[Congressional Record (Bound Edition), Volume 158 (2012), Part 3]
[Senate]
[Pages 3530-3548]
[From the U.S. Government Publishing Office, www.gpo.gov]




                           TEXT OF AMENDMENTS

  SA 1832. Mrs. HAGAN (for herself and Mr. Corker) submitted an 
amendment intended to be proposed by her to the bill H.R. 3606, to 
increase American job creation and economic growth by improving access 
to the public capital markets for emerging growth companies; which was 
ordered to lie on the table; as follows:

       At the end, add the following:

                       TITLE VIII--COVERED BONDS

     SEC. 801. SHORT TITLE.

       This title may be cited as the ``United States Covered Bond 
     Act''.

     SEC. 802. DEFINITIONS.

       For purposes of this title, the following definitions shall 
     apply:
       (1) Ancillary asset.--The term ``ancillary asset'' means--
       (A) any interest rate or currency swap associated with 1 or 
     more eligible assets, substitute assets, or other assets in a 
     cover pool;
       (B) any credit enhancement or liquidity arrangement 
     associated with 1 or more eligible assets, substitute assets, 
     or other assets in a cover pool;
       (C) any guarantee, letter-of-credit right, or other 
     secondary obligation that supports any payment or performance 
     of 1 or more eligible assets, substitute assets, or other 
     assets in a cover pool; and
       (D) any proceeds of, or other property incident to, 1 or 
     more eligible assets, substitute assets, or other assets in a 
     cover pool.
       (2) Corporation.--The term ``Corporation'' means the 
     Federal Deposit Insurance Corporation.
       (3) Cover pool.--The term ``cover pool'' means a dynamic 
     pool of assets that is comprised of--
       (A) in the case of any eligible issuer described in 
     subparagraph (A), (B), (C), (D), or (E) of paragraph (9)--
       (i) 1 or more eligible assets from a single eligible asset 
     class; and
       (ii) 1 or more substitute assets or ancillary assets; and
       (B) in the case of any eligible issuer described in 
     paragraph (9)(F)--
       (i) the covered bonds issued by each sponsoring eligible 
     issuer; and
       (ii) 1 or more substitute assets or ancillary assets.
       (4) Covered bond.--The term ``covered bond'' means any 
     recourse debt obligation of an eligible issuer that--
       (A) has an original term to maturity of not less than 1 
     year;
       (B) is secured by a perfected security interest in or other 
     perfected lien on a cover pool that is owned directly or 
     indirectly by the issuer of the obligation;
       (C) is issued under a covered bond program that has been 
     approved by the applicable covered bond regulator;
       (D) is identified in a register of covered bonds that is 
     maintained by the Secretary; and
       (E) is not a deposit (as defined in section 3(l) of the 
     Federal Deposit Insurance Act (12 U.S.C. 1813(l))).
       (5) Covered bond program.--The term ``covered bond 
     program'' means any program of an eligible issuer under 
     which, on the security of a single cover pool, 1 or more 
     series of covered bonds may be issued.
       (6) Covered bond regulator.--The term ``covered bond 
     regulator'' means--
       (A) for any eligible issuer that is subject to the 
     jurisdiction of an appropriate Federal banking agency (as 
     defined in section 3(q) of the Federal Deposit Insurance Act 
     (12 U.S.C. 1813(q))), the appropriate Federal banking agency;
       (B) for any eligible issuer that is described in paragraph 
     (9)(F), that is not subject to the jurisdiction of an 
     appropriate Federal banking agency, and that is sponsored by 
     only 1 eligible issuer, the covered bond regulator for the 
     sponsor;
       (C) for any eligible issuer that is described in paragraph 
     (9)(F), that is not subject to the jurisdiction of an 
     appropriate Federal banking agency, and that is sponsored by 
     more than 1 eligible issuer, the covered bond regulator for 
     the sponsor whose covered bonds constitute the largest share 
     of the cover pool of the issuer; and
       (D) for any other eligible issuer that is not subject to 
     the jurisdiction of an appropriate Federal banking agency, 
     the Board of Governors of the Federal Reserve System.
       (7) Eligible asset.--The term ``eligible asset'' means--
       (A) in the case of the residential mortgage asset class--
       (i) any first-lien mortgage loan that is secured by 1-to-4 
     family residential property;
       (ii) any mortgage loan that is insured under the National 
     Housing Act (12 U.S.C. 1701 et seq.); and
       (iii) any loan that is guaranteed, insured, or made under 
     chapter 37 of title 38, United States Code;
       (B) in the case of the commercial mortgage asset class, any 
     commercial mortgage loan (including any multifamily mortgage 
     loan);
       (C) in the case of the public sector asset class--
       (i) any security issued by a State, municipality, or other 
     governmental authority;
       (ii) any loan made to a State, municipality, or other 
     governmental authority; and
       (iii) any loan, security, or other obligation that is 
     insured or guaranteed, in full or substantially in full, by 
     the full faith and credit of the United States Government 
     (whether or not such loan, security, or other obligation is 
     also part of another eligible asset class);
       (D) in the case of the auto asset class, any auto loan or 
     lease;
       (E) in the case of the student loan asset class, any 
     student loan (whether guaranteed or nonguaranteed);
       (F) in the case of the credit or charge card asset class, 
     any extension of credit to a person under an open-end credit 
     plan;
       (G) in the case of the small business asset class, any loan 
     that is made or guaranteed under a program of the Small 
     Business Administration; and
       (H) in the case of any other eligible asset class, any 
     asset designated by the Secretary, by rule and in 
     consultation with the covered bond regulators, as an eligible 
     asset for purposes of such class.
       (8) Eligible asset class.--The term ``eligible asset 
     class'' means--
       (A) a residential mortgage asset class;
       (B) a commercial mortgage asset class;
       (C) a public sector asset class;
       (D) an auto asset class;
       (E) a student loan asset class;
       (F) a credit or charge card asset class;
       (G) a small business asset class; and
       (H) any other eligible asset class designated by the 
     Secretary, by rule and in consultation with the covered bond 
     regulators.
       (9) Eligible issuer.--The term ``eligible issuer'' means--
       (A) any insured depository institution and any subsidiary 
     of such institution;
       (B) any bank holding company, any savings and loan holding 
     company, and any subsidiary of any of such companies;
       (C) any broker or dealer that is registered under section 
     15 of the Securities Exchange Act of 1934 (15 U.S.C. 78o) and 
     is a member of the Securities Investor Protection 
     Corporation, and any subsidiary of such broker or dealer;
       (D) any insurer that is supervised by a State insurance 
     regulator, and any subsidiary of such insurer;
       (E) any nonbank financial company (as defined in section 
     102(a)(4) of the Dodd-Frank Wall Street Reform and Consumer 
     Protection Act (12 U.S.C. 5311(a)(4))) that is supervised by 
     the Board of Governors of the Federal Reserve System under 
     section 113 of the Dodd-Frank Wall Street Reform and Consumer 
     Protection Act (12 U.S.C. 5323), including any intermediate 
     holding company supervised as a nonbank financial company, 
     and any subsidiary of such a nonbank financial company; and
       (F) any issuer that is sponsored by 1 or more eligible 
     issuers for the sole purpose of issuing covered bonds on a 
     pooled basis.
       (10) Oversight program.--The term ``oversight program'' 
     means the covered bond regulatory oversight program 
     established under section 803(a).
       (11) Secretary.--The term ``Secretary'' means the Secretary 
     of the Treasury.
       (12) Substitute asset.--The term ``substitute asset'' 
     means--
       (A) cash;
       (B) any direct obligation of the United States Government, 
     and any security or other obligation whose full principal and 
     interest are insured or guaranteed by the full faith and 
     credit of the United States Government;
       (C) any direct obligation of a United States Government 
     corporation or Government-sponsored enterprise of the highest 
     credit quality, and any other security or other obligation of 
     the highest credit quality whose full principal and interest 
     are insured or guaranteed by such corporation or enterprise, 
     except that the outstanding principal amount of these 
     obligations in any cover pool may not exceed an amount equal 
     to 20 percent of the outstanding principal amount of all 
     assets in the cover pool without the approval of the 
     applicable covered bond regulator;
       (D) any other substitute asset designated by the Secretary, 
     by rule and in consultation with the covered bond regulators; 
     and
       (E) any deposit account or securities account into which 
     only an asset described in subparagraph (A), (B), (C), or (D) 
     may be deposited or credited.

     SEC. 803. REGULATORY OVERSIGHT OF COVERED BOND PROGRAMS 
                   ESTABLISHED.

       (a) Establishment.--
       (1) In general.--Not later than 180 days after the date of 
     enactment of this Act, the Secretary shall, by rule and in 
     consultation with the covered bond regulators, establish a 
     covered bond regulatory oversight program that provides for--
       (A) covered bond programs to be evaluated according to 
     reasonable and objective standards in order to be approved 
     under paragraph (2), including any additional eligibility 
     standards for eligible assets and any other criteria 
     determined appropriate by the Secretary to further the 
     purposes of this title;
       (B) covered bond programs to be maintained in a manner that 
     is consistent with this title and safe and sound asset-
     liability management and other financial practices; and
       (C) any estate created under section 804 to be administered 
     in a manner that is consistent with maximizing the value and 
     the

[[Page 3531]]

     proceeds of the related cover pool in a resolution under this 
     title.
       (2) Approval of each covered bond program.--
       (A) In general.--A covered bond shall be subject to this 
     title only if the covered bond is issued by an eligible 
     issuer under a covered bond program that is approved by the 
     applicable covered bond regulator.
       (B) Approval process.--Each covered bond regulator shall 
     apply the standards established by the Secretary under the 
     oversight program to evaluate a covered bond program that has 
     been submitted by an eligible issuer for approval. Each 
     covered bond regulator also shall take into account relevant 
     supervisory factors, including safety and soundness 
     considerations, in evaluating a covered bond program that has 
     been submitted for approval. Each covered bond regulator, 
     promptly after approving a covered bond program, shall 
     provide the Secretary with the name of the covered bond 
     program, the name of the eligible issuer, and all other 
     information reasonably requested by the Secretary in order to 
     update the registry under paragraph (3)(A). Each eligible 
     issuer, promptly after issuing a covered bond under an 
     approved covered bond program, shall provide the Secretary 
     with all information reasonably requested by the Secretary in 
     order to update the registry under paragraph (3)(B).
       (C) Existing covered bond programs.--A covered bond 
     regulator may approve a covered bond program that is in 
     existence on the date of enactment of this Act. Upon such 
     approval, each covered bond under the covered bond program 
     shall be subject to this title, regardless of when the 
     covered bond was issued.
       (D) Multiple covered bond programs permitted.--An eligible 
     issuer may have more than 1 covered bond program.
       (E) Cease and desist authority.--The applicable covered 
     bond regulator may direct an eligible issuer to cease issuing 
     covered bonds under an approved covered bond program if the 
     covered bond program is not maintained in a manner that is 
     consistent with this title and the oversight program and if, 
     after notice that is reasonable under the circumstances, the 
     issuer does not remedy all deficiencies identified by the 
     applicable covered bond regulator.
       (F) Cap on the amount of outstanding covered bonds.--
       (i) In general.--With respect to each eligible issuer that 
     submits a covered bond program for approval, the applicable 
     covered bond regulator shall set, consistent with safety and 
     soundness considerations and the financial condition of the 
     eligible issuer, the maximum amount, as a percentage of the 
     eligible issuer's total assets, of outstanding covered bonds 
     that the eligible issuer may issue.
       (ii) Review of cap.--The applicable covered bond regulator 
     may, not more frequently than quarterly, review the 
     percentage set under clause (i) and, if safety and soundness 
     considerations or the financial condition of the eligible 
     issuer has changed, increase or decrease such percentage. Any 
     decrease made pursuant to this clause shall have no effect on 
     existing covered bonds issued by the eligible issuer.
       (3) Registry.--Under the oversight program, the Secretary 
     shall maintain a registry that is published on a Web site 
     available to the public and that, for each covered bond 
     program approved by a covered bond regulator, contains--
       (A) the name of the covered bond program, the name of the 
     eligible issuer, and all other information that the Secretary 
     considers necessary to adequately identify the covered bond 
     program and the eligible issuer; and
       (B) all information that the Secretary considers necessary 
     to adequately identify all outstanding covered bonds issued 
     under the covered bond program (including the reports 
     described in paragraphs (3) and (4) of subsection (b)).
       (4) Fees.--Each covered bond regulator may levy, on the 
     issuers of covered bonds under the primary supervision of 
     such covered bond regulator, reasonably apportioned fees that 
     such covered bond regulator considers necessary, in the 
     aggregate, to defray the costs of such covered bond regulator 
     carrying out the provisions of this title. Such funds shall 
     not be construed to be Government funds or appropriated 
     monies and shall not be subject to apportionment for purposes 
     of chapter 15 of title 31, United States Code, or any other 
     provision of law.
       (b) Minimum Over-Collateralization Requirements.--
       (1) Requirements established.--The Secretary, by rule and 
     in consultation with the covered bond regulators, shall 
     establish minimum over-collateralization requirements for 
     covered bonds backed by each of the eligible asset classes. 
     The minimum over-collateralization requirements shall be 
     designed to ensure that sufficient eligible assets and 
     substitute assets are maintained in the cover pool to satisfy 
     all principal and interest payments on the covered bonds when 
     due through maturity and shall be based on the credit, 
     collection, and interest rate risks (excluding the liquidity 
     risks) associated with the eligible asset class.
       (2) Asset coverage test.--The eligible assets and the 
     substitute assets in any cover pool shall be required, in the 
     aggregate, to meet at all times the applicable minimum over-
     collateralization requirements.
       (3) Monthly reporting.--On a monthly basis, each issuer of 
     covered bonds shall submit a report on whether the cover pool 
     that secures the covered bonds meets the applicable minimum 
     over-collateralization requirements to--
       (A) the Secretary;
       (B) the applicable covered bond regulator;
       (C) the applicable indenture trustee;
       (D) the applicable covered bondholders; and
       (E) the applicable independent asset monitor.
       (4) Independent asset monitor.--
       (A) Appointment.--Each issuer of covered bonds shall 
     appoint the indenture trustee for the covered bonds, or 
     another unaffiliated entity, as an independent asset monitor 
     for the applicable cover pool.
       (B) Duties.--An independent asset monitor appointed under 
     subparagraph (A) shall, on an annual or other more frequent 
     periodic basis determined by the Secretary under the 
     oversight program--
       (i) verify whether the cover pool meets the applicable 
     minimum over-collateralization requirements; and
       (ii) report to the Secretary, the applicable covered bond 
     regulator, the applicable indenture trustee, and the 
     applicable covered bondholders on whether the cover pool 
     meets the applicable minimum over-collateralization 
     requirements.
       (C) Removal and replacement.--The independent asset monitor 
     appointed under subparagraph (A) may be removed and 
     replaced--
       (i) by a covered bond regulator in any case in which such 
     action is in the best interest of the covered bond investors; 
     and
       (ii) by covered bond holders who own a majority of the 
     outstanding principal amount of the covered bonds secured by 
     the applicable cover pool, at any time.
       (5) No loss of status.--Covered bonds shall remain subject 
     to this title regardless of whether the applicable cover pool 
     ceases to meet the applicable minimum over-collateralization 
     requirements.
       (6) Failure to meet requirements.--
       (A) In general.--If a cover pool fails to meet the 
     applicable minimum over-collateralization requirements, and 
     if the failure is not cured within the time specified in the 
     related transaction documents, the failure shall be an 
     uncured default for purposes of section 804(a).
       (B) Notice required.--An issuer of covered bonds shall 
     promptly give the Secretary and the applicable covered bond 
     regulator written notice if the cover pool securing the 
     covered bonds fails to meet the applicable minimum over-
     collateralization requirements, if the failure is cured 
     within the time specified in the related transaction 
     documents, or if the failure is not so cured.
       (c) Requirements for Eligible Assets.--
       (1) Requirements.--
       (A) Loans.--A loan shall not qualify as an eligible asset 
     for so long as the loan is delinquent for more than 60 
     consecutive days.
       (B) Securities.--A security shall not qualify as an 
     eligible asset for so long as the security does not meet any 
     credit-quality requirement under this title.
       (C) Origination.--An asset shall not qualify as an eligible 
     asset if the asset was not originated in compliance with any 
     rule or supervisory guidance of a Federal agency applicable 
     to the asset at the time of origination.
       (D) No double pledge.--An asset shall not qualify as an 
     eligible asset for so long as the asset is subject to a prior 
     perfected security interest or other prior perfected lien 
     that has been granted in an unrelated transaction. Nothing in 
     this title shall affect such a prior perfected security 
     interest or other prior perfected lien, and the rights of 
     such lien holders.
       (2) Failure to meet requirements.--Subject to paragraph 
     (1)(D), if an asset in a cover pool does not satisfy any 
     applicable requirement described in paragraph (1) or any 
     other applicable standard or criterion described in this 
     title, the oversight program, or the related transaction 
     documents, the asset shall not qualify as an eligible asset 
     for purposes of the asset coverage test described in 
     subsection (b)(2). A disqualified asset shall remain in the 
     cover pool unless and until removed by the issuer in 
     compliance with the provisions of this title, the oversight 
     program, and the related transaction documents. No 
     disqualified asset may be removed from the cover pool after 
     an estate has been created for the related covered bond 
     program under section 804(b)(1) or 804(c)(2), except in 
     connection with the management of the cover pool under 
     section 804(d)(1)(E).
       (d) Other Requirements.--
       (1) Books and records of issuer.--Each issuer of covered 
     bonds shall clearly mark its books and records to identify 
     the assets that comprise the cover pool securing the covered 
     bonds.
       (2) Schedule of eligible assets and substitute assets.--
     Each issuer of covered bonds shall deliver to the applicable 
     indenture trustee and the applicable independent asset 
     monitor, on at least a monthly basis, a schedule that 
     identifies all eligible assets and substitute assets in the 
     cover pool securing the covered bonds.

[[Page 3532]]

       (3) Single eligible asset class.--No cover pool described 
     in section 802(3)(A) may include eligible assets from more 
     than 1 eligible asset class. No cover pool described in 
     section 802(3)(B) may include covered bonds backed by more 
     than 1 eligible asset class.

     SEC. 804. RESOLUTION UPON DEFAULT OR INSOLVENCY.

