 
     dispute 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 resolve the dispute.
       (b) Council Decision.--The Council shall 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 and Binding Effect.--A Council decision under this 
     section shall--

[[Page S3114]]

       (1) be in writing;
       (2) include an explanation of the reasons therefor; and
       (3) be binding on all 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 issue recommendations to 
     the primary financial regulatory agencies to apply new or 
     heightened 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 conduct 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 or the 
     financial markets of the United States.
       (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 
     safeguards 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 requirements 
     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. 
     Compliance 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 
     regulatory 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), recommendations for legislation that would prevent such 
     activities 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 determine whether 
     standards that it has imposed under this section should 
     remain in effect.
       (B) Appeal process.--Each primary financial regulatory 
     agency that has imposed standards under this section 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 for Companies Without Significant 
     International Operations.--
       (1) In general.--If the Council determines that a bank 
     holding company with total consolidated assets of 
     $50,000,000,000 or more, or a nonbank financial company 
     supervised by the Board of Governors, that does not have 
     significant international operations or activities, may pose 
     a grave threat to the financial stability of the United 
     States, the Council, upon an affirmative vote of 50 percent 
     or more of the Council members then serving, shall require 
     the subject company to take one or more of the actions 
     described in paragraph (2), until such company does not pose 
     a grave threat to the financial stability of the United 
     States.
       (2) Actions.--The Council may require an entity described 
     in paragraph (1)--
       (A) to terminate one or more activities;
       (B) to impose conditions on the manner in which the company 
     conducts one or more activities;
       (C) to divest, sell or otherwise transfer assets, 
     operations or off balance sheet items or activities to 
     unaffiliated entities; or
       (D) take any combination of the actions described in 
     subparagraphs (A) through (C).
       (b) Mitigatory Actions for Companies With Significant 
     International Operations.--
       (1) In general.--If the Council determines that a bank 
     holding company with total consolidated assets of 
     $50,000,000,000 or more, or a nonbank financial company 
     supervised by the Board of Governors, has significant 
     international operations or activities of a size, scope, 
     nature, scale, concentration, volume, frequency of 
     transactions, or in any other manner or method, and would 
     pose a grave threat to the financial stability of the United 
     States, and would, therefore, require international or cross-
     border resolution in the event of failure, the Council, upon 
     an affirmative vote of 50 percent or more of the Council 
     members then serving, shall require the subject company to 
     take one or more of the actions described in subparagraph 
     (B), until such company's international operations or 
     activities no longer pose such a threat.
       (2) Actions.--The Council may require an entity described 
     in paragraph (1)--
       (A) to terminate one or more activities;
       (B) to impose conditions on the manner in which the company 
     conducts one or more activities;
       (C) to divest, sell or otherwise transfer assets, 
     operations or off balance sheet items or activities to 
     unaffiliated entities; or
       (D) to take any combination of the actions described in 
     subparagraphs (A) through (C).
       (3) International resolution mechanism.--Because only a 
     binding comprehensive international resolution mechanism will 
     mitigate the grave threat such a subject company poses to the 
     United States, this requirement shall remain in effect until 
     the Council, upon an affirmative vote of not fewer than \2/3\ 
     of the Council members then serving, votes that there is a 
     binding, effective, and comprehensive international 
     resolution mechanism. At such time, all such companies shall 
     be transitioned to regulation under paragraph (1).
       (4) International cooperation.--The Council shall work 
     promptly and urgently with all appropriate countries and 
     international authorities to establish a binding, effective, 
     and comprehensive international resolution mechanism, and 
     shall report to Congress not less than once every 6 months on 
     all activities taken in connection with such effort, 
     including actions taken or not taken by other countries and 
     international organizations. The Council shall designate a 
     Vice Chairperson with the sole responsibility for working 
     with international authorities to establish such a resolution 
     mechanism.
       (c) The Council shall determine the appropriate time 
     periods for any actions pursuant to this subsection, but any 
     such time periods shall be as soon as prudently possible, and 
     in no event later than 2 years after such action is ordered.
       (d) Notice and Hearing.--
       (1) In general.--The Council, in consultation with the 
     Board of Governors, shall provide to a company described in 
     subsection (a) or (b) written notice that such company is 
     being considered 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 Council to contest the proposed mitigatory 
     action. 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 discretion of the Council, in consultation with 
     the Board of Governors, 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 Council shall notify the company of the final 
     decision of the Council, including the results of the vote of 
     the Council, as described in subsection (a) or (b).
       (e) Factors for Consideration.--The Council and the Board 
     of Governors shall take into consideration the factors set 
     forth in subsection (a) or (b) of section 113, as applicable, 
     in a determination described in subsection (a) and (b), and 
     in a decision described in subsection (d).
       (f) Application to Foreign Financial Companies.--The 
     Council may prescribe regulations regarding the application 
     of this section to foreign nonbank financial companies 
     supervised by the Board of Governors and foreign-based bank 
     holding companies, giving due regard to the principle of 
     national treatment and competitive equity.