       (a) Uncured Default Defined.--For purposes of this section, 
     the term ``uncured default'' means a default on a covered 
     bond that has not been cured within the time, if any, 
     specified in the related transaction documents.
       (b) Default on Covered Bonds Prior to Conservatorship, 
     Receivership, Liquidation, or Bankruptcy.--
       (1) Creation of separate estate.--If an uncured default 
     occurs on a covered bond before the issuer of the covered 
     bond enters conservatorship, receivership, liquidation, or 
     bankruptcy, an estate shall be immediately and automatically 
     created by operation of law and shall exist and be 
     administered separate and apart from the issuer or any 
     subsequent conservatorship, receivership, liquidating agency, 
     or estate in bankruptcy for the issuer or any other assets of 
     the issuer. A separate estate shall be created for each 
     affected covered bond program.
       (2) Assets and liabilities of estate.--Any estate created 
     under paragraph (1) shall be comprised of the cover pool 
     (including over-collateralization in the cover pool) that 
     secures the covered bond. The cover pool shall be immediately 
     and automatically released to and held by the estate free and 
     clear of any right, title, interest, or claim of the issuer 
     or any conservator, receiver, liquidating agent, or trustee 
     in bankruptcy for the issuer or any other assets of the 
     issuer. The estate shall be fully liable on the covered bond 
     and all other covered bonds and related obligations of the 
     issuer (including obligations under related derivative 
     transactions) that are secured by a perfected security 
     interest in or other perfected lien on the cover pool when 
     the estate is created. The estate shall not be liable on any 
     obligation of the issuer that is not secured by a perfected 
     security interest in or other perfected lien on the cover 
     pool when the estate is created. No conservator, receiver, 
     liquidating agent, or trustee in bankruptcy for the issuer 
     may charge or assess the estate for any claim of the 
     conservator, receiver, liquidating agent, or trustee in 
     bankruptcy or the conservatorship, receivership, liquidating 
     agency, or estate in bankruptcy and may not obtain or perfect 
     a security interest in or other lien on the cover pool to 
     secure such a claim.
       (3) Retention of claims.--Any holder of a covered bond or 
     related obligation for which an estate has become liable 
     under paragraph (2) shall retain a claim against the issuer 
     for any deficiency with respect to the covered bond or 
     related obligation. If the issuer enters conservatorship, 
     receivership, liquidation, or bankruptcy, any contingent 
     claim for such a deficiency shall be allowed as a provable 
     claim in the conservatorship, receivership, liquidating 
     agency, or bankruptcy case. The contingent claim shall be 
     estimated by the conservator, receiver, liquidating agent, or 
     bankruptcy court for purposes of allowing the claim as a 
     provable claim if awaiting the fixing of the contingent claim 
     would unduly delay the resolution of the conservatorship, 
     receivership, liquidating agency, or bankruptcy case.
       (4) Residual interest.--
       (A) Issuance of residual interest.--Upon the creation of an 
     estate under paragraph (1), a residual interest in the estate 
     shall be immediately and automatically issued by operation of 
     law to the issuer.
       (B) Nature of residual interest.--The residual interest 
     under subparagraph (A) shall--
       (i) be an exempted security as described in section 805;
       (ii) represent the right to any surplus from the cover pool 
     after the covered bonds and all other liabilities of the 
     estate have been fully and irrevocably paid; and
       (iii) be evidenced by a certificate executed by the trustee 
     of the estate.
       (5) Obligations of issuer.--
       (A) In general.--After the creation of an estate under 
     paragraph (1), the issuer shall--
       (i) transfer to or at the direction of the trustee for the 
     estate all property of the estate that is in the possession 
     or under the control of the issuer, including all tangible or 
     electronic books, records, files, and other documents or 
     materials relating to the assets and liabilities of the 
     estate; and
       (ii) at the election of the trustee or a servicer or 
     administrator for the estate, continue servicing the 
     applicable cover pool for 120 days after the creation of the 
     estate in return for a fair-market-value fee, as determined 
     by the trustee in consultation with the applicable covered 
     bond regulator, that shall be payable from the estate as an 
     administrative expense.
       (B) Obligations absolute.--Neither the issuer, whether 
     acting as debtor in possession or in any other capacity, nor 
     any conservator, receiver, liquidating agent, or trustee in 
     bankruptcy for the issuer or any other assets of the issuer 
     may disaffirm, repudiate, or reject the obligation to turn 
     over property or to continue servicing the cover pool as 
     provided in subparagraph (A).
       (c) Default on Covered Bonds Upon Conservatorship, 
     Receivership, Liquidation, or Bankruptcy.--
       (1) Corporation conservatorship or receivership.--
       (A) In general.--If the Corporation is appointed as 
     conservator or receiver for an issuer of covered bonds before 
     an uncured default results in the creation of an estate under 
     subsection (b), the Corporation as conservator or receiver 
     shall have an exclusive right, during the 1-year period 
     beginning on the date of the appointment, to transfer any 
     cover pool owned by the issuer in its entirety, together with 
     all covered bonds and related obligations that are secured by 
     a perfected security interest in or other perfected lien on 
     the cover pool, to another eligible issuer that meets all 
     conditions and requirements specified in the related 
     transaction documents. The Corporation as conservator or 
     receiver may not remove any asset from the cover pool, except 
     to the extent otherwise agreed by a transferee that has 
     assumed the covered bond program pursuant to subparagraph 
     (C).
       (B) Obligations during 1-year period.--During the 1-year 
     period described in subparagraph (A), the Corporation as 
     conservator or receiver shall fully and timely satisfy all 
     monetary and nonmonetary obligations of the issuer under all 
     covered bonds and the related transaction documents and shall 
     fully and timely cure all defaults by the issuer (other than 
     its conservatorship or receivership) under the applicable 
     covered bond program, in each case, until the earlier of--
       (i) the transfer of the applicable covered bond program to 
     another eligible issuer as provided in subparagraph (A); or
       (ii) the delivery to the Secretary, the applicable covered 
     bond regulator, the applicable indenture trustee, and the 
     applicable covered bondholders of a written notice from the 
     Corporation as conservator or receiver electing to cease 
     further performance under the applicable covered bond 
     program.
       (C) Assumption by transferee.--If the Corporation as 
     conservator or receiver transfers a covered bond program to 
     another eligible issuer within the 1-year period as provided 
     in subparagraph (A), the transferee shall take ownership of 
     the applicable cover pool and shall become fully liable on 
     all covered bonds and related obligations of the issuer that 
     are secured by a perfected security interest in or other 
     perfected lien on the cover pool.
       (2) Other circumstances.--An estate shall be immediately 
     and automatically created by operation of law and shall exist 
     and be administered separate and apart from an issuer of 
     covered bonds and any conservatorship, receivership, 
     liquidating agency, or estate in bankruptcy for the issuer or 
     any other assets of the issuer, if--
       (A) a conservator, receiver, liquidating agent, or trustee 
     in bankruptcy, other than the Corporation, is appointed for 
     the issuer before an uncured default results in the creation 
     of an estate under subsection (b); or
       (B) in the case of the appointment of the Corporation as 
     conservator or receiver as described in paragraph (1)(A), the 
     Corporation as conservator or receiver--
       (i) does not complete the transfer of the applicable 
     covered bond program to another eligible issuer within the 1-
     year period as provided in paragraph (1)(A);
       (ii) delivers to the Secretary, the applicable covered bond 
     regulator, the applicable indenture trustee, and the 
     applicable covered bondholders a written notice electing to 
     cease further performance under the applicable covered bond 
     program; or
       (iii) fails to fully and timely satisfy all monetary and 
     nonmonetary obligations of the issuer under the covered bonds 
     and the related transaction documents or to fully and timely 
     cure all defaults by the issuer (other than its 
     conservatorship or receivership) under the applicable covered 
     bond program.

     A separate estate shall be created for each affected covered 
     bond program.
       (3) Assets and liabilities of estate.--Any estate created 
     under paragraph (2) shall be comprised of the cover pool 
     (including over-collateralization in the cover pool) that 
     secures the covered bonds. The cover pool shall be 
     immediately and automatically released to and held by the 
     estate free and clear of any right, title, interest, or claim 
     of the issuer or any conservator, receiver, liquidating 
     agent, or trustee in bankruptcy for the issuer or any other 
     assets of the issuer. The estate shall be fully liable on the 
     covered bonds and all other covered bonds and related 
     obligations of the issuer (including obligations under 
     related derivative transactions) that are secured by a 
     perfected security interest in or other perfected lien on the 
     cover pool when the estate is created. The estate shall not 
     be liable on any obligation of the issuer that is not secured 
     by a perfected security interest in or other perfected lien 
     on the cover pool when the estate is created. No conservator, 
     receiver, liquidating agent, or trustee in bankruptcy for the 
     issuer may charge or assess the estate for any claim of the 
     conservator, receiver, liquidating agent, or trustee in 
     bankruptcy or the conservatorship, receivership, liquidating 
     agency, or estate in bankruptcy and may not obtain or perfect 
     a security interest in or

[[Page 3533]]

     other lien on the cover pool to secure such a claim.
       (4) Contingent claim.--Any contingent claim against an 
     issuer for a deficiency with respect to a covered bond or 
     related obligation for which an estate has become liable 
     under paragraph (3) shall be allowed as a provable claim in 
     the conservatorship, receivership, liquidating agency, or 
     bankruptcy case for the issuer. The contingent claim shall be 
     estimated by the conservator, receiver, liquidating agent, or 
     bankruptcy court for purposes of allowing the claim as a 
     provable claim if awaiting the fixing of the contingent claim 
     would unduly delay the resolution of the conservatorship, 
     receivership, liquidating agency, or bankruptcy case.
       (5) Residual interest.--
       (A) Issuance of residual interest.--Upon the creation of an 
     estate under paragraph (2), and regardless of whether any 
     contingent claim described in paragraph (4) becomes fixed or 
     is estimated, a residual interest in the estate shall be 
     immediately and automatically issued by operation of law to 
     the conservator, receiver, liquidating agent, or trustee in 
     bankruptcy for the issuer.
       (B) Nature of residual interest.--The residual interest 
     under subparagraph (A) shall--
       (i) be an exempted security as described in section 805;
       (ii) represent the right to any surplus from the cover pool 
     after the covered bonds and all other liabilities of the 
     estate have been fully and irrevocably paid; and
       (iii) be evidenced by a certificate executed by the trustee 
     of the estate.
       (6) Obligations of issuer.--
       (A) In general.--After the creation of an estate under 
     paragraph (2), the issuer and its conservator, receiver, 
     liquidating agent, or trustee in bankruptcy shall--
       (i) transfer to or at the direction of the trustee for the 
     estate all property of the estate that is in the possession 
     or under the control of the issuer or its conservator, 
     receiver, liquidating agent, or trustee in bankruptcy, 
     including all tangible or electronic books, records, files, 
     and other documents or materials relating to the assets and 
     liabilities of the estate; and
       (ii) at the election of the trustee or a servicer or 
     administrator for the estate, continue servicing the 
     applicable cover pool for 120 days after the creation of the 
     estate in return for a fair-market-value fee, as determined 
     by the trustee in consultation with the applicable covered 
     bond regulator, that shall be payable from the estate as an 
     administrative expense.
       (B) Obligations absolute.--Neither the issuer, whether 
     acting as debtor in possession or in any other capacity, nor 
     any conservator, receiver, liquidating agent, or trustee in 
     bankruptcy for the issuer or any other assets of the issuer 
     may disaffirm, repudiate, or reject the obligation to turn 
     over property or to continue servicing the cover pool as 
     provided in subparagraph (A).
       (d) Administration and Resolution of Estates.--
       (1) Trustee, servicer, and administrator.--
       (A) In general.--Upon the creation of any estate under 
     subsection (b)(1) or (c)(2), the applicable covered bond 
     regulator shall--
       (i) appoint the trustee for the estate;
       (ii) appoint 1 or more servicers or administrators for the 
     cover pool held by the estate; and
       (iii) give the Secretary, the applicable indenture trustee, 
     the applicable covered bondholders, and the owner of the 
     residual interest written notice of the creation of the 
     estate.
       (B) Terms and conditions of appointment.--All terms and 
     conditions of any appointment under paragraph (1), including 
     the terms and conditions relating to compensation, shall 
     conform to the requirements of this title and the oversight 
     program and otherwise shall be determined by the applicable 
     covered bond regulator.
       (C) Qualification.--The applicable covered bond regulator 
     may require the trustee or any servicer or administrator for 
     an estate to post in favor of the United States, for the 
     benefit of the estate, a bond that is conditioned on the 
     faithful performance of the duties of the trustee or the 
     servicer or administrator. The covered bond regulator shall 
     determine the amount of any bond required under this 
     subparagraph and the sufficiency of the surety on the bond. A 
     proceeding on a bond required under this subparagraph may not 
     be commenced after two years after the date on which the 
     trustee or the servicer or administrator was discharged.
       (D) Powers and duties of trustee.--The trustee for an 
     estate is the representative of the estate and, subject to 
     the provisions of this title, has capacity to sue and be 
     sued. The trustee shall--
       (i) administer the estate in compliance with this title, 
     the oversight program, and the related transaction documents;
       (ii) be accountable for all property of the estate that is 
     received by the trustee;
       (iii) make a final report and file a final account of the 
     administration of the estate with the applicable covered bond 
     regulator; and
       (iv) after the estate has been fully administered, close 
     the estate.
       (E) Powers and duties of servicer or administrator.--Any 
     servicer or administrator for an estate--
       (i) shall--

       (I) collect, realize on (by liquidation or other means), 
     and otherwise manage the cover pool held by the estate in 
     compliance with this title, the oversight program, and the 
     related transaction documents and in a manner consistent with 
     maximizing the value and the proceeds of the cover pool;
       (II) deposit or invest all proceeds and funds received in 
     compliance with this title, the oversight program, and the 
     related transaction documents and in a manner consistent with 
     maximizing the net return to the estate, taking into account 
     the safety of the deposit or investment; and
       (III) apply, or direct the trustee for the estate to apply, 
     all proceeds and funds received and the net return on any 
     deposit or investment to make distributions in compliance 
     with paragraphs (3) and (4);

       (ii) may borrow funds or otherwise obtain credit, for the 
     benefit of the estate, in compliance with paragraph (2) on a 
     secured or unsecured basis and on a priority, pari passu, or 
     subordinated basis;
       (iii) shall, at the times and in the manner required by the 
     applicable covered bond regulator, submit to the covered bond 
     regulator, the Secretary, the applicable indenture trustee, 
     the applicable covered bondholders, the owner of the residual 
     interest, and any other person designated by the covered bond 
     regulator, reports that describe the activities of the 
     servicer or administrator on behalf of the estate, the 
     performance of the cover pool held by the estate, and 
     distributions made by the estate; and
       (iv) shall assist the trustee in preparing the final report 
     and the final account of the administration of the estate.
       (F) Supervision of trustee, servicer, and administrator.--
     The applicable covered bond regulator shall supervise the 
     trustee and any servicer or administrator for an estate. The 
     covered bond regulator shall require that all reports 
     submitted under subparagraph (E)(iii) do not contain any 
     untrue statement of a material fact and do not omit to state 
     a material fact necessary in order to make the statements 
     made, in light of the circumstances under which they are 
     made, not misleading.
       (G) Removal and replacement of trustee, servicer, and 
     administrator.--If the covered bond regulator determines that 
     it is in the best interests of an estate, the covered bond 
     regulator may remove or replace the trustee or any servicer 
     or administrator for the estate. The removal of the trustee 
     or any servicer or administrator does not abate any pending 
     action or proceeding involving the estate, and any successor 
     or other trustee, servicer, or administrator shall be 
     substituted as a party in the action or proceeding.
       (H) Professionals.--The trustee or any servicer or 
     administrator for an estate may employ 1 or more attorneys, 
     accountants, appraisers, auctioneers, or other professional 
     persons to represent or assist the trustee or the servicer or 
     administrator in carrying out its duties. The employment of 
     any professional person and all terms and conditions of 
     employment, including the terms and conditions relating to 
     compensation, shall conform to the requirements of this title 
     and the oversight program and otherwise shall be subject to 
     the approval of the applicable covered bond regulator.
       (I) Approved fees and expenses.--Unless otherwise provided 
     in the applicable terms and conditions of appointment or 
     employment, all approved fees and expenses of the trustee, 
     any servicer or administrator, or any professional person 
     employed by the trustee or any servicer or administrator 
     shall be payable from the estate as administrative expenses.
       (J) Actions by or on behalf of estate.--The trustee or any 
     servicer or administrator for an estate may commence or 
     continue judicial, administrative, or other actions, in the 
     name of the estate or in its own name on behalf of the 
     estate, for the purpose of collecting, realizing on, or 
     otherwise managing the cover pool held by the estate or 
     exercising its other powers or duties on behalf of the 
     estate.
       (K) Actions against estate.--No court may issue an 
     attachment or execution on any property of an estate. Except 
     at the request of the applicable covered bond regulator or as 
     otherwise provided in this subparagraph or subparagraph (J), 
     no court may take any action to restrain or affect the 
     resolution of an estate under this title. No person 
     (including the applicable indenture trustee and any 
     applicable covered bondholder) may commence or continue any 
     judicial, administrative, or other action against the estate, 
     the trustee, or any servicer or administrator or take any 
     other act to affect the estate, the trustee, or any servicer 
     or administrator that is not expressly permitted by this 
     title, the oversight program, and the related transaction 
     documents, except for a judicial or administrative action to 
     compel the release of funds that--
       (i) are available to the estate;
       (ii) are permitted to be distributed under this title and 
     the oversight program; and
       (iii) are permitted and required to be distributed under 
     the related transaction documents and any contracts executed 
     by or on behalf of the estate.

[[Page 3534]]

       (L) Sovereign immunity.--Except in connection with a 
     guarantee provided under paragraph (4) or any other contract 
     executed by the applicable covered bond regulator under this 
     section 804, the Secretary and the covered bond regulator 
     shall be entitled to sovereign immunity in carrying out the 
     provisions of this title.
       (2) Borrowings and credit.--
       (A) In general.--Any servicer or administrator for an 
     estate created under subsection (b)(1) or (c)(2) may borrow 
     funds or otherwise obtain credit, on behalf of and for the 
     benefit of the estate, from any person in compliance with 
     this paragraph (2) solely for the purpose of providing 
     liquidity in the case of timing mismatches among the assets 
     and the liabilities of the estate. Except with respect to an 
     underwriter, section 5 of the Securities Act of 1933, the 
     Trust Indenture Act of 1939, and any State or local law 
     requiring registration for an offer or sale of a security or 
     registration or licensing of an issuer of, underwriter of, or 
     broker or dealer in a security does not apply to the offer or 
     sale under this paragraph (2) of a security that is not an 
     equity security.
       (B) Conditions.--A servicer or administrator may borrow 
     funds or otherwise obtain credit under subparagraph (A)--
       (i) on terms affording the lender only claims or liens that 
     are fully subordinated to the claims and interests of the 
     applicable indenture trustee and the applicable covered 
     bondholders and all other claims against and interests in the 
     estate, except for the residual interest, if the servicer or 
     administrator certifies to the applicable covered bond 
     regulator that, in the business judgment of the servicer or 
     administrator, the borrowing or credit is in the best 
     interests of the estate and is expected to maximize the value 
     and the proceeds of the cover pool held by the estate; or
       (ii) on terms affording the lender claims or liens that 
     have priority over or are pari passu with the claims or 
     interests of the applicable indenture trustee or the 
     applicable covered bondholders or other claims against or 
     interests in the estate, if--

       (I) the servicer or administrator certifies to the 
     applicable covered bond regulator that, in the business 
     judgment of the servicer or administrator, the borrowing or 
     credit is in the best interests of the estate and is expected 
     to maximize the value and the proceeds of the cover pool held 
     by the estate; and
       (II) the applicable covered bond regulator authorizes the 
     borrowing or credit.

       (C) Limited liability.--A servicer or administrator shall 
     not be liable for any error in business judgment when 
     borrowing funds or otherwise obtaining credit under this 
     paragraph (2) unless the servicer or administrator acted in 
     bad faith or in willful disregard of its duties.
       (D) Study on borrowings and credit.--The Comptroller 
     General of the United States shall conduct a study on whether 
     the Federal reserve banks should be authorized to lend funds 
     or otherwise extend credit to an estate under this paragraph 
     (2) and, if so, what conditions and limits should be 
     established to mitigate any risk that the United States 
     Government could absorb credit losses on the cover pool held 
     by the estate. The Comptroller General shall submit a report 
     to the Committee on Banking, Housing, and Urban Affairs of 
     the Senate and the Committee on Financial Services of the 
     House of Representatives on the results of the study not 
     later than 6 months after the date of enactment of this Act.
       (3) Distributions by estate.--All payments or other 
     distributions by an estate shall be made at the times, in the 
     amounts, and in the manner set forth in the covered bonds, 
     the related transaction documents, and any contracts executed 
     by or on behalf of the estate in compliance with this title 
     and the oversight program. To the extent that the relative 
     priority of the liabilities of the estate are not specified 
     in or otherwise ascertainable from their terms, distributions 
     shall be made on each distribution date under the covered 
     bonds, the related transaction documents, or any contracts 
     executed by or on behalf of the estate--
       (A) first, to pay accrued and unpaid superpriority claims 
     under paragraph (2)(B)(ii);
       (B) second, to pay accrued and unpaid administrative 
     expense claims under paragraph (1)(I), paragraph (2)(B)(ii), 
     section 804(b)(5)(A), or section 804(c)(6)(A);
       (C) third, to pay--
       (i) accrued and unpaid claims under the covered bonds and 
     the related transaction documents according to their terms; 
     and
       (ii) accrued and unpaid pari passu claims under paragraph 
     (2)(B)(ii); and
       (D) fourth, to pay accrued and unpaid subordinated claims 
     under paragraph (2)(B)(i).
       (4) Distributions on residual interest.--After all other 
     claims against and interests in an estate have been fully and 
     irrevocably paid or defeased, the trustee shall or shall 
     cause a servicer or administrator to distribute the remainder 
     of the estate to or at the direction of the owner of the 
     residual interest. No interim distribution on the residual 
     interest may be made before that time, unless the applicable 
     covered bond regulator--
       (A) approves the distribution after determining that all 
     other claims against and interests in the estate will be 
     fully, timely, and irrevocably paid according to their terms; 
     and
       (B) provides an indemnity, for the benefit of the estate, 
     assuring that all other claims against and interests in the 
     estate will be fully, timely, and irrevocably paid according 
     to their terms.
       (5) Closing of estate.--After an estate has been fully 
     administered, the trustee shall close the estate and, except 
     as otherwise directed by the applicable covered bond 
     regulator, shall destroy all records of the estate.
       (6) No loss to taxpayers.--Taxpayers shall bear no losses 
     from the resolution of an estate under this title. To the 
     extent that the Secretary and the Corporation jointly 
     determine that the Deposit Insurance Fund incurred actual 
     losses that are higher because the covered bond program of an 
     insured depository institution was subject to resolution 
     under this title rather than as part of the receivership of 
     the institution under the Federal Deposit Insurance Act (12 
     U.S.C. 1811 et seq.), the Corporation may exercise the powers 
     available under section 7(b) of the Federal Deposit Insurance 
     Act (12 U.S.C. 1817(b)) to recover an amount equal to those 
     losses after consulting with the Secretary.

     SEC. 805. SECURITIES LAW PROVISIONS.

       (a) Securities Laws Treatment of Covered Bonds.--
       (1) Treatment of certain banks and other entities.--
       (A) Securities laws coverage.--A covered bond described in 
     subparagraph (C) is and shall be treated as a security issued 
     or guaranteed by a bank under section 3(a)(2) of the 
     Securities Act of 1933 (15 U.S.C. 77c(a)(2)), section 3(c)(3) 
     of the Investment Company Act of 1940 (15 U.S.C. 80a-
     3(c)(3)), and section 304(a)(4)(A) of the Trust Indenture Act 
     of 1939 (15 U.S.C. 77ddd(a)(4)(A)), as applicable.
       (B) Securities exchange act of 1934 exemption.--No covered 
     bond described in subparagraph (C) shall be treated as an 
     asset-backed security, as that term is defined in section 3 
     of the Securities Exchange Act of 1934 (15 U.S.C. 78c), or a 
     structured finance product, as that term is defined in 
     section 939F of the Dodd-Frank Wall Street Reform and 
     Consumer Protection Act (15 U.S.C. 78o-9).
       (C) Applicability.--A covered bond described in this 
     subparagraph is a covered bond that is--
       (i) issued or guaranteed by a bank; or
       (ii) issued by an eligible issuer described in section 
     802(9)(F) and sponsored solely by 1 or more banks for the 
     sole purpose of issuing covered bonds.
       (D) Regulations.--Each covered bond regulator for 1 or more 
     banks shall adopt, as part of the securities regulations of 
     the covered bond regulator, a separate scheme of 
     registration, disclosure, and reporting obligations and 
     exemptions for offers or sales of covered bonds described in 
     subparagraph (C), which regulations shall--
       (i) provide for uniform and consistent standards for such 
     covered bond issuers, with respect to any such covered bonds, 
     to the extent possible; and
       (ii) be consistent with existing regulations governing 
     offers or sales of nonconvertible debt.
       (2) Treatment of certain associations and cooperative 
     banks.--
       (A) Securities laws coverage.--A covered bond described in 
     subparagraph (C) is and shall be treated as a security issued 
     by an entity under section 3(a)(5)(A) of the Securities Act 
     of 1933 (15 U.S.C. 77c(a)(5)(A)), section 3(c)(3) of the 
     Investment Company Act of 1940 (15 U.S.C. 80a-3(c)(3)), and 
     section 304(a)(4)(A) of the Trust Indenture Act of 1939 (15 
     U.S.C. 77ddd(a)(4)(A)), as applicable.
       (B) Securities exchange act of 1934 exemption.--No covered 
     bond described in subparagraph (C) shall be treated as an 
     asset-backed security, as that term is defined in section 3 
     of the Securities Exchange Act of 1934 (15 U.S.C. 78c), or a 
     structured finance product, as that term is defined in 
     section 939F of the Dodd-Frank Wall Street Reform and 
     Consumer Protection Act (15 U.S.C. 78o-9).
       (C) Applicability.--A covered bond described in this 
     subparagraph is a covered bond that is--
       (i) issued by an entity described in section 3(a)(5)(A) of 
     the Securities Act of 1933 (15 U.S.C. 77c(a)(5)(A)); or
       (ii) issued by an eligible issuer described in section 
     802(9)(F) and sponsored solely by 1 or more such entities for 
     the sole purpose of issuing covered bonds.
       (D) Regulations.--Each covered bond regulator for 1 or more 
     entities described in section 3(a)(5)(A) of the Securities 
     Act of 1933 (15 U.S.C. 77c(a)(5)(A)) shall adopt, as part of 
     the securities regulations of the covered bond regulator, a 
     separate scheme of registration, disclosure, and reporting 
     obligations and exemptions for offers or sales of covered 
     bonds described in subparagraph (C), which regulations 
     shall--
       (i) provide for uniform and consistent standards for such 
     covered bond issuers, with respect to any such covered bonds, 
     to the extent possible; and
       (ii) shall be consistent with regulations governing offers 
     or sales of nonconvertible debt.
       (3) Construction.--No provision of this title, including 
     paragraph (1) or (2), may be

[[Page 3535]]

     construed or applied in a manner that impairs or limits any 
     other exemption that is available under applicable securities 
     laws.
       (b) Exemptions for Estates.--Any estate that is or may be 
     created under section 804(b)(1) or 804(c)(2) shall be exempt 
     from all State and Federal securities laws, except that such 
     estate--
       (1) shall be subject to all anti-fraud provisions of such 
     securities laws;
       (2) shall be subject to the reporting requirements 
     established by the applicable covered bond regulator under 
     section 804(d)(1)(E)(iii); and
       (3) shall succeed to any requirement of the issuer to file 
     such periodic information, documents, and reports in respect 
     of the covered bonds, as specified in section 13(a) of the 
     Securities Exchange Act of 1934 (15 U.S.C. 78m(a)) or rules 
     established by an appropriate Federal banking agency.
       (c) Exemptions for Residual Interests.--Any residual 
     interest in an estate that is or may be created under section 
     804(b)(1) or 804(c)(2) shall be exempt from all State and 
     Federal securities laws.

     SEC. 806. AUTHORITY TO COLLECT FEES FROM FINANCIAL COMPANIES.

       (a) In General.--On the date immediately preceding the date 
     that is 10 years after the date of enactment of this Act, if 
     the Corporation previously has been appointed under title II 
     of the Dodd-Frank Wall Street Reform and Consumer Protection 
     Act (12 U.S.C. 5381 et seq.) as receiver for a covered 
     financial company with a covered bond program, and if the 
     Secretary and the Corporation have jointly determined that 
     the Orderly Liquidation Fund will incur actual losses that 
     are higher because of the covered bond program and that have 
     not yet been recovered under subsection (n) or (o) of section 
     210 of the Dodd-Frank Wall Street Reform and Consumer 
     Protection Act (12 U.S.C. 5390) or other applicable law, the 
     Corporation may assess and collect from financial companies 
     identified in section 210(o)(1)(D)(ii) of the Dodd-Frank Wall 
     Street Reform and Consumer Protection Act (12 U.S.C. 
     5390(o)(1)(D)(ii)) an amount equal to the cost estimate 
     divided by 0.75.
       (b) Immediate Transfer of Funds Required.--The Corporation 
     immediately transfer funds collected under subsection (a) to 
     the Secretary for credit to the Orderly Liquidation Fund.
       (c) Refunds.--If, within 180 days of the date of the 
     imposition of fees under subsection (a), the Secretary 
     determines that funds collected under subsection (a) are not 
     needed for or used to repay actual losses incurred by the 
     Orderly Liquidation Fund, as described in subsection (a), the 
     Secretary shall refund the collected funds to the assessed 
     financial companies.

     SEC. 807. MISCELLANEOUS PROVISIONS.

       (a) Domestic Securities.--Section 106(a)(1) of the 
     Secondary Mortgage Market Enhancement Act of 1984 (15 U.S.C. 
     77r-1(a)(1)) is amended--
       (1) in subparagraph (C), by striking ``or'' at the end;
       (2) in subparagraph (D), by adding ``or'' at the end; and
       (3) by inserting after subparagraph (D) the following:
       ``(E) covered bonds (as defined in section 802 of the 
     United States Covered Bond Act),''.
       (b) No Conflict.--The provisions of this title shall apply, 
     notwithstanding any provision of the Federal Deposit 
     Insurance Act (12 U.S.C. 1811 et seq.), title 11, United 
     States Code, title II of the Dodd-Frank Wall Street Reform 
     and Consumer Protection Act (12 U.S.C. 5381 et seq.), or any 
     other provision of Federal law with respect to 
     conservatorship, receivership, liquidation, or bankruptcy. No 
     provision of the Federal Deposit Insurance Act (12 U.S.C. 
     1811 et seq.), title 11, United States Code, title II of the 
     Dodd-Frank Wall Street Reform and Consumer Protection Act (12 
     U.S.C. 5381 et seq.), or any other provision of Federal law 
     with respect to conservatorship, receivership, liquidation, 
     or bankruptcy may be construed or applied in a manner that 
     defeats or interferes with the purpose or operation of this 
     title.
       (c) Annual Report to Congress.--The covered bond regulators 
     shall, annually--
       (1) submit a joint report to the Congress describing the 
     current state of the covered bond market in the United 
     States; and
       (2) testify on the current state of the covered bond market 
     in the United States before the Committee on Financial 
     Services of the House of Representatives and the Committee on 
     Banking, Housing, and Urban Affairs of the Senate.
                                 ______
                                 
  SA 1833. Mr. REID (for Mr. Reed (for himself, Ms. Landrieu, Mr. 
Levin, Mr. Brown of Ohio, Mr. Merkley, Mr. Akaka, Mr. Whitehouse, Mr. 
Franken, Mr. Harkin, Mr. Durbin, and Mrs. Shaheen)) proposed an 
amendment to the bill H.R. 3606, to increase American job creation and 
economic growth by improving access to the public capital markets for 
emerging growth companies; as follows:

       Strike all after the enacting clause and insert the 
     following:

     SECTION 1. SHORT TITLE; TABLE OF CONTENTS.

       (a) Short Title.--This Act may be cited as the ``Invigorate 
     New Ventures and Entrepreneurs to Succeed Today in America 
     Act of 2012'' or the ``INVEST in America Act of 2012''.
       (b) Table of Contents.--The table of contents for this Act 
     is as follows:

Sec. 1. Short title; table of contents.

                TITLE I--SMALL COMPANY CAPITAL FORMATION

Sec. 101. Short title.
Sec. 102. Authority to exempt certain securities.
Sec. 103. Study on the impact of State blue sky laws on regulation a 
              offerings.
Sec. 104. Study and report on effects of exemption.

    TITLE II--REOPENING AMERICAN CAPITAL MARKETS TO EMERGING GROWTH 
                               COMPANIES

Sec. 201. Short title.
Sec. 202. Definitions.
Sec. 203. Disclosure obligations.
Sec. 204. Internal controls audit.
Sec. 205. Auditing standards.
Sec. 206. Availability of information about emerging growth companies.
Sec. 207. Opt-in right for emerging growth companies.
Sec. 208. Review of tick size on market liquidity.
Sec. 209. Other matters.

                        TITLE III--CROWDFUNDING

Sec. 301. Short title.
Sec. 302. Crowdfunding exemption.
Sec. 303. Exclusion of crowdfunding investors from shareholder cap.
Sec. 304. Funding portal regulation.
Sec. 305. Relationship with State law.
Sec. 306. Reports to Congress.

              TITLE IV--EXPORT-IMPORT BANK REAUTHORIZATION

Sec. 401. Short title.
Sec. 402. Extension of authority.
Sec. 403. Foreign Credit Insurance Association.
Sec. 404. Technical correction.
Sec. 405. Sub-Saharan Africa Advisory Committee.
Sec. 406. Aggregate loan, guarantee, and insurance authority.
Sec. 407. Dual use exports.
Sec. 408. Modifications to provisions relating to textiles.
Sec. 409. Review and report on domestic content policy.
Sec. 410. Strategic plan.
Sec. 411. Review and report on Bank's information technology 
              infrastructure.
Sec. 412. Study by the Comptroller General on risk management.
Sec. 413. Renewable energy and energy efficiency technologies.
Sec. 414. Transparency and accountability of bank financing.
Sec. 415. Annual competitiveness report.
Sec. 416. Prohibitions on financing for certain persons involved in 
              sanctionable activities with respect to Iran.

   TITLE V--SMALL BUSINESS INVESTMENT COMPANIES AND LOAN REFINANCING 
                               EXTENSION

Sec. 501. Maximum leverage under title III of the Small Business 
              Investment Act of 1958.
Sec. 502. Low-interest refinancing under the Local Development Business 
              Loan Program.

            TITLE VI--PRIVATE COMPANY FLEXIBILITY AND GROWTH

Sec. 601. Short title.
Sec. 602. Threshold for registration.
Sec. 603. Treatment of employee securities.
Sec. 604. Commission rulemaking.
Sec. 605. Commission study of enforcement authority under Rule 12g5-1.

             TITLE VII--ACCESS TO CAPITAL FOR JOB CREATORS

Sec. 701. Short title.
Sec. 702. Modification of exemption.

                TITLE I--SMALL COMPANY CAPITAL FORMATION

     SEC. 101. SHORT TITLE.

       This title may be cited as the ``Small Company Capital 
     Formation Act of 2012''.

     SEC. 102. AUTHORITY TO EXEMPT CERTAIN SECURITIES.

       (a) In General.--Section 3(b) of the Securities Act of 1933 
     (15 U.S.C. 77c(b)) is amended--
       (1) by striking ``(b) The Commission'' and inserting the 
     following:
       ``(b) Additional Exemptions.--
       ``(1) Small issues exemptive authority.--The Commission''; 
     and
       (2) by adding at the end the following:
       ``(2) Additional issues.--The Commission shall, by rule or 
     regulation, add a class of securities to the securities 
     exempted pursuant to this section in accordance with the 
     following terms and conditions:
       ``(A) The aggregate offering amount of all securities 
     offered and sold by the issuer within the preceding 36-month 
     period in reliance on such exemption, including the immediate 
     offering, shall not exceed $50,000,000.
       ``(B) The securities may be offered and sold publicly.
       ``(C) The securities shall not be restricted securities, 
     within the meaning of the Federal

[[Page 3536]]

     securities laws and the regulations promulgated thereunder.
       ``(D) The civil liability provision in section 12(a)(2) 
     shall apply to any person offering or selling such 
     securities.
       ``(E) The issuer may solicit interest in the offering prior 
     to filing any offering statement, on such terms and 
     conditions as the Commission may prescribe in the public 
     interest or for the protection of investors.
       ``(F) The Commission shall require the issuer to file 
     audited financial statements with the Commission as part of 
     the offering statement and annually thereafter.
       ``(G) Such other terms, conditions, or requirements as the 
     Commission may determine necessary in the public interest and 
     for the protection of investors, which may include--
       ``(i) a requirement that the issuer prepare and 
     electronically file with the Commission and distribute to 
     prospective investors an offering statement, and any related 
     documents, in such form and with such content as prescribed 
     by the Commission, including audited financial statements and 
     a description of the issuer's business operations, its 
     financial condition, its corporate governance principles, its 
     use of investor funds, and other appropriate matters; and
       ``(ii) disqualification provisions under which the 
     exemption shall not be available to the issuer or its 
     predecessors, affiliates, officers, directors, underwriters, 
     or other related persons, which shall be substantially 
     similar to the disqualification provisions contained in the 
     regulations adopted in accordance with section 926 of the 
     Investor Protection and Securities Reform Act of 2010 (15 
     U.S.C. 77d note).
       ``(3) Limitation.--Only equity securities, debt securities, 
     and debt securities convertible or exchangeable to equity 
     interests, including any guarantees of such securities, may 
     be exempted under a rule or regulation adopted pursuant to 
     paragraph (2).
       ``(4) Periodic disclosures.--Upon such terms and conditions 
     as the Commission determines necessary in the public interest 
     and for the protection of investors, the Commission, by rule 
     or regulation, shall require an issuer of a class of 
     securities exempted under paragraph (2) to make available to 
     investors and file with the Commission periodic disclosures 
     regarding the issuer, its business operations, its financial 
     condition, its corporate governance principles, its use of 
     investor funds, and other appropriate matters, and also may 
     provide for the suspension and termination of such a 
     requirement with respect to that issuer.''.
       (b) Treatment as Covered Securities for Purposes of 
     NSMIA.--Section 18(b)(4) of the Securities Act of 1933 (15 
     U.S.C. 77r(b)(4)) is amended--
       (1) in subparagraph (C), by striking ``; or'' at the end 
     and inserting a semicolon;
       (2) by redesignating subparagraph (D) as subparagraph (E); 
     and
       (3) by inserting after subparagraph (C) the following:
       ``(D) a rule or regulation adopted pursuant to section 
     3(b)(2), and such security is--
       ``(i) offered or sold on a national securities exchange; or
       ``(ii) offered or sold to a qualified purchaser, as defined 
     by the Commission pursuant to paragraph (3) with respect to 
     that purchase or sale; or''.
       (c) Conforming Amendment.--Section 4(5) of the Securities 
     Act of 1933 (15 U.S.C. 77d(5)) is amended by striking 
     ``section 3(b)'' and inserting ``section 3(b)(1)''.

     SEC. 103. STUDY ON THE IMPACT OF STATE BLUE SKY LAWS ON 
                   REGULATION A OFFERINGS.

       Not later than 3 months after the date of enactment of this 
     Act, the Comptroller General of the United States shall--
       (1) conduct a study on the impact of State laws regulating 
     securities offerings (commonly referred to as ``Blue Sky 
     laws'') on offerings made under Regulation A of the 
     Securities and Exchange Commission (17 C.F.R. 230.251 et 
     seq.); and
       (2) transmit a report on the findings of the study to the 
     Committee on Banking, Housing, and Urban Affairs of the 
     Senate and the Committee on Financial Services of the House 
     of Representatives.

     SEC. 104. STUDY AND REPORT ON EFFECTS OF EXEMPTION.

       The Commission, in consultation with State securities 
     administrators with respect to issues over which they have 
     jurisdiction, shall submit a report to the Committee on 
     Banking, Housing, and Urban Affairs of the Senate and the 
     Committees on Commerce and Financial Services of the House of 
     Representatives 5 years after the date of enactment of this 
     Act on--
       (1) the nature, timing, and extent of offerings and 
     issuances in reliance on the exemption under paragraph (2) of 
     section 3(b) of the Securities Act of 1933, as added by this 
     title, during each year of that 5-year period;
       (2) an assessment of the risks posed and protections 
     available to investors related to offerings or issuances 
     under such exemption;
       (3) the incidence of errors, omissions, misstatements, or 
     fraud associated with offerings in reliance on such 
     exemption;
       (4) the impact of such exemption on capital formation for 
     small businesses;
       (5) any adjustments to such exemption necessary to protect 
     investors and promote capital formation;
       (6) an analysis of the effectiveness and limitations of the 
     civil liability provisions under the Federal securities laws 
     applicable to offerings and issuances in reliance on such 
     exemption, and to any reports or other filings required to be 
     filed by the issuers of such securities with the Commission; 
     and
       (7) such other factors as the Commission determines 
     appropriate for inclusion.

    TITLE II--REOPENING AMERICAN CAPITAL MARKETS TO EMERGING GROWTH 
                               COMPANIES

     SEC. 201. SHORT TITLE.

       This title may be cited as the ``Reopening American Capital 
     Markets to Emerging Growth Companies Act of 2012''.

     SEC. 202. DEFINITIONS.

       (a) Securities Act of 1933.--Section 2(a) of the Securities 
     Act of 1933 (15 U.S.C. 77b(a)) is amended by adding at the 
     end the following:
       ``(19) The term `emerging growth company' means an issuer 
     that had total annual gross revenues of less than 
     $350,000,000 during its most recently completed fiscal year. 
     An issuer that is an emerging growth company as of the first 
     day of that fiscal year and that has completed a sale of 
     common equity securities pursuant to an effective 
     registration statement under this title shall continue to be 
     deemed an emerging growth company until the earliest of--
       ``(A) the last day of the fiscal year of the issuer during 
     which it had total annual gross revenues of $350,000,000 or 
     more;
       ``(B) the last day of the fiscal year of the issuer in 
     which the fifth anniversary of the date of the first sale of 
     common equity securities of the issuer pursuant to an 
     effective registration statement under this title occurs;
       ``(C) the date on which such issuer is deemed to be a 
     `large accelerated filer', as defined in section 240.12b-2 of 
     title 17, Code of Federal Regulations (or any successor 
     thereto); or
       ``(D) the date on which the issuer has, during the previous 
     3-year period, issued in excess of an aggregate of 
     $1,000,000,000 of securities, other than common equity, 
     whether or not such securities were issued in transactions 
     registered under this title.''.
       (b) Securities Exchange Act of 1934.--Section 3(a) of the 
     Securities Exchange Act of 1934 (15 U.S.C. 78c(a)) is 
     amended--
       (1) by redesignating the second paragraph designated as 
     paragraph (77) (relating to asset-backed securities) as 
     paragraph (79); and
       (2) by adding at the end the following:
       ``(80) The term `emerging growth company' means an issuer 
     that had total annual gross revenues of less than 
     $350,000,000 during its most recently completed fiscal year. 
     An issuer that is an emerging growth company as of the first 
     day of that fiscal year and that has completed a sale of 
     common equity securities pursuant to an effective 
     registration statement under the Securities Act of 1933 shall 
     continue to be deemed an emerging growth company until the 
     earliest of--
       ``(A) the last day of the fiscal year of the issuer during 
     which it had total annual gross revenues of $350,000,000 or 
     more;
       ``(B) the last day of the fiscal year of the issuer in 
     which the fifth anniversary of the date of the first sale of 
     common equity securities of the issuer pursuant to an 
     effective registration statement under the Securities Act of 
     1933 occurs;
       ``(C) the date on which such issuer is deemed to be a 
     `large accelerated filer', as defined in section 240.12b-2 of 
     title 17, Code of Federal Regulations (or any successor 
     thereto); or
       ``(D) the date on which the issuer has, during the previous 
     3-year period, issued in excess of an aggregate of 
     $1,000,000,000 of securities, other than common equity, 
     whether or not such securities were issued in transactions 
     registered under this title.''.
       (c) Other Definitions.--As used in this title, the 
     following definitions shall apply:
       (1) Commission.--The term ``Commission'' means the 
     Securities and Exchange Commission.
       (2) Initial public offering date.--The term ``initial 
     public offering date'' means the date of the first sale of 
     common equity securities of an issuer pursuant to an 
     effective registration statement under the Securities Act of 
     1933.
       (d) Effective Date.--Notwithstanding section 2(a)(19) of 
     the Securities Act of 1933 and section 3(a)(80) of the 
     Securities Exchange Act of 1934, as added by this section, an 
     issuer shall not be an emerging growth company for purposes 
     of such Acts if the first sale of common equity securities of 
     such issuer pursuant to an effective registration statement 
     under the Securities Act of 1933 occurred on or before the 
     date of enactment of this Act.