[[Page S3115]]

                                 ______
                                 
  SA 3812. Mr. HARKIN (for himself, Mr. Schumer, and Mr. Sanders) 
submitted an amendment intended to be proposed to amendment SA 3739 
proposed by Mr. Reid (for Mr. Dodd (for himself and Mrs. Lincoln)) to 
the bill S. 3217, 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; which was ordered to lie on the 
table; as follows:

       At the end of subtitle G of title X, add the following:

     SEC. 1077. FAIR ATM FEES.

       (a) Amendment to the Electronic Fund Transfer Act.--Section 
     904(d)(3) of the Electronic Fund Transfer Act (15 U.S.C. 
     1693b(d)(3)) is amended--
       (1) in subparagraph (A), by striking the subparagraph 
     heading and inserting the following:
       ``(A) Fee disclosure.--'' ;
       (2) by redesignating subparagraph (D) as subparagraph (E); 
     and
       (3) by inserting after subparagraph (C) the following:
       ``(D) Regulation of fees.--The regulations prescribed under 
     paragraph (1) shall require any fee charged by an automated 
     teller machine operator for a transaction conducted at that 
     automated teller machine to bear a reasonable relation to the 
     cost of processing the transaction, and in no case shall any 
     such fee exceed $0.50.''.
       (b) Effective Date.--The amendments made by this section 
     shall become effective not later than 6 months after the date 
     of enactment of this Act.
       (c) Rulemaking.--The Bureau shall issue such rules as may 
     be necessary to carry out this section, not later than 6 
     months after the date of enactment of this Act.
                                 ______
                                 
  SA 3813. Ms. KLOBUCHAR (for herself and Mr. Bennet), submitted an 
amendment intended to be proposed to amendment SA 3739 proposed by Mr. 
Reid (for Mr. Dodd (for himself and Mrs. Lincoln)) to the bill S. 3217, 
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; which was ordered to lie on the table; as follows:

       On page 1440, after line 21, insert the following:
       (c) Requirements on Mortgage Originators.--Section 129 of 
     the Truth in Lending Act (15 U.S.C. 1639) is amended--
       (1) by striking subsection (j) and inserting the following:
       ``(j) Consequence of Failure to Comply.--Any mortgage made 
     in violation of a provision of this section shall be deemed a 
     failure to deliver the material disclosures required under 
     this title, for the purpose of section 125.''; and
       (2) by adding at the end the following:
       ``(n) Requirements for Mortgage Originators.--
       ``(1) Ability to pay.--
       ``(A) In general.--No creditor or mortgage broker may make, 
     provide, or arrange for any consumer credit transaction 
     secured by the principal dwelling of a consumer without first 
     verifying the reasonable ability of the consumer to pay the 
     scheduled payments of, as applicable--
       ``(i) principal;
       ``(ii) interest;
       ``(iii) real estate taxes; and
       ``(iv) homeowner insurance, assessments, and mortgage 
     insurance premiums.
       ``(B) Variable interest rate.--In the case of any consumer 
     credit transaction secured by the principal dwelling of a 
     consumer for which the applicable annual percentage rate may 
     vary over the life of the credit, the reasonable ability to 
     pay shall be determined, for purposes of this paragraph, on 
     the basis of a fully indexed rate plus 200 basis points and a 
     repayment schedule which achieves full amortization over the 
     life of the extension of credit.
       ``(C) Verification of consumer income and financial 
     resources.--
       ``(i) In general.--In the case of any consumer credit 
     transaction secured by the principal dwelling of a consumer, 
     the income and financial resources of the consumer shall be 
     verified for purposes of this paragraph by tax returns, 
     payroll receipts, bank records, or other similarly reliable 
     documents.
       ``(ii) Consumer statement insufficient.--A statement by a 
     consumer of income or financial resources shall not be 
     sufficient to establish the existence of any income or 
     financial resources when verifying the reasonable ability of 
     the consumer to repay any consumer credit transaction secured 
     by the principal dwelling of the consumer for purposes of 
     this paragraph.
       ``(D) Other criteria.--A creditor or mortgage broker may 
     rely on additional criteria other than income and financial 
     resources to establish the reasonable ability of a consumer 
     to repay any consumer credit transaction secured by the 
     principal dwelling of the consumer, to the extent such other 
     criteria are also verified through reasonably reliable 
     methods and documentation.
       ``(E) Equity in dwelling not to be taken into account.--The 
     consumer's equity in the principal dwelling that secures or 
     would secure the consumer credit transaction may not be used 
     to establish the ability to make the payments described in 
     subparagraph (A) with respect to such transaction.
       ``(2) Prohibition on steering.--
       ``(A) In general.--In connection with a credit transaction 
     secured by the principal dwelling, a mortgage broker or 
     creditor may not--
       ``(i) steer, counsel, or direct a consumer to rates, 
     charges, principal amount, or prepayment terms that are more 
     expensive for that which the consumer qualifies; or
       ``(ii) make, provide, or arrange for any consumer credit 
     transaction secured by the principal dwelling of a consumer 
     that is more expensive than that for which the consumer 
     qualifies.
       ``(B) Duties to consumers.--If unable to suggest, offer, or 
     recommend to a consumer a home loan that is not more 
     expensive than that for which the consumer qualifies, a 
     mortgage originator shall--
       ``(i) based on the information reasonably available and 
     using the skill, care, and diligence reasonably expected for 
     a mortgage originator, originate or otherwise facilitate a 
     suitable home mortgage loan by another creditor to a 
     consumer, if permitted by and in accordance with all 
     otherwise applicable law; or
       ``(ii) disclose to the consumer--

       ``(I) that the creditor does not offer a home mortgage loan 
     that is not more expensive than a loan for which the consumer 
     qualifies, but that other creditors may offer such a loan; 
     and
       ``(II) the reasons that the products and services offered 
     by the mortgage originator are not available to or reasonably 
     advantageous for the consumer.

       ``(C) Prohibited conduct.--In connection with a credit 
     transaction secured by the principal dwelling, a mortgage 
     originator may not--
       ``(i) mischaracterize the credit history of a consumer or 
     the home loans available to a consumer;
       ``(ii) mischaracterize or suborn the mischaracterization of 
     the appraised value of the property securing the extension of 
     credit; and
       ``(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, discourage a consumer from 
     seeking a home mortgage loan from another creditor or with 
     another mortgage originator.''.
                                 ______
                                 
  SA 3814. Mr. GRASSLEY submitted an amendment intended to be proposed 
to amendment SA 3739 proposed by Mr. Reid (for Mr. Dodd (for himself 
and Mrs. Lincoln)) to the bill S. 3217, 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; 
which was ordered to lie on the table; as follows:

       Strike 989B, insert the following:

     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 Federal 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;

[[Page S3116]]

       (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 reporting period, including a list of any 
     outstanding recommendations 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 
                   FEDERAL 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 
     paragraph (2); and
       (2) by striking ``(e)'' and inserting the following:
       ``(e)(1) Each Inspector General of a designated Federal 
     entity may at any time be removed, but only for cause. 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.''.

                          ____________________