     SEC. 203. DISCLOSURE OBLIGATIONS.

       (a) Financial Disclosures.--
       (1) Securities act of 1933.--Section 7(a) of the Securities 
     Act of 1933 (15 U.S.C. 77g(a)) is amended by adding at the 
     end the following: ``An emerging growth company need not 
     present more than 2 years of audited financial statements in 
     order for the registration statement of such emerging growth 
     company with respect to an initial public offering of its 
     common equity securities to be effective, and in a 
     registration statement for an initial

[[Page 3537]]

     public offering and in registration statements to be filed 
     with the Commission following an issuer's initial public 
     offering, an emerging growth company need not present 
     selected financial data in accordance with section 229.301 of 
     title 17, Code of Federal Regulations (or any successor 
     thereto) for any period prior to the earliest audited period 
     presented in connection with its initial public offering.''.
       (2) Securities exchange act of 1934.--Section 13(a) of the 
     Securities Exchange Act of 1934 (15 U.S.C. 78m(a)) is amended 
     by adding at the end the following: ``In any registration 
     statement, periodic report, or other reports to be filed with 
     the Commission, an emerging growth company need not present 
     selected financial data in accordance with section 229.301 of 
     title 17, Code of Federal Regulations (or any successor 
     thereto) for any period prior to the earliest audited period 
     presented in connection with its first registration statement 
     that became effective under this title or the Securities Act 
     of 1933 (15 U.S.C. 77a et seq.).''.
       (b) Other Disclosures.--An emerging growth company may 
     comply with section 229.303(a) of title 17, Code of Federal 
     Regulations (or any successor thereto), by providing 
     information required by such section with respect to the 
     financial statements of the emerging growth company for each 
     period presented pursuant to subsection (b). An emerging 
     growth company may comply with section 229.402 of title 17, 
     Code of Federal Regulations (or any successor thereto), by 
     disclosing the same information as any issuer with a market 
     value of outstanding voting and nonvoting common equity held 
     by non-affiliates of less than $75,000,000.

     SEC. 204. INTERNAL CONTROLS AUDIT.

       Section 404(b) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 
     7262(b)) is amended by inserting ``, other than an issuer 
     that is an emerging growth company (as defined in section 3 
     of the Securities Exchange Act of 1934),'' before ``shall 
     attest to''.

     SEC. 205. AUDITING STANDARDS.

       Section 103(a)(3) of the Sarbanes-Oxley Act of 2002 (15 
     U.S.C. 7213(a)(3)) is amended by adding at the end the 
     following:
       ``(C) Transition period for emerging growth companies.--Any 
     rules of the Board requiring mandatory audit firm rotation 
     shall not apply to an audit of an emerging growth company, as 
     defined in section 3 of the Securities Exchange Act of 1934. 
     Any such additional rules requiring mandatory audit firm 
     rotation that are adopted by the Board after the date of 
     enactment of this subparagraph shall not apply to an audit of 
     any emerging growth company if the Commission determines that 
     the application of such additional requirements to emerging 
     growth companies is not necessary or appropriate in the 
     public interest.''.

     SEC. 206. AVAILABILITY OF INFORMATION ABOUT EMERGING GROWTH 
                   COMPANIES.

       (a) Provision of Research.--Section 2(a)(3) of the 
     Securities Act of 1933 (15 U.S.C. 77b(a)(3)) is amended by 
     adding at the end the following: ``The publication or 
     distribution by a broker or dealer of a research report about 
     an emerging growth company that is the subject of a proposed 
     public offering of the common equity securities of such 
     emerging growth company pursuant to a registration statement 
     that the issuer proposes to file, or has filed, or that is 
     effective shall be deemed for purposes of section 5(c) and 
     paragraph (10) of this subsection not to constitute an offer 
     for sale or offer to sell a security, provided that any 
     research report published or distributed by a broker or 
     dealer that is participating or will participate in the 
     registered offering that is published or distributed in 
     reliance on such exemption complies with such restrictions, 
     disclosure, and filing requirements as the Commission shall 
     determine, including that such research report does not 
     contain any recommendations to purchase or sell such 
     securities. As used in this paragraph, the term `research 
     report' means a written or electronic communication that 
     includes an analysis of an equity security or an issuer.''
       (b) Expanding Permissible Communications.--Section 5 of the 
     Securities Exchange Act of 1933 (15 U.S.C. 77e) is amended--
       (1) by redesignating subsection (d) as subsection (e); and
       (2) by inserting after subsection (c) the following:
       ``(d) Limitation.--
       ``(1) In general.--Notwithstanding any other provision of 
     this section, an emerging growth company or any person 
     authorized to act on behalf of an emerging growth company may 
     engage in oral or written communications with potential 
     investors that are qualified institutional buyers, as such 
     term is defined in section 230.144A of title 17, Code of 
     Federal Regulations (or any successor thereto), to determine 
     whether such investors might have an interest in a 
     contemplated securities offering, prior to the date of filing 
     of a registration statement with respect to such securities 
     with the Commission, subject to the requirement of subsection 
     (b)(2).
       ``(2) Written communications.--All written communications 
     (as such term is defined in section 203.405 of title 17, Code 
     of Federal Regulations (or any successor thereto)) provided 
     to potential investors in accordance with this subsection 
     shall be--
       ``(A) filed by the issuer promptly with the Commission by 
     the later of the date of the filing of the registration 
     statement or the date on which the written communication is 
     first used; and
       ``(B) deemed to be a prospectus for purposes of section 
     12(a)(2) (15 U.S.C. 77l(a)(2)).''.

     SEC. 207. OPT-IN RIGHT FOR EMERGING GROWTH COMPANIES.

       (a) In General.--With respect to an exemption provided to 
     emerging growth companies under this title or an amendment 
     made by this title, an emerging growth company may choose to 
     forgo such exemption and instead comply with the requirements 
     that apply to an issuer that is not an emerging growth 
     company.
       (b) Special Rule.--If an emerging growth company chooses to 
     comply with such standards to the same extent that a non-
     emerging growth company is required to comply with such 
     standards, the emerging growth company--
       (1) shall--
       (A) make such choice at the time at which the company is 
     first required to file a registration statement, periodic 
     report, or other report with the Commission under section 13 
     of the Securities Exchange Act of 1934; and
       (B) notify the Securities and Exchange Commission of such 
     choice;
       (2) may not select some standards to comply with in such 
     manner and not others, but shall comply with all such 
     standards, to the same extent that a non-emerging growth 
     company is required to comply with such standards; and
       (3) shall continue to comply with such standards, to the 
     same extent that a non-emerging growth company is required to 
     comply with such standards, for as long as the company 
     remains an emerging growth company.

     SEC. 208. REVIEW OF TICK SIZE ON MARKET LIQUIDITY.

       Section 11A(c) of the Securities Exchange Act of 1934 (15 
     U.S.C. 78k-1(c)) is amended by adding at the end the 
     following new paragraph:
       ``(6) Tick size.--
       ``(A) Study and report.--
       ``(i) Study.--The Commission shall conduct a study 
     examining the transition to trading and quoting securities in 
     one penny increments, also known as `decimalization', which 
     shall examine--

       ``(I) the impact that decimalization has had on the number 
     of initial public offerings since its implementation relative 
     to the period before its implementation;
       ``(II) the impact that such change has had on liquidity for 
     small and middle capitalization company securities; and
       ``(III) whether there is sufficient economic incentive to 
     support trading operations in these securities in penny 
     increments.

       ``(ii) Report.--Not later than 270 days after the date of 
     enactment of this paragraph, the Commission shall submit to 
     Congress a report on the findings of the study required by 
     clause (i).
       ``(B) Designation.--If the Commission determines after the 
     study under subparagraph (A) that the securities of emerging 
     growth companies should be quoted and traded using a minimum 
     increment of greater than $0.01, the Commission may, by rule 
     not later than 180 days after the date of submission of the 
     report under subparagraph (A)(ii), designate a minimum 
     increment for the securities of emerging growth companies 
     that is greater than $0.01 but less than $0.10 for use in all 
     quoting and trading of securities in any exchange or other 
     execution venue.''.

     SEC. 209. OTHER MATTERS.

       (a) Confidential Submission.--Section 6 of the Securities 
     Act of 1933 (15 U.S.C. 77f) is amended by adding at the end 
     the following:
       ``(e) Emerging Growth Companies.--
       ``(1) In general.--Any emerging growth company, prior to 
     its initial public offering date, may confidentially submit 
     to the Commission a draft registration statement, for 
     confidential nonpublic review by the staff of the Commission 
     prior to public filing, provided that the initial 
     confidential submission and all amendments thereto shall be 
     publicly filed with the Commission not later than 30 days 
     before the date on which the issuer conducts a road show, as 
     such term is defined in section 230.433(h)(4) of title 17, 
     Code of Federal Regulations (or any successor thereto).
       ``(2) Confidentiality.--Notwithstanding any other provision 
     of this title, the Commission shall not be compelled to 
     disclose any information provided to or obtained by the 
     Commission pursuant to this subsection. For purposes of 
     section 552 of title 5, United States Code, this subsection 
     shall be considered a statute described in subsection 
     (b)(3)(B) of such section 552. Information described in or 
     obtained pursuant to this subsection shall be deemed to 
     constitute confidential information for purposes of section 
     24(b)(2) of the Securities Exchange Act of 1934.
       ``(3) Fees.--The Commission may assess such fees and 
     charges for the submission of a draft registration statement 
     by an emerging growth company pursuant to this section as the 
     Commission determines to be reasonable. Notwithstanding any 
     other provision of law, such fees and charges shall be 
     available for use by the Commission for the purpose of 
     administering the provisions of this subsection.''.

[[Page 3538]]

       (b) Study and Report.--Not later than 3 years after the 
     date of enactment of this Act, the Comptroller General of the 
     United States shall conduct a study of, and 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 implementation of the 
     provisions of this title, as well as on the state of the 
     public markets for initial public offerings, that includes an 
     evaluation of--
       (1) the effect of the framework established under this 
     title on facilitating initial public offerings and, if 
     appropriate, ways to improve such framework; and
       (2) the adequacy of safeguards and protections for 
     investors in emerging growth companies and, if appropriate, 
     ways to improve such safeguards and protections.

                        TITLE III--CROWDFUNDING

     SEC. 301. SHORT TITLE.

       This title may be cited as the ``Capital Raising Online 
     While Deterring Fraud and Unethical Non-Disclosure Act of 
     2012'' or the ``CROWDFUND Act''.

     SEC. 302. CROWDFUNDING EXEMPTION.

       (a) Securities Act of 1933.--Section 4 of the Securities 
     Act of 1933 (15 U.S.C. 77d) is amended by adding at the end 
     the following:
       ``(6) transactions involving the offer or sale of 
     securities by an issuer (including all entities controlled by 
     or under common control with the issuer), provided that--
       ``(A) the aggregate amount sold to all investors by the 
     issuer, including any amount sold in reliance on the 
     exemption provided under this paragraph during the 12-month 
     period preceding the date of such transaction, is not more 
     than $1,000,000;
       ``(B) the aggregate amount sold to any investor by an 
     issuer, including any amount sold in reliance on the 
     exemption provided under this paragraph during the 12-month 
     period preceding the date of such transaction, does not 
     exceed--
       ``(i) the greater of $2,000 or 5 percent of the annual 
     income or net worth of such investor, as applicable, if 
     either the annual income or the net worth of the investor is 
     less than $100,000; and
       ``(ii) 10 percent of the annual income or net worth of such 
     investor, as applicable, not to exceed a maximum aggregate 
     amount sold of $100,000, if either the annual income or net 
     worth of the investor is equal to or more than $100,000;
       ``(C) the transaction is conducted through a broker or 
     funding portal that complies with the requirements of section 
     4A(a); and
       ``(D) the issuer complies with the requirements of section 
     4A(b).''.
       (b) Requirements To Qualify for Crowdfunding Exemption.--
     The Securities Act of 1933 (15 U.S.C. 77a et seq.) is amended 
     by inserting after section 4 the following:

     ``SEC. 4A. REQUIREMENTS WITH RESPECT TO CERTAIN SMALL 
                   TRANSACTIONS.

       ``(a) Requirements on Intermediaries.--A person engaged in 
     the business of effecting transactions in securities for the 
     account of others pursuant to section 4(6) shall--
       ``(1) register with the Commission as--
       ``(A) a broker; or
       ``(B) a funding portal (as defined in section 3(a)(80) of 
     the Securities Exchange Act of 1934);
       ``(2) register with any applicable self-regulatory 
     organization (as defined in section 3(a)(26) of the 
     Securities Exchange Act of 1934);
       ``(3) provide such disclosures, including disclosures 
     related to risks and other investor education materials, as 
     the Commission shall, by rule, determine appropriate;
       ``(4) ensure that each investor--
       ``(A) reviews investor-education information, in accordance 
     with standards established by the Commission, by rule;
       ``(B) positively affirms that the investor understands that 
     the investor is risking the loss of the entire investment, 
     and that the investor could bear such a loss; and
       ``(C) answers questions demonstrating--
       ``(i) an understanding of the level of risk generally 
     applicable to investments in startups, emerging businesses, 
     and small issuers;
       ``(ii) an understanding of the risk of illiquidity; and
       ``(iii) an understanding of such other matters as the 
     Commission determines appropriate, by rule;
       ``(5) take such measures to reduce the risk of fraud, money 
     laundering, or other misconduct with respect to such 
     transactions, as established by the Commission, by rule, 
     including obtaining a background and securities enforcement 
     regulatory history check on each officer, director, and 
     person holding more than 20 percent of the outstanding equity 
     of every issuer whose securities are offered by such person;
       ``(6) not later than 21 days prior to the first day on 
     which securities are sold to any investor (or such other 
     period as the Commission may establish), make available to 
     the Commission and to potential investors any information 
     provided by the issuer pursuant to subsection (b);
       ``(7) ensure that all offering proceeds are only provided 
     to the issuer when the aggregate capital raised from all 
     investors is equal to or greater than a target offering 
     amount, and allow all investors to cancel their commitments 
     to invest, as the Commission shall, by rule, determine 
     appropriate;
       ``(8) make such efforts as the Commission determines 
     appropriate, by rule, to ensure that no investor in a 12-
     month period has purchased securities offered pursuant to 
     section 4(6) that, in the aggregate, from all issuers, exceed 
     the investment limits set forth in section 4(6)(B);
       ``(9) take such steps to protect the privacy of information 
     collected from investors as the Commission shall, by rule, 
     determine appropriate;
       ``(10) not compensate promoters, finders, or lead 
     generators for providing the broker or funding portal with 
     the personal identifying information of any potential 
     investor;
       ``(11) prohibit its directors, officers, or partners (or 
     any person occupying a similar status or performing a similar 
     function) from having any financial interest in an issuer 
     using its services; and
       ``(12) meet such other requirements as the Commission may, 
     by rule, prescribe, for the protection of investors and in 
     the public interest.
       ``(b) Requirements for Issuers.--For purposes of section 
     4(6), an issuer who offers or sells securities shall--
       ``(1) be organized under and subject to the laws of a State 
     or territory of the United States or the District of 
     Columbia;
       ``(2) not be--
       ``(A) subject to the requirement to file reports pursuant 
     to section 13 or section 15(d) of the Securities Exchange Act 
     of 1934 (15 U.S.C. 78m, 78p(d)); or
       ``(B) treated as--
       ``(i) an investment company, as defined in section 3 of the 
     Investment Company Act of 1940 (15 U.S.C. 80a-3);
       ``(ii) an issuer excluded from the Investment Company Act 
     of 1940 (15 U.S.C. 80a et seq.); or
       ``(iii) such other company as the Commission, by rule or 
     regulation, determines appropriate;
       ``(3) file with the Commission and provide to investors and 
     the relevant broker or funding portal, and make available to 
     potential investors--
       ``(A) the name, legal status, physical address, and website 
     address of the issuer;
       ``(B) the names of the directors and officers (and any 
     persons occupying a similar status or performing a similar 
     function), and each person holding more than 20 percent of 
     the shares of the issuer;
       ``(C) a description of the business of the issuer and the 
     anticipated business plan of the issuer;
       ``(D) a description of the financial condition of the 
     issuer, including, for offerings that, together with all 
     other offerings of the issuer under section 4(6) within the 
     preceding 12-month period, have, in the aggregate, target 
     offering amounts of--
       ``(i) $100,000 or less--

       ``(I) the income tax returns filed by the issuer for the 
     most recently completed year (if any); and
       ``(II) financial statements of the issuer, which shall be 
     certified by the principal executive officer of the issuer to 
     be true and complete in all material respects;

       ``(ii) more than $100,000, but not more than $500,000, 
     financial statements reviewed by a public accountant who is 
     independent of the issuer, using professional standards and 
     procedures for such review or standards and procedures 
     established by the Commission, by rule, for such purpose; and
       ``(iii) more than $500,000 (or such other amount as the 
     Commission may establish, by rule), audited financial 
     statements;
       ``(E) a description of the stated purpose and intended use 
     of the proceeds of the offering sought by the issuer with 
     respect to the target offering amount;
       ``(F) the target offering amount, the deadline to reach the 
     target offering amount, and regular updates regarding the 
     progress of the issuer in meeting the target offering amount;
       ``(G) the price to the public of the securities or the 
     method for determining the price, provided that, prior to 
     sale, each investor shall be provided in writing the final 
     price and all required disclosures, with a reasonable 
     opportunity to rescind the commitment to purchase the 
     securities;
       ``(H) a description of the ownership and capital structure 
     of the issuer, including--
       ``(i) terms of the securities of the issuer being offered 
     and each other class of security of the issuer, including how 
     such terms may be modified, and a summary of the differences 
     between such securities, including how the rights of the 
     securities being offered may be materially limited, diluted, 
     or qualified by the rights of any other class of security of 
     the issuer;
       ``(ii) a description of how the exercise of the rights held 
     by the principal shareholders of the issuer could negatively 
     impact the purchasers of the securities being offered;
       ``(iii) the name and ownership level of each existing 
     shareholder who owns more than 20 percent of any class of the 
     securities of the issuer;
       ``(iv) how the securities being offered are being valued, 
     and examples of methods for how such securities may be valued 
     by the issuer in the future, including during subsequent 
     corporate actions; and

[[Page 3539]]

       ``(v) the risks to purchasers of the securities relating to 
     minority ownership in the issuer, the risks associated with 
     corporate actions, including additional issuances of shares, 
     a sale of the issuer or of assets of the issuer, or 
     transactions with related parties; and
       ``(I) such other information as the Commission may, by 
     rule, prescribe, for the protection of investors and in the 
     public interest;
       ``(4) not advertise the terms of the offering, except for 
     notices which direct investors to the funding portal or 
     broker;
       ``(5) not compensate or commit to compensate, directly or 
     indirectly, any person to promote its offerings through 
     communication channels provided by a broker or funding 
     portal, without taking such steps as the Commission shall, by 
     rule, require to ensure that such person clearly discloses 
     the receipt, past or prospective, of such compensation, upon 
     each instance of such promotional communication;
       ``(6) not less than annually, file with the Commission and 
     provide to investors reports of the results of operations and 
     financial statements of the issuer, as the Commission shall, 
     by rule, determine appropriate, subject to such exceptions 
     and termination dates as the Commission may establish, by 
     rule; and
       ``(7) comply with such other requirements as the Commission 
     may, by rule, prescribe, for the protection of investors and 
     in the public interest.
       ``(c) Liability for Material Misstatements and Omissions.--
       ``(1) Actions authorized.--
       ``(A) In general.--Subject to paragraph (2), a person who 
     purchases a security in a transaction exempted by the 
     provisions of section 4(6) may bring an action against an 
     issuer described in paragraph (2), either at law or in equity 
     in any court of competent jurisdiction, to recover the 
     consideration paid for such security with interest thereon, 
     less the amount of any income received thereon, upon the 
     tender of such security, or for damages if such person no 
     longer owns the security.
       ``(B) Liability.--An action brought under this paragraph 
     shall be subject to the provisions of section 12(b) and 
     section 13, as if the liability were created under section 
     12(a)(2).
       ``(2) Applicability.--An issuer shall be liable in an 
     action under paragraph (1), if the issuer--
       ``(A) by the use of any means or instruments of 
     transportation or communication in interstate commerce or of 
     the mails, by any means of any written or oral communication, 
     in the offering or sale of a security in a transaction 
     exempted by the provisions of section 4(6), makes an untrue 
     statement of a material fact or omits to state a material 
     fact required to be stated or necessary in order to make the 
     statements, in the light of the circumstances under which 
     they were made, not misleading, provided that the purchaser 
     did not know of such untruth or omission; and
       ``(B) does not sustain the burden of proof that such issuer 
     did not know, and in the exercise of reasonable care could 
     not have known, of such untruth or omission.
       ``(3) Definition.--As used in this subsection, the term 
     `issuer' includes any person who is a director or partner of 
     the issuer, and the principal executive officer or officers, 
     principal financial officer, and controller or principal 
     accounting officer of the issuer (and any person occupying a 
     similar status or performing a similar function) that offers 
     or sells a security in a transaction exempted by the 
     provisions of section 4(6), and any person who offers or 
     sells the security in such offering.
       ``(d) Information Available to States.--The Commission 
     shall make, or shall cause to be made by the relevant broker 
     or funding portal, the information described in subsection 
     (b) and such other information as the Commission, by rule, 
     determines appropriate, available to the securities 
     commission (or any agency or office performing like 
     functions) of each State and territory of the United States 
     and the District of Columbia.
       ``(e) Restrictions on Sales.--Securities issued pursuant to 
     a transaction described in section 4(6)--
       ``(1) may not be transferred by the purchaser of such 
     securities during the 1-year period beginning on the date of 
     purchase, unless such securities are transferred--
       ``(A) to the issuer of the securities;
       ``(B) to an accredited investor;
       ``(C) as part of an offering registered with the 
     Commission; or
       ``(D) to a member of the family of the purchaser or the 
     equivalent, or in connection with the death or divorce of the 
     purchaser or other similar circumstance, in the discretion of 
     the Commission; and
       ``(2) shall be subject to such other limitations as the 
     Commission shall, by rule, establish.
       ``(f) Rule of Construction.--Nothing in this section or 
     section 4(6) shall be construed as preventing an issuer from 
     raising capital through methods not described under section 
     4(6).
       ``(g) Certain Calculations.--
       ``(1) Dollar amounts.--Dollar amounts in section 4(6) and 
     subsections (a)(9) and (b)(2) of this section shall be 
     adjusted by the Commission not less frequently than once 
     every 5 years, by notice published in the Federal Register to 
     reflect any change in the Consumer Price Index for All Urban 
     Consumers published by the Bureau of Labor Statistics.
       ``(2) Income and net worth.--The income and net worth of a 
     natural person under section 4(6)(B)(ii) and subsection 
     (a)(9) of this section shall be calculated in accordance with 
     any rules of the Commission under this title regarding the 
     calculation of the income and net worth, respectively, of an 
     accredited investor.''.
       (c) Rulemaking.--Not later than 270 days after the date of 
     enactment of this Act, the Securities and Exchange Commission 
     (in this title referred to as the ``Commission'') shall issue 
     such rules as the Commission determines may be necessary or 
     appropriate for the protection of investors to carry out 
     sections 4(6) and section 4A of the Securities Act of 1933, 
     as added by this title. In carrying out this section, the 
     Commission shall consult with any securities commission (or 
     any agency or office performing like functions) of the 
     States, any territory of the United States, and the District 
     of Columbia, which seeks to consult with the Commission, and 
     with any applicable national securities association.
       (d) Disqualification.--
       (1) In general.--Not later than 270 days after the date of 
     enactment of this Act, the Commission shall, by rule, 
     establish disqualification provisions under which--
       (A) an issuer shall not be eligible to offer securities 
     pursuant to section 4(6) of the Securities Act of 1933, as 
     added by this Act; and
       (B) a broker or funding portal shall not be eligible to 
     effect or participate in transactions pursuant to that 
     section 4(6).
       (2) Inclusions.--Disqualification provisions required by 
     this subsection shall--
       (A) be substantially similar to the provisions of section 
     230.262 of title 17, Code of Federal Regulations (or any 
     successor thereto); and
       (B) disqualify any offering or sale of securities by a 
     person that--
       (i) is subject to a final order of a State securities 
     commission (or an agency or officer of a State performing 
     like functions), a State authority that supervises or 
     examines banks, savings associations, or credit unions, a 
     State insurance commission (or an agency or officer of a 
     State performing like functions), an appropriate Federal 
     banking agency, or the National Credit Union Administration, 
     that--

       (I) bars the person from--

       (aa) association with an entity regulated by such 
     commission, authority, agency, or officer;
       (bb) engaging in the business of securities, insurance, or 
     banking; or
       (cc) engaging in savings association or credit union 
     activities; or

       (II) constitutes a final order based on a violation of any 
     law or regulation that prohibits fraudulent, manipulative, or 
     deceptive conduct within the 10-year period ending on the 
     date of the filing of the offer or sale; or

       (ii) has been convicted of any felony or misdemeanor in 
     connection with the purchase or sale of any security or 
     involving the making of any false filing with the Commission.

     SEC. 303. EXCLUSION OF CROWDFUNDING INVESTORS FROM 
                   SHAREHOLDER CAP.

       (a) Exemption.--Section 12(g) of the Securities Exchange 
     Act of 1934 (15 U.S.C. 78l(g)) is amended by adding at the 
     end the following:
       ``(6) Exclusion for persons holding certain securities.--
     The Commission shall, by rule, exempt, conditionally or 
     unconditionally, securities acquired pursuant to an offering 
     made under section 4(6) of the Securities Act of 1933 from 
     the provisions of this subsection.''.
       (b) Rulemaking.--The Commission shall issue a rule to carry 
     out section 12(g)(6) of the Securities Exchange Act of 1934 
     (15 U.S.C. 78c), as added by this section, not later than 270 
     days after the date of enactment of this Act.

     SEC. 304. FUNDING PORTAL REGULATION.

       (a) Exemption.--
       (1) In general.--Section 3 of the Securities Exchange Act 
     of 1934 (15 U.S.C. 78c) is amended by adding at the end the 
     following:
       ``(h) Limited Exemption for Funding Portals.--
       ``(1) In general.--The Commission shall, by rule, exempt, 
     conditionally or unconditionally, a registered funding portal 
     from the requirement to register as a broker or dealer under 
     section 15(a)(1), provided that such funding portal--
       ``(A) remains subject to the examination, enforcement, and 
     other rulemaking authority of the Commission;
       ``(B) is a member of a national securities association 
     registered under section 15A; and
       ``(C) is subject to such other requirements under this 
     title as the Commission determines appropriate under such 
     rule.
       ``(2) National securities association membership.--For 
     purposes of sections 15(b)(8) and 15A, the term `broker or 
     dealer' includes a funding portal and the term `registered 
     broker or dealer' includes a registered funding portal, 
     except to the extent that the Commission, by rule, determines 
     otherwise, provided that a national securities association 
     shall only examine for and enforce against a registered 
     funding portal rules of such national securities association 
     written specifically for registered funding portals.''.

[[Page 3540]]

       (2) Rulemaking.--The Commission shall issue a rule to carry 
     out section 3(h) of the Securities Exchange Act of 1934 (15 
     U.S.C. 78c), as added by this subsection, not later than 270 
     days after the date of enactment of this Act.
       (b) Definition.--Section 3(a) of the Securities Exchange 
     Act of 1934 (15 U.S.C. 78c(a)), as amended by title II of 
     this Act, is amended by adding at the end the following:
       ``(81) Funding portal.--The term `funding portal' means any 
     person engaged in the business of effecting transactions in 
     securities for the account of others, solely pursuant to 
     section 4(6) of the Securities Act of 1933 (15 U.S.C. 
     77d(6)), that does not--
       ``(A) offer investment advice or recommendations;
       ``(B) solicit purchases, sales, or offers to buy the 
     securities offered or displayed on its website or portal;
       ``(C) compensate employees, agents, or other persons for 
     such solicitation or based on the sale of securities 
     displayed or referenced on its website or portal;
       ``(D) hold, manage, possess, or otherwise handle investor 
     funds or securities; or
       ``(E) engage in such other activities as the Commission, by 
     rule, determines appropriate.''.

     SEC. 305. RELATIONSHIP WITH STATE LAW.

       (a) In General.--Section 18(b)(4) of the Securities Act of 
     1933 (15 U.S.C. 77r(b)(4)) is amended--
       (1) by redesignating subparagraphs (C) and (D) as 
     subparagraphs (D) and (E), respectively; and
       (2) by inserting after subparagraph (B) the following:
       ``(C) section 4(6);''.
       (b) Clarification of the Preservation of State Enforcement 
     Authority.--
       (1) In general.--The amendments made by subsection (a) 
     relate solely to State registration, documentation, and 
     offering requirements, as described under section 18(a) of 
     Securities Act of 1933 (15 U.S.C. 77r(a)), and shall have no 
     impact or limitation on other State authority to take 
     enforcement action with regard to an issuer, funding portal, 
     or any other person or entity using the exemption from 
     registration provided by section 4(6) of that Act.
       (2) Clarification of state jurisdiction over unlawful 
     conduct of funding portals and issuers.--Section 18(c)(1) of 
     the Securities Act of 1933 (15 U.S.C. 77r(c)(1)) is amended 
     by striking ``with respect to fraud or deceit, or unlawful 
     conduct by a broker or dealer, in connection with securities 
     or securities transactions.'' and inserting the following: 
     ``, in connection with securities or securities transactions
       ``(A) with respect to--
       ``(i) fraud or deceit; or
       ``(ii) unlawful conduct by a broker or dealer; and
       ``(B) in connection to a transaction described under 
     section 4(6), with respect to--
       ``(i) fraud or deceit; or
       ``(ii) unlawful conduct by a broker, dealer, funding 
     portal, or issuer.''.
       (c) Notice Filings Permitted.--Section 18(c)(2) of the 
     Securities Act of 1933 (15 U.S.C. 77r(c)(2)) is amended by 
     adding at the end the following:
       ``(F) Fees not permitted on crowdfunded securities.--
     Notwithstanding subparagraphs (A), (B), and (C), no filing or 
     fee may be required with respect to any security that is a 
     covered security pursuant to subsection (b)(4)(B), or will be 
     such a covered security upon completion of the transaction, 
     except for the securities commission (or any agency or office 
     performing like functions) of the State of the principal 
     place of business of the issuer, or any State in which 
     purchasers of 50 percent or greater of the aggregate amount 
     of the issue are residents, provided that for purposes of 
     this subparagraph, the term `State' includes the District of 
     Columbia and the territories of the United States.''.
       (d) Funding Portals.--
       (1) State exemptions and oversight.--Section 15(i) of the 
     Securities Exchange Act of 1934 (15 U.S.C. 78o(i)) is 
     amended--
       (A) by redesignating paragraphs (2) and (3) as paragraphs 
     (3) and (4), respectively; and
       (B) by inserting after paragraph (1) the following:
       ``(2) Funding portals.--
       ``(A) Limitation on state laws.--Except as provided in 
     subparagraph (B), no State or political subdivision thereof 
     may enforce any law, rule, regulation, or other 
     administrative action against a registered funding portal 
     with respect to its business as such.
       ``(B) Examination and enforcement authority.--Subparagraph 
     (A) does not apply with respect to the examination and 
     enforcement of any law, rule, regulation, or administrative 
     action of a State or political subdivision thereof in which 
     the principal place of business of a registered funding 
     portal is located, provided that such law, rule, regulation, 
     or administrative action is not in addition to or different 
     from the requirements for registered funding portals 
     established by the Commission.
       ``(C) Definition.--For purposes of this paragraph, the term 
     `State' includes the District of Columbia and the territories 
     of the United States.''.
       (2) State fraud authority.--Section 18(c)(1) of the 
     Securities Act of 1933 (15 U.S.C. 77r(c)(1)) is amended by 
     striking ``or dealer'' and inserting ``, dealer, or funding 
     portal''.

     SEC. 306. REPORTS TO CONGRESS.

       (a) In General.--The Commission, after consultation with 
     the securities commission (or any agency or office performing 
     like functions) of the States and State attorneys general, 
     shall submit a report to the Committee on Banking, Housing, 
     and Urban Affairs of the Senate and the Committee on 
     Financial Services of the House of Representatives, not later 
     than 1 year after the date on which the Commission issues 
     final rules under section 2(c), and every 2 years thereafter 
     through the date that is 7 years after that date of issuance.
       (b) Reports.--Each report provided pursuant to subsection 
     (a) shall include--
       (1) a description of the material risks posed to investors 
     in securities issued pursuant to section 4(6) of the 
     Securities Act of 1933, as added by this title, including 
     risks related to valuations, subsequent corporate actions by 
     the issuer, dilution of ownership interests or rights, and 
     any other risks to investors that the Commission shall 
     determine;
       (2) a description of the performance of investments made in 
     securities issued pursuant to that section 4(6), to the 
     extent that such information is available to the Commission;
       (3) a description of fraud or misconduct allegations 
     related to issuances made pursuant to that section 4(6), 
     including a description of actions by and complaints to the 
     Commission involving material misstatements, material 
     omissions, or other material problems associated with 
     offerings in reliance on such exemption, provided that the 
     description shall be limited to concluded enforcement actions 
     or information that is otherwise publicly available;
       (4) the approximate number of offerings made pursuant to 
     that section 4(6);
       (5) a summary of information relating to purchasers of 
     securities offered pursuant to that section 4(6), including 
     investor income and net worth levels, the number of 
     investments in such offerings made by such investors, and the 
     average sizes of such investments, to the extent that such 
     information is available to the Commission;
       (6) a summary of information relating to issuers of 
     securities relying on that section 4(6), including their 
     asset sizes, revenues, numbers of investors, and the amounts 
     raised, to the extent that such information is available to 
     the Commission;
       (7) a description of any emerging trends in offerings or 
     issuances made pursuant to that section 4(6);
       (8) recommendations regarding enhancements, including 
     additional issuer, broker, dealer, or funding portal 
     requirements, regulatory oversight, or disclosures, that may 
     improve protections for investors purchasing securities 
     issued pursuant to that section 4(6); and
       (9) any other information that the Commission deems 
     necessary or appropriate.
       (c) State Reports.--
       (1) In general.--If the securities commission (or any 
     agency or office performing like functions) of a State or 
     State attorney general issues a report in writing to the 
     Commission identifying any emerging trends that have 
     undermined investor protections, or other risks pertaining to 
     investor protection, in offerings or issuances relying upon 
     section 4(6) of the Securities Act of 1933, as added by this 
     title, other than in connection with a review conducted by 
     the Commission pursuant to this section, the Commission 
     shall--
       (A) conduct a preliminary review of such report; and
       (B) respond in writing to such report, not later than 120 
     days after the date of receipt of such report, with the 
     results of its preliminary review.
       (2) Copies of report.--The Commission shall provide a copy 
     of any report of the securities commission (or any agency or 
     office performing like functions) of a State or State 
     attorney general described in paragraph (1) and the response 
     of the Commission to the Committee on Banking, Housing, and 
     Urban Affairs of the Senate and the Committee on Financial 
     Services of the House of Representatives, not later than 90 
     days after the date on which such response is provided.
       (d) Definition of State.--For purposes of this section, the 
     term ``State'' includes and territory of the United States 
     and the District of Columbia.

              TITLE IV--EXPORT-IMPORT BANK REAUTHORIZATION

     SEC. 401. SHORT TITLE.

       This title may be cited as the ``Export-Import Bank 
     Reauthorization Act of 2012''.

     SEC. 402. EXTENSION OF AUTHORITY.

       Section 7 of the Export-Import Bank Act of 1945 (12 U.S.C. 
     635f) is amended by striking ``2011'' and inserting ``2015''.

     SEC. 403. FOREIGN CREDIT INSURANCE ASSOCIATION.

       Section 2(b)(1) of the Export-Import Bank Act of 1945 (12 
     U.S.C. 635(b)(1)) is amended by striking subparagraph (F).

     SEC. 404. TECHNICAL CORRECTION.

       Section 2(b)(2)(B)(ii) of the Export-Import Bank Act of 
     1945 (12 U.S.C. 635(b)(2)(B)(ii)) is amended by striking 
     subclauses (I), (IV), and (VII) and by redesignating 
     subclauses (II), (III), (V), (VI), (VIII), and (IX) as 
     subclauses (I), (II), (III), (IV), (V), and (VI), 
     respectively.

[[Page 3541]]



     SEC. 405. SUB-SAHARAN AFRICA ADVISORY COMMITTEE.

       Section 2(b)(9)(B)(iii) of the Export-Import Bank Act of 
     1945 (12 U.S.C. 635(b)(9)(B)(iii)) is amended by striking 
     ``2011'' and inserting ``2015''.

     SEC. 406. AGGREGATE LOAN, GUARANTEE, AND INSURANCE AUTHORITY.

       Section 6(a)(2) of the Export-Import Bank Act of 1945 (12 
     U.S.C. 635e(a)(2)) is amended--
       (1) by striking ``and'' at the end of subparagraph (D);
       (2) by striking ``2011,'' at the end of subparagraph (E) 
     and inserting ``2011, $100,000,000,000;''; and
       (3) by adding at the end the following:
       ``(F) during fiscal year 2012, $110,000,000,000;
       ``(G) during fiscal year 2013, $120,000,000,000;
       ``(H) during fiscal year 2014, $130,000,000,000; and
       ``(I) during fiscal year 2015, $140,000,000,000.''.

     SEC. 407. DUAL USE EXPORTS.

       Section 4 of Public Law 109-438 (12 U.S.C. 635 note; 108 
     Stat. 4376) is amended by striking ``2011'' and inserting 
     ``2015''.

     SEC. 408. MODIFICATIONS TO PROVISIONS RELATING TO TEXTILES.

       (a) Representation of the Textile Industry on Advisory 
     Committee.--Section 3(d)(1)(B) of the Export-Import Bank Act 
     of 1945 (12 U.S.C. 635a(d)(1)(B)) is amended by striking 
     ``and State government'' and inserting ``State government, 
     and the textile industry''.
       (b) Annual Report Regarding Textile and Apparel Goods.--
     Section 8 of the Export-Import Bank Act of 1945 (12 U.S.C. 
     635g) is amended by adding at the end the following new 
     subsection:
       ``(g) Textile and Apparel Supply Chain Financing.--The Bank 
     shall include in its annual report to the Congress--
       ``(1) a description of the efforts of the Bank to provide 
     financing to the United States textile and apparel industry 
     for exports of textile and apparel goods manufactured in the 
     United States that are used as components in global textile 
     and apparel supply chains; and
       ``(2) the amount of support the Bank provided for the 
     export of textiles and apparel goods for each of the 3 years 
     preceding the report.''.

     SEC. 409. REVIEW AND REPORT ON DOMESTIC CONTENT POLICY.

       (a) In General.--The Export-Import Bank of the United 
     States shall conduct a review of its domestic content policy 
     for medium- and long-term transactions. The review shall 
     examine and evaluate the effectiveness of the Bank's policy--
       (1) in maintaining and creating jobs in the United States; 
     and
       (2) in contributing to a stronger national economy through 
     the export of goods and services.
       (b) Factors To Consider.--In conducting the review under 
     subsection (a), the Bank shall consider the following:
       (1) Whether the domestic content policy accurately captures 
     the costs of United States production of goods and services, 
     including the direct and indirect costs of manufacturing 
     costs, parts, components, materials and supplies, research, 
     planning, engineering, design, development, production, 
     return on investment, marketing and other business costs and 
     the effect of such policy on the maintenance and creation of 
     jobs in the United States.
       (2) The ability of the Bank to provide financing that is 
     competitive with the financing provided by foreign export 
     credit agencies and the impact that such financing has in 
     enabling companies with operations in the United States to 
     contribute to a stronger United States economy by increasing 
     employment through the export of goods and services.
       (3) The effects of the domestic content policy on the 
     manufacturing and service workforce of the United States.
       (4) Any recommendations the members of the Bank's Advisory 
     Committee have regarding the Bank's domestic content policy.
       (5) The effect that changes to the Bank's domestic content 
     requirements would have in providing companies an incentive 
     to create and maintain operations in the United States and to 
     increase jobs in the United States.
       (c) Report.--Not later than 1 year after the date of the 
     enactment of this Act, the Bank shall submit a report on the 
     results of the review conducted under this section to the 
     Committee on Banking, Housing, and Urban Affairs of the 
     Senate, and the Committee on Financial Services of the House 
     of Representatives.

     SEC. 410. STRATEGIC PLAN.

       Section 8 of the Export-Import Bank Act of 1945 (12 U.S.C. 
     635g), as amended by section 408, is further amended by 
     adding at the end the following new subsection:
       ``(h) Strategic Plan for the Bank.--
       ``(1) In general.--The Bank shall include in its annual 
     report to the Congress under subsection (a) of this section, 
     not less than every 4 years, beginning in 2012, a 5-year 
     strategic plan that provides--
       ``(A) a comprehensive mission statement covering the major 
     functions and operations of the Bank;
       ``(B) general goals and objectives, including outcome-
     oriented goals, for the major functions of the Bank;
       ``(C) a description of the Bank's highest-priority goals 
     and how they can be achieved within the 5-year plan period, 
     according to clearly defined milestones; and
       ``(D) a description of how the goals and objectives 
     incorporate views and suggestions obtained through 
     congressional consultations;
       ``(2) Progress.--The progress the Bank is making in meeting 
     the milestones established by the strategic plan shall be 
     updated in each annual report the Bank submits to the 
     Congress.
       ``(3) Availability of annual report.--The Bank shall make 
     its annual report available on its public website.''.

     SEC. 411. REVIEW AND REPORT ON BANK'S INFORMATION TECHNOLOGY 
                   INFRASTRUCTURE.

       (a) In General.--Not later than 180 days after the date of 
     the enactment of this Act, the Export-Import Bank of the 
     United States shall conduct a review of the Bank's 
     information technology infrastructure and report to Congress 
     on--
       (1) how the Bank will modernize and continue to maintain 
     the technology infrastructure, taking into consideration 
     commercially available technologies or other cost-savings 
     measures; and
       (2) how modernization, maintenance, and other cost-saving 
     measures will result--
       (A) in improved service delivery to customers of the Bank;
       (B) in generally improving the Bank's performance; and
       (C) in mitigating taxpayer exposure to losses.

     SEC. 412. STUDY BY THE COMPTROLLER GENERAL ON RISK 
                   MANAGEMENT.

       (a) In General.--Not later than 18 months after the date of 
     the enactment of this Act, the Comptroller General of the 
     United States shall complete and submit to the Export-Import 
     Bank of the United States, the Committee on Banking, Housing, 
     and Urban Affairs of the Senate, and the Committee on 
     Financial Services of the House of Representatives a report--
       (1) on the financial position of the Bank and the risks it 
     poses for American taxpayers; and
       (2) that contains recommendations to the Bank on how to 
     properly account for risk and ensure the solvency of the 
     Bank.
       (b) Report.--The report submitted under subsection (a) 
     shall evaluate--
       (1) the effectiveness of the Bank's risk management;
       (2) the adequacy of the Bank's loan loss reserves;
       (3) the exposure and potential for exposure to losses from 
     each of the products offered by the Bank;
       (4) the overall risk of the Bank's portfolio, taking into 
     account--
       (A) market risk;
       (B) credit risk;
       (C) political risk;
       (D) industry-concentration risk;
       (E) geographic-concentration risk;
       (F) obligor-concentration risk; and
       (G) foreign-currency risk;
       (5) the Bank's use of historical default and recovery rates 
     to calculate future program costs, taking into consideration 
     cost estimates determined under the Federal Credit Reform Act 
     of 1990 (2 U.S.C. 661 et seq.) and whether discount rates 
     applied to cost estimates should reflect the risks described 
     in paragraph (4);
       (6) the fees charged by the Bank for the products the Bank 
     offers, whether the Bank's fees properly reflect the risks 
     described in paragraph (4), and how the fees are affected by 
     United States participation in international agreements; and
       (7) whether the Bank's loan loss reserves policy is 
     sufficient to cover the risks described in paragraph (4).
       (c) Recommendations and Report by the Bank.--If the Bank 
     does not adopt the recommendations provided under subsection 
     (a) by the Comptroller General, the Bank shall submit to 
     Congress, not later than 60 days after the Bank receives the 
     report, a report on why the Bank has not adopted the 
     recommendations.

     SEC. 413. RENEWABLE ENERGY AND ENERGY EFFICIENCY 
                   TECHNOLOGIES.

       (a) In General.--The Export-Import Bank of the United 
     States should work to increase the export of renewable energy 
     technologies and end-use energy efficiency technologies with 
     a goal of significantly expanding, year-after-year, the 
     Bank's annual aggregate loan, guarantee, and insurance 
     authorizations supporting those technologies.
       (b) Increased Reporting Requirements.--The Export-Import 
     Bank of the United States shall include in its annual report 
     to the Congress an analysis of any barriers to realizing the 
     Bank's congressional directive to increase the Bank's 
     financing for renewable energy technology and end-use energy 
     efficiency technology and any tools the Bank needs to assist 
     the Bank in overcoming those barriers. The analysis shall 
     include barriers such as--
       (1) inadequate staffing;
       (2) inadequate financial products;
       (3) lack of capital authority; and
       (4) limitations imposed by domestic markets.

[[Page 3542]]



     SEC. 414. TRANSPARENCY AND ACCOUNTABILITY OF BANK FINANCING.

       Section 2(b) of the Export-Import Bank Act of 1945 (12 
     U.S.C. 635(b)) is amended by inserting after paragraph (3) 
     the following new paragraph:
       ``(3A) Transparency and Accountability of Bank Financing.--
       ``(A) Preapproval notice.--Not later than 14 days before 
     any meeting of the Board of Directors for final approval of a 
     transaction the value of which exceeds $100,000,000, and 
     concurrent with any statement required to be submitted under 
     paragraph (3) with respect to the transaction, the Bank shall 
     post a notice on the Bank's website that includes--
       ``(i) a description of the transaction proposed to be 
     financed;
       ``(ii) the identities of the obligor, principal supplier, 
     and guarantor involved in the transaction; and
       ``(iii) a description of any item with respect to which 
     Bank financing is being sought.
       ``(B) Manner of disclosure.--Any information required to be 
     disclosed under subparagraph (A) shall be disclosed in a 
     manner that does not disclose any information that is 
     confidential or proprietary business information, that would 
     violate section 1905 of title 18, United States Code 
     (commonly referred to as the `Trade Secrets Act'), or that 
     would jeopardize jobs in the United States by supplying 
     information which competitors could use to compete with 
     companies in the United States.
       ``(C) Post consideration.--Not later than 30 days after the 
     final approval of a transaction the value of which exceeds 
     $100,000,000, the Bank shall post a notice on the Bank's 
     website that includes the information required under 
     subparagraph (A) in a manner that complies with subparagraph 
     (B).''.

     SEC. 415. ANNUAL COMPETITIVENESS REPORT.

       Section 8A(a) of the Export-Import Bank Act of 1945 (12 
     U.S.C. 635g-1(a)) is amended by adding at the end the 
     following:
       ``(11) Case processing.--A separate section detailing the 
     Bank's annual survey of exporters, financial institutions, 
     and brokers regarding the Bank's processing of transactions, 
     timeliness in reviewing transactions and processing 
     applications, adherence to financial standards, clarity and 
     ease of use of applications, and general customer service 
     during the application and approval process for each of the 
     Bank's major programs.
       ``(12) Operations.--A separate section detailing the Bank's 
     annual survey of exporters, financial institutions, and 
     brokers regarding the Bank's documentation requirements, 
     certifications, and processing of applications for medium- 
     and long-term program transactions compared to the processing 
     of applications by other export credit agencies.
       ``(13) Process improvement.--A description of the 
     recommendations made by the Bank's Advisory Committee and the 
     advisory committee on Sub-Saharan Africa established under 
     section 2(b)(9)(B) regarding improving the Bank's processing 
     of transactions and customer service. The Bank shall make 
     every reasonable effort to act on the recommendations of the 
     advisory committees and shall include a separate section 
     detailing the actions taken by the Bank to comply with the 
     recommendations.''.

     SEC. 416. PROHIBITIONS ON FINANCING FOR CERTAIN PERSONS 
                   INVOLVED IN SANCTIONABLE ACTIVITIES WITH 
                   RESPECT TO IRAN.

       (a) Prohibition on Financing for Persons That Engage in 
     Certain Sanctionable Activities.--
       (1) In general.--Beginning on the date that is 180 days 
     after the date of the enactment of this Act, the Board of 
     Directors of the Export-Import Bank of the United States may 
     not approve any transaction that is subject to approval by 
     the Board with respect to the provision by the Bank of any 
     guarantee, insurance, or extension of credit, or the 
     participation by the Bank in any extension of credit, to a 
     person in connection with the exportation of any good or 
     service unless the person makes the certification described 
     in paragraph (2).
       (2) Certification described.--The certification described 
     in this paragraph is a certification by a person--
       (A) that neither the person nor any other person owned or 
     controlled by the person--
       (i) engages in any activity described in section 5(a) of 
     the Iran Sanctions Act of 1996 (Public Law 104-172; 50 U.S.C. 
     1701 note) for which the person may be subject to sanctions 
     under that Act;
       (ii) exports sensitive technology, as defined in section 
     106 of the Comprehensive Iran Sanctions, Accountability, and 
     Divestment Act of 2010 (22 U.S.C. 8515), to Iran; or
       (iii) engages in any activity prohibited by part 560 of 
     title 31, Code of Federal Regulations (commonly known as the 
     ``Iranian Transactions Regulations''), unless the activity is 
     disclosed to the Office of Foreign Assets Control of the 
     Department of the Treasury when the activity is discovered; 
     or
       (B) if the person or any other person owned or controlled 
     by the person has engaged in an activity described in 
     subparagraph (A), that--
       (i) in the case of an activity described in subparagraph 
     (A)(i)--

       (I) the President has waived the imposition of sanctions 
     with respect to the person that engaged in that activity 
     pursuant to section 4(c), 6(b)(5), or 9(c) of the Iran 
     Sanctions Act of 1996 (Public Law 104-172; 50 U.S.C. 1701 
     note);
       (II)(aa) the President has invoked the special rule 
     described in section 4(e)(3) of that Act with respect to the 
     person that engaged in that activity; or
       (bb)(AA) the person that engaged in that activity 
     determines, based on its best knowledge and belief, that the 
     person meets the criteria described in subparagraph (A) of 
     such section 4(e)(3) and has provided to the President the 
     assurances described in subparagraph (B) of that section; and
       (BB) the Secretary of State has issued an advisory opinion 
     to that person that the person meets such criteria and has 
     provided to the President those assurances; or
       (III) the President has determined that the criteria have 
     been met for the exception provided for under section 
     5(a)(3)(C) of the Iran Sanctions Act of 1996 to apply with 
     respect to the person that engaged in that activity; or

       (ii) in the case of an activity described in subparagraph 
     (A)(ii), the President has waived, pursuant to section 
     401(b)(1) of the Comprehensive Iran Sanctions, 
     Accountability, and Divestment Act of 2010 (22 U.S.C. 
     8551(b)(1)), the application of the prohibition under section 
     106(a) of that Act (22 U.S.C. 8515(a)) with respect to that 
     person.
       (b) Prohibition on Financings.--Beginning on the date that 
     is 180 days after the date of the enactment of this Act, the 
     Board of Directors of the Export-Import Bank of the United 
     States may not approve any transaction that is subject to 
     approval by the Board with respect to the provision by the 
     Bank of any guarantee, insurance, or extension of credit, or 
     the participation by the Bank in any extension of credit, in 
     connection with a financing in which a person that is a 
     borrower or controlling sponsor, or a person that is owned or 
     controlled by such borrower or controlling sponsor, is 
     subject to sanctions under section 5(a) of the Iran Sanctions 
     Act of 1996 (Public Law 104-172; 50 U.S.C. 1701 note).
       (c) Advisory Opinions.--
       (1) Authority.--The Secretary of State is authorized to 
     issue advisory opinions described in subsection 
     (a)(2)(B)(i)(II).
       (2) Notice to congress.--If the Secretary issues an 
     advisory opinion pursuant to paragraph (1), the Secretary 
     shall notify the appropriate congressional committees of the 
     opinion not later than 30 days after issuing the opinion.
       (d) Definitions.--In this section:
       (1) Appropriate congressional committees; person.--The 
     terms ``appropriate congressional committees'' and ``person'' 
     have the meanings given those terms in section 14 of the Iran 
     Sanctions Act of 1996 (Public Law 104-172; 50 U.S.C. 1701 
     note).
       (2) Controlling sponsor.--The term ``controlling sponsor'' 
     means a person providing controlling direct private equity 
     investment (excluding investments made through publicly held 
     investment funds, publicly held securities, public offerings, 
     or similar public market vehicles) in connection with a 
     financing.

   TITLE V--SMALL BUSINESS INVESTMENT COMPANIES AND LOAN REFINANCING 
                               EXTENSION

     SEC. 501. MAXIMUM LEVERAGE UNDER TITLE III OF THE SMALL 
                   BUSINESS INVESTMENT ACT OF 1958.

       (a) Authorization.--For fiscal year 2013, the Administrator 
     of the Small Business Administration may make $4,000,000,000 
     in guarantees of debentures for programs under title III of 
     the Small Business Investment Act of 1958 (15 U.S.C. 681 et 
     seq.).
       (b) Family of Funds.--Section 303(b)(2)(B) of the Small 
     Business Investment Act of 1958 (15 U.S.C. 683(b)(2)(B)) is 
     amended by striking ``$225,000,000'' and inserting 
     ``$350,000,000''

     SEC. 502. LOW-INTEREST REFINANCING UNDER THE LOCAL 
                   DEVELOPMENT BUSINESS LOAN PROGRAM.

       Section 1122(b) of the Small Business Jobs Act of 2010 (15 
     U.S.C. 696 note) is amended by striking ``2 years'' and 
     inserting ``3 years''.

            TITLE VI--PRIVATE COMPANY FLEXIBILITY AND GROWTH

     SEC. 601. SHORT TITLE.

       This title may be cited as the ``Private Company 
     Flexibility and Growth Act''.

     SEC. 602. THRESHOLD FOR REGISTRATION.

       Section 12(g)(1) of the Securities Exchange Act of 1934 (15 
     U.S.C. 78l(g)(1)) is amended by striking ``shall--'' and all 
     that follows through ``register such'' and inserting ``shall, 
     not later than 120 days after the last day of any fiscal year 
     of the issuer on which the issuer has total assets exceeding 
     $10,000,000 and a class of equity securities (other than an 
     exempted security) held of record by 750 persons, register 
     such''.

     SEC. 603. TREATMENT OF EMPLOYEE SECURITIES.

       Section 12(g)(5) of the Securities Exchange Act of 1934 (15 
     U.S.C. 78l(g)(5)) is amended by

[[Page 3543]]

     adding at the end the following: ``For purposes of 
     determining whether an issuer is required to register a 
     security with the Commission pursuant to paragraph (1), the 
     definition of the term `held of record' shall not include, 
     subject to such limitations as the Commission shall 
     determine, securities that are held by persons who received 
     the securities pursuant to an employee compensation plan in 
     transactions exempted from or otherwise not subject to the 
     registration requirements of section 5 of the Securities Act 
     of 1933.''.

     SEC. 604. COMMISSION RULEMAKING.

       The Securities and Exchange Commission shall, not later 
     than one year after the date of enactment of this Act--
       (1) revise its rules at section 240.12g5-1 of title 17, 
     Code of Federal Regulations to implement the amendments made 
     by sections 602 and 603;
       (2) adopt safe harbor provisions that issuers can follow 
     when determining whether holders of their securities received 
     the securities pursuant to an employee compensation plan in a 
     transaction that was exempt from the registration 
     requirements of section 5 of the Securities Act of 1933; and
       (3) revise the definition of the term ``held of record'' 
     pursuant to section 12(g)(5) of the Securities Exchange Act 
     of 1934 (15 U.S.C. 78l(g)(5)) to include beneficial owners of 
     such class of securities.

     SEC. 605. COMMISSION STUDY OF ENFORCEMENT AUTHORITY UNDER 
                   RULE 12G5-1.

       The Securities and Exchange Commission shall examine its 
     authority to enforce its rules in section 240.12g5-1 of title 
     17, Code of Federal Regulations, to determine if new 
     enforcement tools are needed to enforce the anti-evasion 
     provision contained in subsection (b)(3) of that rule, and 
     shall, not later than 270 days after the date of enactment of 
     this Act, transmit any recommendations to Congress.

             TITLE VII--ACCESS TO CAPITAL FOR JOB CREATORS

     SEC. 701. SHORT TITLE.

       This title may be cited as the ``Access to Capital for Job 
     Creators Act''.

     SEC. 702. MODIFICATION OF EXEMPTION.

       (a) Modification of Rules.--Not later than 270 days after 
     the date of enactment of this Act, the Securities and 
     Exchange Commission shall, by rule or regulation, revise its 
     rules--
       (1) to permit the general solicitation of accredited 
     investors, either by adopting a new exemption under the 
     Securities Act of 1933 or by revising its rules issued in 
     section 230.506 of title 17, Code of Federal Regulations, to 
     provide that the prohibition against general solicitation or 
     general advertising contained in section 230.502(c) of that 
     title 17 shall not apply to offers and sales of securities 
     made pursuant to that section 230.506, provided that all 
     purchasers of the securities are accredited investors;
       (2) to require the offeror and issuer to take reasonable 
     steps to verify that purchasers of the securities are 
     accredited investors, using such methods as are determined by 
     the Commission; and
       (3) to include the terms and conditions relating to the 
     forms of permissible solicitation and advertising.
       (b) Other Required Revisions.--Not later than 270 days 
     after the date of enactment of this Act, the Securities and 
     Exchange Commission shall revise subsection (d)(1) of section 
     230.144A of title 17, Code of Federal Regulations, to provide 
     that--
       (1) securities sold under such revised exemption may not be 
     offered to persons other than qualified institutional buyers; 
     and
       (2) that securities are only sold to persons that the 
     seller and any person acting on behalf of the seller 
     reasonably believes are qualified institutional buyers.
       (c) Rule of Construction.--Offers and sales of securities 
     under section 230.506 of title 17, Code of Federal 
     Regulations, as revised by the rules and regulations required 
     by this Act, shall not be deemed public offerings under the 
     Federal securities laws as a result of general advertising or 
     general solicitation.
                                 ______
                                 
  SA 1834. Mr. REID proposed an amendment to amendment SA 1833 proposed 
by Mr. Reid (for Mr. Reed (for himself, Ms. Landrieu, Mr. Levin, Mr. 
Brown of Ohio, Mr. Merkley, Mr. Akaka, Mr. Whitehouse, Mr. Franken, Mr. 
Harkin, and Mr. Durbin)) to the bill H.R. 3606, to increase American 
job creation and economic growth by improving access to the public 
capital markets for emerging growth companies; as follows:

       At the end, add the following new section:

     SEC. __.

       This Act shall become effective 7 days after enactment.
                                 ______
                                 
  SA 1835. Mr. REID proposed an amendment to amendment SA 1834 proposed 
by Mr. Reid to the amendment SA 1833 proposed by Mr. Reid (for Mr. Reed 
(for himself, Ms. Landrieu, Mr. Levin, Mr. Brown of Ohio, Mr. Merkley, 
Mr. Akaka, Mr. Whitehouse, Mr. Franken, Mr. Harkin, and Mr. Durbin)) to 
the bill H.R. 3606, to increase American job creation and economic 
growth by improving access to the public capital markets for emerging 
growth companies; as follows:

       In the amendment, strike ``7 days'' and insert ``6 days''.
                                 ______
                                 
  SA 1836. Mr. REID (for Ms. Cantwell (for herself, Mr. Johnson of 
South Dakota, Mr. Graham, Mr. Shelby, Mr. Warner, Mr. Schumer, Mr. 
Brown of Ohio, Mrs. Hagan, Mr. Coons, Mr. Akaka, Mrs. Murray, Ms. 
Landrieu, Mr. Kerry, and Mr. Kirk)) proposed an amendment to the bill 
H.R. 3606, to increase American job creation and economic growth by 
improving access to the public capital markets for emerging growth 
companies; as follows:

       At the end, add the following:

             TITLE VIII--EXPORT-IMPORT BANK REAUTHORIZATION

     SEC. 801. SHORT TITLE.

       This title may be cited as the ``Export-Import Bank 
     Reauthorization Act of 2012''.

     SEC. 802. EXTENSION OF AUTHORITY.

       Section 7 of the Export-Import Bank Act of 1945 (12 U.S.C. 
     635f) is amended by striking ``2011'' and inserting ``2015''.

     SEC. 803. FOREIGN CREDIT INSURANCE ASSOCIATION.

       Section 2(b)(1) of the Export-Import Bank Act of 1945 (12 
     U.S.C. 635(b)(1)) is amended by striking subparagraph (F).

     SEC. 804. TECHNICAL CORRECTION.

       Section 2(b)(2)(B)(ii) of the Export-Import Bank Act of 
     1945 (12 U.S.C. 635(b)(2)(B)(ii)) is amended by striking 
     subclauses (I), (IV), and (VII) and by redesignating 
     subclauses (II), (III), (V), (VI), (VIII), and (IX) as 
     subclauses (I), (II), (III), (IV), (V), and (VI), 
     respectively.

     SEC. 805. SUB-SAHARAN AFRICA ADVISORY COMMITTEE.

       Section 2(b)(9)(B)(iii) of the Export-Import Bank Act of 
     1945 (12 U.S.C. 635(b)(9)(B)(iii)) is amended by striking 
     ``2011'' and inserting ``2015''.

     SEC. 806. AGGREGATE LOAN, GUARANTEE, AND INSURANCE AUTHORITY.

       Section 6(a)(2) of the Export-Import Bank Act of 1945 (12 
     U.S.C. 635e(a)(2)) is amended--
       (1) by striking ``and'' at the end of subparagraph (D);
       (2) by striking ``2011,'' at the end of subparagraph (E) 
     and inserting ``2011, $100,000,000,000;''; and
       (3) by adding at the end the following:
       ``(F) during fiscal year 2012, $110,000,000,000;
       ``(G) during fiscal year 2013, $120,000,000,000;
       ``(H) during fiscal year 2014, $130,000,000,000; and
       ``(I) during fiscal year 2015, $140,000,000,000.''.

     SEC. 807. DUAL USE EXPORTS.

       Section 4 of Public Law 109-438 (12 U.S.C. 635 note; 108 
     Stat. 4376) is amended by striking ``2011'' and inserting 
     ``2015''.

     SEC. 808. MODIFICATIONS TO PROVISIONS RELATING TO TEXTILES.

       (a) Representation of the Textile Industry on Advisory 
     Committee.--Section 3(d)(1)(B) of the Export-Import Bank Act 
     of 1945 (12 U.S.C. 635a(d)(1)(B)) is amended by striking 
     ``and State government'' and inserting ``State government, 
     and the textile industry''.
       (b) Annual Report Regarding Textile and Apparel Goods.--
     Section 8 of the Export-Import Bank Act of 1945 (12 U.S.C. 
     635g) is amended by adding at the end the following new 
     subsection:
       ``(g) Textile and Apparel Supply Chain Financing.--The Bank 
     shall include in its annual report to the Congress--
       ``(1) a description of the efforts of the Bank to provide 
     financing to the United States textile and apparel industry 
     for exports of textile and apparel goods manufactured in the 
     United States that are used as components in global textile 
     and apparel supply chains; and
       ``(2) the amount of support the Bank provided for the 
     export of textiles and apparel goods for each of the 3 years 
     preceding the report.''.

     SEC. 809. REVIEW AND REPORT ON DOMESTIC CONTENT POLICY.

       (a) In General.--The Export-Import Bank of the United 
     States shall conduct a review of its domestic content policy 
     for medium- and long-term transactions. The review shall 
     examine and evaluate the effectiveness of the Bank's policy--
       (1) in maintaining and creating jobs in the United States; 
     and
       (2) in contributing to a stronger national economy through 
     the export of goods and services.
       (b) Factors To Consider.--In conducting the review under 
     subsection (a), the Bank shall consider the following:
       (1) Whether the domestic content policy accurately captures 
     the costs of United States production of goods and services, 
     including the direct and indirect costs of manufacturing 
     costs, parts, components, materials and supplies, research, 
     planning, engineering, design, development, production, 
     return on investment, marketing and other business costs and 
     the effect of such policy on the maintenance and creation of 
     jobs in the United States.

[[Page 3544]]

       (2) The ability of the Bank to provide financing that is 
     competitive with the financing provided by foreign export 
     credit agencies and the impact that such financing has in 
     enabling companies with operations in the United States to 
     contribute to a stronger United States economy by increasing 
     employment through the export of goods and services.
       (3) The effects of the domestic content policy on the 
     manufacturing and service workforce of the United States.
       (4) Any recommendations the members of the Bank's Advisory 
     Committee have regarding the Bank's domestic content policy.
       (5) The effect that changes to the Bank's domestic content 
     requirements would have in providing companies an incentive 
     to create and maintain operations in the United States and to 
     increase jobs in the United States.
       (c) Report.--Not later than 1 year after the date of the 
     enactment of this Act, the Bank shall submit a report on the 
     results of the review conducted under this section to the 
     Committee on Banking, Housing, and Urban Affairs of the 
     Senate, and the Committee on Financial Services of the House 
     of Representatives.

     SEC. 810. STRATEGIC PLAN.

       Section 8 of the Export-Import Bank Act of 1945 (12 U.S.C. 
     635g), as amended by section 808, is further amended by 
     adding at the end the following new subsection:
       ``(h) Strategic Plan for the Bank.--
       ``(1) In general.--The Bank shall include in its annual 
     report to the Congress under subsection (a) of this section, 
     not less than every 4 years, beginning in 2012, a 5-year 
     strategic plan that provides--
       ``(A) a comprehensive mission statement covering the major 
     functions and operations of the Bank;
       ``(B) general goals and objectives, including outcome-
     oriented goals, for the major functions of the Bank;
       ``(C) a description of the Bank's highest-priority goals 
     and how they can be achieved within the 5-year plan period, 
     according to clearly defined milestones; and
       ``(D) a description of how the goals and objectives 
     incorporate views and suggestions obtained through 
     congressional consultations;
       ``(2) Progress.--The progress the Bank is making in meeting 
     the milestones established by the strategic plan shall be 
     updated in each annual report the Bank submits to the 
     Congress.
       ``(3) Availability of annual report.--The Bank shall make 
     its annual report available on its public website.''.

     SEC. 811. REVIEW AND REPORT ON BANK'S INFORMATION TECHNOLOGY 
                   INFRASTRUCTURE.

       (a) In General.--Not later than 180 days after the date of 
     the enactment of this Act, the Export-Import Bank of the 
     United States shall conduct a review of the Bank's 
     information technology infrastructure and report to Congress 
     on--
       (1) how the Bank will modernize and continue to maintain 
     the technology infrastructure, taking into consideration 
     commercially available technologies or other cost-savings 
     measures; and
       (2) how modernization, maintenance, and other cost-saving 
     measures will result--
       (A) in improved service delivery to customers of the Bank;
       (B) in generally improving the Bank's performance; and
       (C) in mitigating taxpayer exposure to losses.

     SEC. 812. STUDY BY THE COMPTROLLER GENERAL ON RISK 
                   MANAGEMENT.

       (a) In General.--Not later than 18 months after the date of 
     the enactment of this Act, the Comptroller General of the 
     United States shall complete and submit to the Export-Import 
     Bank of the United States, the Committee on Banking, Housing, 
     and Urban Affairs of the Senate, and the Committee on 
     Financial Services of the House of Representatives a report--
       (1) on the financial position of the Bank and the risks it 
     poses for American taxpayers; and
       (2) that contains recommendations to the Bank on how to 
     properly account for risk and ensure the solvency of the 
     Bank.
       (b) Report.--The report submitted under subsection (a) 
     shall evaluate--
       (1) the effectiveness of the Bank's risk management;
       (2) the adequacy of the Bank's loan loss reserves;
       (3) the exposure and potential for exposure to losses from 
     each of the products offered by the Bank;
       (4) the overall risk of the Bank's portfolio, taking into 
     account--
       (A) market risk;
       (B) credit risk;
       (C) political risk;
       (D) industry-concentration risk;
       (E) geographic-concentration risk;
       (F) obligor-concentration risk; and
       (G) foreign-currency risk;
       (5) the Bank's use of historical default and recovery rates 
     to calculate future program costs, taking into consideration 
     cost estimates determined under the Federal Credit Reform Act 
     of 1990 (2 U.S.C. 661 et seq.) and whether discount rates 
     applied to cost estimates should reflect the risks described 
     in paragraph (4);
       (6) the fees charged by the Bank for the products the Bank 
     offers, whether the Bank's fees properly reflect the risks 
     described in paragraph (4), and how the fees are affected by 
     United States participation in international agreements; and
       (7) whether the Bank's loan loss reserves policy is 
     sufficient to cover the risks described in paragraph (4).
       (c) Recommendations and Report by the Bank.--If the Bank 
     does not adopt the recommendations provided under subsection 
     (a) by the Comptroller General, the Bank shall submit to 
     Congress, not later than 60 days after the Bank receives the 
     report, a report on why the Bank has not adopted the 
     recommendations.

     SEC. 813. RENEWABLE ENERGY AND ENERGY EFFICIENCY 
                   TECHNOLOGIES.

       (a) In General.--The Export-Import Bank of the United 
     States should work to increase the export of renewable energy 
     technologies and end-use energy efficiency technologies with 
     a goal of significantly expanding, year-after-year, the 
     Bank's annual aggregate loan, guarantee, and insurance 
     authorizations supporting those technologies.
       (b) Increased Reporting Requirements.--The Export-Import 
     Bank of the United States shall include in its annual report 
     to the Congress an analysis of any barriers to realizing the 
     Bank's congressional directive to increase the Bank's 
     financing for renewable energy technology and end-use energy 
     efficiency technology and any tools the Bank needs to assist 
     the Bank in overcoming those barriers. The analysis shall 
     include barriers such as--
       (1) inadequate staffing;
       (2) inadequate financial products;
       (3) lack of capital authority; and
       (4) limitations imposed by domestic markets.

     SEC. 814. TRANSPARENCY AND ACCOUNTABILITY OF BANK FINANCING.

       Section 2(b) of the Export-Import Bank Act of 1945 (12 
     U.S.C. 635(b)) is amended by inserting after paragraph (3) 
     the following new paragraph:
       ``(3A) Transparency and Accountability of Bank Financing.--
       ``(A) Preapproval notice.--Not later than 14 days before 
     any meeting of the Board of Directors for final approval of a 
     transaction the value of which exceeds $100,000,000, and 
     concurrent with any statement required to be submitted under 
     paragraph (3) with respect to the transaction, the Bank shall 
     post a notice on the Bank's website that includes--
       ``(i) a description of the transaction proposed to be 
     financed;
       ``(ii) the identities of the obligor, principal supplier, 
     and guarantor involved in the transaction; and
       ``(iii) a description of any item with respect to which 
     Bank financing is being sought.
       ``(B) Manner of disclosure.--Any information required to be 
     disclosed under subparagraph (A) shall be disclosed in a 
     manner that does not disclose any information that is 
     confidential or proprietary business information, that would 
     violate section 1905 of title 18, United States Code 
     (commonly referred to as the `Trade Secrets Act'), or that 
     would jeopardize jobs in the United States by supplying 
     information which competitors could use to compete with 
     companies in the United States.
       ``(C) Post consideration.--Not later than 30 days after the 
     final approval of a transaction the value of which exceeds 
     $100,000,000, the Bank shall post a notice on the Bank's 
     website that includes the information required under 
     subparagraph (A) in a manner that complies with subparagraph 
     (B).''.

     SEC. 815. ANNUAL COMPETITIVENESS REPORT.

       Section 8A(a) of the Export-Import Bank Act of 1945 (12 
     U.S.C. 635g-1(a)) is amended by adding at the end the 
     following:
       ``(11) Case processing.--A separate section detailing the 
     Bank's annual survey of exporters, financial institutions, 
     and brokers regarding the Bank's processing of transactions, 
     timeliness in reviewing transactions and processing 
     applications, adherence to financial standards, clarity and 
     ease of use of applications, and general customer service 
     during the application and approval process for each of the 
     Bank's major programs.
       ``(12) Operations.--A separate section detailing the Bank's 
     annual survey of exporters, financial institutions, and 
     brokers regarding the Bank's documentation requirements, 
     certifications, and processing of applications for medium- 
     and long-term program transactions compared to the processing 
     of applications by other export credit agencies.
       ``(13) Process improvement.--A description of the 
     recommendations made by the Bank's Advisory Committee and the 
     advisory committee on Sub-Saharan Africa established under 
     section 2(b)(9)(B) regarding improving the Bank's processing 
     of transactions and customer service. The Bank shall make 
     every reasonable effort to act on the recommendations of the 
     advisory committees and shall include a separate section 
     detailing the actions taken by the Bank to comply with the 
     recommendations.''.

[[Page 3545]]



     SEC. 816. PROHIBITIONS ON FINANCING FOR CERTAIN PERSONS 
                   INVOLVED IN SANCTIONABLE ACTIVITIES WITH 
                   RESPECT TO IRAN.

       (a) Prohibition on Financing for Persons That Engage in 
     Certain Sanctionable Activities.--
       (1) In general.--Beginning on the date that is 180 days 
     after the date of the enactment of this Act, the Board of 
     Directors of the Export-Import Bank of the United States may 
     not approve any transaction that is subject to approval by 
     the Board with respect to the provision by the Bank of any 
     guarantee, insurance, or extension of credit, or the 
     participation by the Bank in any extension of credit, to a 
     person in connection with the exportation of any good or 
     service unless the person makes the certification described 
     in paragraph (2).
       (2) Certification described.--The certification described 
     in this paragraph is a certification by a person--
       (A) that neither the person nor any other person owned or 
     controlled by the person--
       (i) engages in any activity described in section 5(a) of 
     the Iran Sanctions Act of 1996 (Public Law 104-172; 50 U.S.C. 
     1701 note) for which the person may be subject to sanctions 
     under that Act;
       (ii) exports sensitive technology, as defined in section 
     106 of the Comprehensive Iran Sanctions, Accountability, and 
     Divestment Act of 2010 (22 U.S.C. 8515), to Iran; or
       (iii) engages in any activity prohibited by part 560 of 
     title 31, Code of Federal Regulations (commonly known as the 
     ``Iranian Transactions Regulations''), unless the activity is 
     disclosed to the Office of Foreign Assets Control of the 
     Department of the Treasury when the activity is discovered; 
     or
       (B) if the person or any other person owned or controlled 
     by the person has engaged in an activity described in 
     subparagraph (A), that--
       (i) in the case of an activity described in subparagraph 
     (A)(i)--

       (I) the President has waived the imposition of sanctions 
     with respect to the person that engaged in that activity 
     pursuant to section 4(c), 6(b)(5), or 9(c) of the Iran 
     Sanctions Act of 1996 (Public Law 104-172; 50 U.S.C. 1701 
     note);
       (II)(aa) the President has invoked the special rule 
     described in section 4(e)(3) of that Act with respect to the 
     person that engaged in that activity; or
       (bb)(AA) the person that engaged in that activity 
     determines, based on its best knowledge and belief, that the 
     person meets the criteria described in subparagraph (A) of 
     such section 4(e)(3) and has provided to the President the 
     assurances described in subparagraph (B) of that section; and
       (BB) the Secretary of State has issued an advisory opinion 
     to that person that the person meets such criteria and has 
     provided to the President those assurances; or
       (III) the President has determined that the criteria have 
     been met for the exception provided for under section 
     5(a)(3)(C) of the Iran Sanctions Act of 1996 to apply with 
     respect to the person that engaged in that activity; or

       (ii) in the case of an activity described in subparagraph 
     (A)(ii), the President has waived, pursuant to section 
     401(b)(1) of the Comprehensive Iran Sanctions, 
     Accountability, and Divestment Act of 2010 (22 U.S.C. 
     8551(b)(1)), the application of the prohibition under section 
     106(a) of that Act (22 U.S.C. 8515(a)) with respect to that 
     person.
       (b) Prohibition on Financings.--Beginning on the date that 
     is 180 days after the date of the enactment of this Act, the 
     Board of Directors of the Export-Import Bank of the United 
     States may not approve any transaction that is subject to 
     approval by the Board with respect to the provision by the 
     Bank of any guarantee, insurance, or extension of credit, or 
     the participation by the Bank in any extension of credit, in 
     connection with a financing in which a person that is a 
     borrower or controlling sponsor, or a person that is owned or 
     controlled by such borrower or controlling sponsor, is 
     subject to sanctions under section 5(a) of the Iran Sanctions 
     Act of 1996 (Public Law 104-172; 50 U.S.C. 1701 note).
       (c) Advisory Opinions.--
       (1) Authority.--The Secretary of State is authorized to 
     issue advisory opinions described in subsection 
     (a)(2)(B)(i)(II).
       (2) Notice to congress.--If the Secretary issues an 
     advisory opinion pursuant to paragraph (1), the Secretary 
     shall notify the appropriate congressional committees of the 
     opinion not later than 30 days after issuing the opinion.
       (d) Definitions.--In this section:
       (1) Appropriate congressional committees; person.--The 
     terms ``appropriate congressional committees'' and ``person'' 
     have the meanings given those terms in section 14 of the Iran 
     Sanctions Act of 1996 (Public Law 104-172; 50 U.S.C. 1701 
     note).
       (2) Controlling sponsor.--The term ``controlling sponsor'' 
     means a person providing controlling direct private equity 
     investment (excluding investments made through publicly held 
     investment funds, publicly held securities, public offerings, 
     or similar public market vehicles) in connection with a 
     financing.
                                 ______
                                 
  SA 1837. Mr. REID proposed an amendment to amendment SA 1836 proposed 
by Mr. Reid (for Ms. Cantwell (for herself, Mr. Johnson of South 
Dakota, Mr. Graham, Mr. Shelby, Mr. Warner, Mr. Schumer, Mr. Brown of 
Ohio, Mrs. Hagan, Mr. Coons, Mr. Akaka, Mrs. Murray, Ms. Landrieu, Mr. 
Kerry, and Mr. Kirk)) to the bill H.R. 3606, to increase American job 
creation and economic growth by improving access to the public capital 
markets for emerging growth companies; as follows:

       At the end, add the following new section:

     SEC. __.

       This title shall become effective 5 days after enactment.
                                 ______
                                 
  SA 1838. Mr. REID proposed an amendment to the bill H.R. 3606, to 
increase American job creation and economic growth by improving access 
to the public capital markets for emerging growth companies; as 
follows:

     SEC. __.

       This Act shall become effective 3 days after enactment.
                                 ______
                                 
  SA 1839. Mr. REID proposed an amendment to amendment SA 1838 proposed 
by Mr. Reid to the bill H.R. 3606, to increase American job creation 
and economic growth by improving access to the public capital markets 
for emerging growth companies; as follows:

       In the amendment, strike ``3 days'' and insert ``2 days''.
                                 ______
                                 
  SA 1840. Mr. REID proposed an amendment to amendment SA 1839 proposed 
by Mr. Reid to the amendment SA 1838 proposed by Mr. Reid to the bill 
H.R. 3606, to increase American job creation and economic growth by 
improving access to the public capital markets for emerging growth 
companies; as follows:

       In the amendment, strike ``2 days'' and insert ``1 day''.
                                 ______
                                 
  SA 1841. Mr. McCAIN submitted an amendment intended to be proposed by 
him to the bill H.R. 3606, to increase American job creation and 
economic growth by improving access to the public capital markets for 
emerging growth companies; which was ordered to lie on the table; as 
follows:

       At the end, add the following:

                TITLE __--FOREIGN EARNINGS REINVESTMENT

     SEC. _01. SHORT TITLE.

       This title may be cited as the ``Foreign Earnings 
     Reinvestment Act''.

     SEC. __. ALLOWANCE OF TEMPORARY DIVIDENDS RECEIVED DEDUCTION 
                   FOR DIVIDENDS RECEIVED FROM A CONTROLLED 
                   FOREIGN CORPORATION.

       (a) Applicability of Provision.--
       (1) In general.--Subsection (f) of section 965 is amended 
     to read as follows:
       ``(f) Election; Election Year.--
       ``(1) In general.--The taxpayer may elect to apply this 
     section to--
       ``(A) the taxpayer's last taxable year which begins before 
     the date of the enactment of the Foreign Earnings 
     Reinvestment Act, or
       ``(B) the taxpayer's first taxable year which begins during 
     the 1-year period beginning on such date.

     Such election may be made for a taxable year only if made on 
     or before the due date (including extensions) for filing the 
     return of tax for such taxable year.
       ``(C) Election year.--For purposes of this section, the 
     term `election year' means the taxable year--
       ``(i) which begins after the date that is one year before 
     the date of the enactment of the Foreign Earnings 
     Reinvestment Act, and
       ``(ii) to which the taxpayer elects under paragraph (1) to 
     apply this section.''.
       (2) Conforming amendments.--
       (A) Extraordinary dividends.--Section 965(b)(2) of such 
     Code is amended--
       (i) by striking ``June 30, 2003'' and inserting ``September 
     30, 2011'', and
       (ii) by adding at the end the following new sentence: ``The 
     amounts described in clauses (i), (ii), and (iii) shall not 
     include any amounts which were taken into account in 
     determining the deduction under subsection (a) for any prior 
     taxable year.''.
       (B) Determinations relating to related party 
     indebtedness.--Section 965(b)(3)(B) of such Code is amended 
     by striking ``October 3, 2004'' and inserting ``September 30, 
     2011''.
       (C) Applicable financial statement.--Section 965(c)(1) of 
     such Code is amended by striking ``June 30, 2003'' each place 
     it appears and inserting ``September 30, 2011''.
       (D) Determinations relating to base period.--Section 
     965(c)(2) of such Code is amended by striking ``June 30, 
     2003'' and inserting ``September 30, 2011''.
       (b) Deduction Includes Current and Accumulated Foreign 
     Earnings.--
       (1) In general.--Paragraph (1) of section 965(b) of the 
     Internal Revenue Code of 1986 is amended to read as follows:
       ``(1) In general.--The amount of dividends taken into 
     account under subsection (a) shall

[[Page 3546]]

     not exceed the sum of the current and accumulated earnings 
     and profits described in section 959(c)(3) for the year a 
     deduction is claimed under subsection (a), without diminution 
     by reason of any distributions made during the election year, 
     for all controlled foreign corporations of the United States 
     shareholder.''.
       (2) Conforming amendments.--
       (A) Section 965(c) of such Code, as amended by subsection 
     (a), is amended by striking paragraph (1) and by 
     redesignating paragraphs (2), (3), (4), and (5), as 
     paragraphs (1), (2), (3), and (4), respectively.
       (B) Paragraph (4) of section 965(c) of such Code, as 
     redesignated by subparagraph (A), is amended to read as 
     follows:
       ``(4) Controlled groups.--All United States shareholders 
     which are members of an affiliated group filing a 
     consolidated return under section 1501 shall be treated as 
     one United States shareholder.''.
       (c) Amount of Deduction.--
       (1) In general.--Paragraph (1) of section 965(a) of the 
     Internal Revenue Code of 1986 is amended by striking ``85 
     percent'' and inserting ``75 percent''.
       (2) Bonus deduction in subsequent taxable year for 
     increasing jobs.--Section 965 of such Code is amended by 
     adding at the end the following new subsection:
       ``(g) Bonus Deduction.--
       ``(1) In general.--In the case of any taxpayer who makes an 
     election to apply this section, there shall be allowed as a 
     deduction for the first taxable year following the election 
     year an amount equal to the applicable percentage of the cash 
     dividends which are taken into account under subsection (a) 
     with respect to such taxpayer for the election year.
       ``(2) Applicable percentage.--For purposes of paragraph 
     (1), the applicable percentage is the amount which bears the 
     same ratio (not greater than 1) to 10 percent as--
       ``(A) the excess (if any) of--
       ``(i) the qualified payroll of the taxpayer for the 
     calendar year which begins with or within the first taxable 
     year following the election year, over
       ``(ii) the qualified payroll of the taxpayer for calendar 
     year 2010, bears to
       ``(B) 10 percent of the qualified payroll of the taxpayer 
     for calendar year 2010.''
       ``(3) Qualified payroll.--For purposes of this paragraph:
       ``(A) In general.--The term `qualified payroll' means, with 
     respect to a taxpayer for any calendar year, the aggregate 
     wages (as defined in section 3121(a)) paid by the corporation 
     during such calendar year.
       ``(B) Exception for changes in ownership of trades or 
     businesses.--
       ``(i) Acquisitions.--If, after December 31, 2009, and 
     before the close of the first taxable year following the 
     election year, a taxpayer acquires the trade or business of a 
     predecessor, then the qualified payroll of such taxpayer for 
     any calendar year shall be increased by so much of the 
     qualified payroll of the predecessor for such calendar year 
     as was attributable to the trade or business acquired by the 
     taxpayer.
       ``(ii) Dispositions.--If, after December 31, 2009, and 
     before the close of the first taxable year following the 
     election year, a taxpayer disposes of a trade or business, 
     then--

       ``(I) the qualified payroll of such taxpayer for calendar 
     year 2010 shall be decreased by the amount of wages for such 
     calendar year as were attributable to the trade or business 
     which was disposed of by the taxpayer, and
       ``(II) if the disposition occurs after the beginning of the 
     first taxable year following the election year, the qualified 
     payroll of such taxpayer for the calendar year which begins 
     with or within such taxable year shall be decreased by the 
     amount of wages for such calendar year as were attributable 
     to the trade or business which was disposed of by the 
     taxpayer.

       ``(C) Special rule.--For purposes of determining qualified 
     payroll for any calendar year after calendar year 2011, such 
     term shall not include wages paid to any individual if such 
     individual received compensation from the taxpayer for 
     services performed--
       ``(i) after the date of the enactment of this paragraph, 
     and
       ``(ii) at a time when such individual was not an employee 
     of the taxpayer.''.
       (3) Reduction for failure to maintain employment levels.--
     Paragraph (4) of section 965(b) of such Code (relating to 
     limitations) is amended to read as follows:
       ``(4) Reduction in benefits for failure to maintain 
     employment levels.--
       ``(A) In general.--If, during the period consisting of the 
     calendar month in which the taxpayer first receives a 
     distribution described in subsection (a)(1) and the 
     succeeding 23 calendar months, the taxpayer does not maintain 
     an average employment level at least equal to the taxpayer's 
     prior average employment, an additional amount equal to 
     $75,000 multiplied by the number of employees by which the 
     taxpayer's average employment level during such period falls 
     below the prior average employment (but not exceeding the 
     aggregate amount allowed as a deduction pursuant to 
     subsection (a)(1)) shall be taken into income by the taxpayer 
     during the taxable year that includes the final day of such 
     period.
       ``(B) Average employment level.--For purposes of this 
     paragraph, the taxpayer's average employment level for a 
     period shall be the average number of full-time United States 
     employees of the taxpayer, measured at the end of each month 
     during the period.
       ``(C) Prior average employment.--For purposes of this 
     paragraph, the taxpayer's `prior average employment' shall be 
     the average number of full-time United States employees of 
     the taxpayer during the period consisting of the 24 calendar 
     months immediately preceding the calendar month in which the 
     taxpayer first receives a distribution described in 
     subsection (a)(1).
       ``(D) Full-time united states employee.--For purposes of 
     this paragraph--
       ``(i) In general.--The term `full-time United States 
     employee' means an individual who provides services in the 
     United States as a full-time employee, based on the 
     employer's standards and practices; except that regardless of 
     the employer's classification of the employee, an employee 
     whose normal schedule is 40 hours or more per week is 
     considered a full-time employee.
       ``(ii) Exception for changes in ownership of trades or 
     businesses.--Such term does not include--

       ``(I) any individual who was an employee, on the date of 
     acquisition, of any trade or business acquired by the 
     taxpayer during the 24-month period referred to in 
     subparagraph (A), and
       ``(II) any individual who was an employee of any trade or 
     business disposed of by the taxpayer during the 24-month 
     period referred to in subparagraph (A) or the 24-month period 
     referred to in subparagraph (C).

       ``(E) Aggregation rules.--In determining the taxpayer's 
     average employment level and prior average employment, all 
     domestic members of a controlled group shall be treated as a 
     single taxpayer.''.
       (d) Effective Date.--The amendments made by this section 
     shall apply to taxable years ending after the date of the 
     enactment of this Act.
                                 ______
                                 
  SA 1842. Mr. CORKER submitted an amendment intended to be proposed by 
him to the bill H.R. 3606, to increase American job creation and 
economic growth by improving access to the public capital markets for 
emerging growth companies; which was ordered to lie on the table; as 
follows:

       At the end, add the following:

         TITLE VII--LIQUIDITY PROTECTION FOR PRIVATE COMPANIES

     SEC. 801. SHORT TITLE.

       This title may be cited as the ``Liquidity Protection for 
     Private Companies Act of 2012''.

     SEC. 802. CLARIFICATION OF PERMITTED ACTIVITIES FOR MARKET-
                   MAKERS.

       Section 13 of the Bank Holding Company Act of 1956 (12 
     U.S.C. 1851) is amended--
       (1) by redesignating subsections (g) and (h) as subsections 
     (h) and (i), respectively; and
       (2) by inserting after subsection (f) the following:
       ``(g) Protection of Liquidity.--Rules issued under this 
     section shall not impede the ability of a regulated firm to 
     provide reasonable liquidity to its clients, customers, or 
     counterparties. Any such rules proposed or promulgated prior 
     to the date of enactment of the Liquidity Protection for 
     Private Companies Act of 2012 shall have no force or 
     effect.''.

     SEC. 803. ELIMINATION OF PREFERENTIAL TREATMENT OF U. S. 
                   TREASURIES AND MORTGAGE BACKED SECURITIES.

       (a) In General.--Section 13(d)(1) of the Bank Holding 
     Company Act of 1956 (12 U.S.C. 1851(d)(1)) is amended--
       (1) by striking subparagraph (A); and
       (2) by redesignating subparagraphs (B) through (J) as 
     subparagraphs (A) through (I), respectively.
       (b) Technical and Conforming Amendments.--Section 13 of the 
     Bank Holding Company Act of 1956 (12 U.S.C. 1851) is 
     amended--
       (1) in subsection (c)(4), by striking ``subsection 
     (d)(1)(G)'' and inserting ``subsection (d)(1)(F)''; and
       (2) in subsection (f)--
       (A) by striking ``paragraph (d)(1)(G)'' each place that 
     term appears and inserting ``subsection (d)(1)(F)''; and
       (B) in paragraph (3)(A)--
       (i) in clause (i), by striking ``subsection (d)(1)(G)'' and 
     inserting ``subsection (d)(1)(F)''; and
       (ii) in clause (ii), by striking ``subsection 
     (d)(1)(G)(v)'' and inserting ``subsection (d)(1)(F)(v)''.
                                 ______
                                 
  SA 1843. Mr. MORAN (for himself and Mr. Manchin) submitted an 
amendment intended to be proposed by him to the bill H.R. 3606, to 
increase American job creation and economic growth by improving access 
to the public capital markets for emerging growth companies; which was 
ordered to lie on the table; as follows:

       At the end, add the following:

   TITLE VIII--FINANCIAL INSTITUTIONS EXAMINATION FAIRNESS AND REFORM

     SEC. 801. SHORT TITLE.

       This title may be cited as the ``Financial Institutions 
     Examination Fairness and Reform Act''.

[[Page 3547]]



     SEC. 802. TIMELINESS OF EXAMINATION REPORTS.

       The Federal Financial Institutions Examination Council Act 
     of 1978 (12 U.S.C. 3301 et seq.) is amended by adding at the 
     end the following:

     ``SEC. 1012. TIMELINESS OF EXAMINATION REPORTS.

       ``(a) In General.--
       ``(1) Final examination report.--A Federal financial 
     institutions regulatory agency shall provide a final 
     examination report to a financial institution not later than 
     60 days after the later of--
       ``(A) the exit interview for an examination of the 
     institution; or
       ``(B) the provision of additional information by the 
     institution relating to the examination.
       ``(2) Exit interview.--If a financial institution is not 
     subject to a resident examiner program, the exit interview 
     shall occur not later than the end of the 9-month period 
     beginning on the commencement of the examination, except that 
     such period may be extended by the Federal financial 
     institutions regulatory agency by providing written notice to 
     the institution and the Office of Examination Ombudsman 
     describing with particularity the reasons that a longer 
     period is needed to complete the examination.
       ``(b) Examination Materials.--Upon the request of a 
     financial institution, the Federal financial institutions 
     regulatory agency shall include with the final report under 
     this section an appendix listing all examination or other 
     factual information relied upon by the agency in support of a 
     material supervisory determination.''.

     SEC. 803. EXAMINATION STANDARDS.

       (a) In General.--The Federal Financial Institutions 
     Examination Council Act of 1978 (12 U.S.C. 3301 et seq.) is 
     amended by adding at the end the following:

     ``SEC. 1013. EXAMINATION STANDARDS.

       ``(a) In General.--In the examination of financial 
     institutions--
       ``(1) a commercial loan shall not be placed in non-accrual 
     status solely because the collateral for such loan has 
     deteriorated in value;
       ``(2) a modified or restructured commercial loan shall be 
     removed from non-accrual status if the borrower demonstrates 
     the ability to perform on such loan over a maximum period of 
     6 months, except that with respect to loans on a quarterly, 
     semiannual, or longer repayment schedule such period shall be 
     a maximum of 3 consecutive repayment periods;
       ``(3) a new appraisal on a performing commercial loan shall 
     not be required unless an advance of new funds is involved;
       ``(4) in classifying a commercial loan in which there has 
     been deterioration in collateral value, the amount to be 
     classified shall be the portion of the deficiency relating to 
     the decline in collateral value and repayment capacity of the 
     borrower.
       ``(b) Well Capitalized Institutions.--The Federal financial 
     institutions regulatory agencies may not require a financial 
     institution that is well capitalized to raise additional 
     capital in lieu of an action prohibited under subsection (a).
       ``(c) Consistent Loan Classifications.--The Federal 
     financial institutions regulatory agencies shall develop and 
     apply identical definitions and reporting requirements for 
     non-accrual loans.''.
       (b) Definition of Material Supervisory Determination.--
     Section 309(f)(1)(A) of the Riegle Community Development and 
     Regulatory Improvement Act of 1994 (12 U.S.C. 4806(f)(1)(A)) 
     is amended--
       (1) in clause (ii), by striking ``and'' at the end; and
       (2) by inserting after clause (iii) the following:
       ``(iv) any issue specifically listed in an exam report as a 
     matter requiring attention by the institution's management or 
     board of directors; and''.

     SEC. 804. EXAMINATION OMBUDSMAN.

       (a) In General.--The Federal Financial Institutions 
     Examination Council Act of 1978 (12 U.S.C. 3301 et seq.) is 
     amended by adding at the end the following:

     ``SEC. 1014. OFFICE OF EXAMINATION OMBUDSMAN.

       ``(a) Establishment.--There is established in the Council 
     an Office of Examination Ombudsman.
       ``(b) Head of Office.--There is established the position of 
     the Ombudsman, who shall serve as the head of the Office of 
     Examination Ombudsman, and who shall be hired separately by 
     the Council and shall be independent from any member agency 
     of the Council.
       ``(c) Staffing.--The Ombudsman is authorized to hire staff 
     to support the activities of the Office of Examination 
     Ombudsman.
       ``(d) Duties.--The Ombudsman shall--
       ``(1) receive and, at the Ombudsman's discretion, 
     investigate complaints from financial institutions, their 
     representatives, or another entity acting on behalf of such 
     institutions, concerning examinations, examination practices, 
     or examination reports;
       ``(2) hold meetings, at least once every three months and 
     in locations designed to encourage participation from all 
     sections of the United States, with financial institutions, 
     their representatives, or another entity acting on behalf of 
     such institutions, to discuss examination procedures, 
     examination practices, or examination policies;
       ``(3) review examination procedures of the Federal 
     financial institutions regulatory agencies to ensure that the 
     written examination policies of those agencies are being 
     followed in practice and adhere to the standards for 
     consistency established by the Council;
       ``(4) conduct a continuing and regular program of 
     examination quality assurance for all examination types 
     conducted by the Federal financial institutions regulatory 
     agencies;
       ``(5) process any supervisory appeal initiated under 
     section 1015 or section 309(e) of the Riegle Community 
     Development and Regulatory Improvement Act of 1994; and
       ``(6) report annually to the Committee on Financial 
     Services of the House of Representatives, the Committee on 
     Banking, Housing, and Urban Affairs of the Senate, and the 
     Council, on the reviews carried out pursuant to paragraphs 
     (3) and (4), including compliance with the requirements set 
     forth in section 1012 regarding timeliness of examination 
     reports, and the Council's recommendations for improvements 
     in examination procedures, practices, and policies.
       ``(e) Confidentiality.--The Ombudsman shall keep 
     confidential all meetings, discussions, and information 
     provided by financial institutions.''.
       (b) Definition.--Section 1003 of the Federal Financial 
     Institutions Examination Council Act of 1978 (12 U.S.C. 3302) 
     is amended--
       (1) in paragraph (2), by striking ``and'' at the end;
       (2) in paragraph (3), by adding ``and'' at the end; and
       (3) by adding at the end the following:
       ``(4) the term `Ombudsman' means the Ombudsman established 
     under section 1014.''.

     SEC. 805. RIGHT TO APPEAL BEFORE AN INDEPENDENT 
                   ADMINISTRATIVE LAW JUDGE.

       The Federal Financial Institutions Examination Council Act 
     of 1978 (12 U.S.C. 3301 et seq.) is amended by adding at the 
     end the following:

     ``SEC. 1015. RIGHT TO APPEAL BEFORE AN INDEPENDENT 
                   ADMINISTRATIVE LAW JUDGE.

       ``(a) In General.--A financial institution shall have the 
     right to appeal a material supervisory determination 
     contained in a final report of examination.
       ``(b) Notice.--
       ``(1) Timing.--A financial institution seeking an appeal 
     under this section shall file a written notice with the 
     Ombudsman within 60 days after receiving the final report or 
     examination that is the subject of such appeal.
       ``(2) Identification of determination.--The written notice 
     shall identify the material supervisory determination that is 
     the subject of the appeal, and a statement of the reasons why 
     the institution believes that the determination is incorrect 
     or should otherwise be modified.
       ``(3) Information to be provided to institution.--Any 
     information relied upon by the agency in the final report 
     that is not in the possession of the financial institution 
     may be requested by the financial institution and shall be 
     delivered promptly by the agency to the financial 
     institution.
       ``(c) Hearing Before Independent Administrative Law 
     Judge.--
       ``(1) In general.--The Ombudsman shall determine the merits 
     of the appeal on the record, after an opportunity for a 
     hearing before an independent administrative law judge.
       ``(2) Hearing procedures.--If a hearing is requested by the 
     financial institution, the hearing shall--
       ``(A) take place not later than 60 days after the notice of 
     the appeal was received by the Ombudsman; and
       ``(B) be conducted pursuant to the procedures set forth 
     under sections 556 and 557 of title 5, United States Code.
       ``(3) Judge recommendation; standard of review.--In any 
     hearing under this subsection--
       ``(A) the administrative law judge shall recommend to the 
     Ombudsman what determination should be made; and
       ``(B) in making such recommendation, the administrative law 
     judge shall not defer to the opinions of the examiner or 
     agency, but shall independently determine the appropriateness 
     of the agency's decision based upon the relevant statutes, 
     regulations, and other appropriate guidance.
       ``(d) Final Decision.--A decision by the Ombudsman on an 
     appeal under this section shall--
       ``(1) be made not later than 60 days after the record has 
     been closed; and
       ``(2) be final agency action, and shall bind the agency 
     whose supervisory determination was the subject of the appeal 
     and the financial institution making the appeal.
       ``(e) Report.--The Ombudsman shall report annually to the 
     Committee on Financial Services of the House of 
     Representatives, the Committee on Banking, Housing, and Urban 
     Affairs of the Senate on actions taken on appeals under this 
     section, including the types of issues that financial 
     institutions have appealed and the results of those appeals. 
     In no case shall such a report contain information about 
     individual financial institutions or any confidential or 
     privileged information shared by financial institutions.

[[Page 3548]]

       ``(f) Retaliation Prohibited.--A Federal financial 
     institutions regulatory agency may not--
       ``(1) retaliate against a financial institution, including 
     service providers, or any institution-affiliated party, for 
     exercising appellate rights under this section; or
       ``(2) delay or deny any agency action that would benefit a 
     financial institution or any institution-affiliated party on 
     the basis that an appeal under this section is pending under 
     this section.''.

     SEC. 806. ADDITIONAL AMENDMENTS.

       (a) Riegle Community Development and Regulatory Improvement 
     Act of 1994.--Section 309 of the Riegle Community Development 
     and Regulatory Improvement Act of 1994 (12 U.S.C. 4806) is 
     amended--
       (1) in subsection (a), by inserting after ``appropriate 
     Federal banking agency'' the following: ``, the Bureau of 
     Consumer Financial Protection,'';
       (2) in subsection (b)--
       (A) in paragraph (2), by striking ``the appellant from 
     retaliation by agency examiners'' and inserting ``the insured 
     depository institution or insured credit union from 
     retaliation by an agency referred to in subsection (a)'';
       (B) by redesignating paragraphs (1) and (2) as 
     subparagraphs (A) and (B), respectively, and adjusting the 
     margins accordingly;
       (C) by striking ``In establishing'' and inserting the 
     following:
       ``(1) In general.--In establishing''; and
       (D) by adding at the end the following:
       ``(2) Retaliation.--For purposes of this subsection and 
     subsection (e), retaliation includes delaying consideration 
     of, or withholding approval of, any request, notice, or 
     application that otherwise would have been approved, but for 
     the exercise of the institution's or credit union's rights 
     under this section.''; and
       (3) in subsection (e)(2)--
       (A) in subparagraph (B), by striking ``and'' at the end;
       (B) in subparagraph (C), by striking the period and 
     inserting ``; and''; and
       (C) by adding at the end the following:
       ``(D) ensure that appropriate safeguards exist for 
     protecting the insured depository institution or insured 
     credit union from retaliation by any agency referred to in 
     subsection (a) for exercising its rights under this 
     subsection.''.
       (b) Federal Deposit Insurance Act.--Section 18(x) of the 
     Federal Deposit Insurance Act (12 U.S.C. 1828(x)) is amended 
     by inserting ``the Bureau of Consumer Financial Protection,'' 
     before ``any Federal banking agency'' each place that term 
     appears.
       (c) Federal Credit Union Act.--Section 205(j) of the 
     Federal Credit Union Act (12 U.S.C. 1785(j)) is amended by 
     inserting ``the Bureau of Consumer Financial Protection,'' 
     before ``the Administration'' each place that term appears.
       (d) Technical Corrections.--The Federal Financial 
     Institutions Examination Council Act of 1978 (12 U.S.C. 3301 
     et seq.) is amended--
       (1) in section 1003(1) (12 U.S.C. 3302(1)), by striking 
     ``the Office of Thrift Supervision,''; and
       (2) in section 1005 (12 U.S.C. 3304), by striking ``One-
     fifth'' and inserting ``One-fourth''.
                                 ______
                                 
  SA 1844. Mr. CORKER submitted an amendment intended to be proposed by 
him to the bill H.R. 3606, to increase American job creation and 
economic growth by improving access to the public capital markets for 
emerging growth companies; which was ordered to lie on the table; as 
follows:

       At the appropriate place, insert the following:

     SEC. ___. CLARIFICATION OF QUALIFIED MORTGAGE EXCEPTION.

       (a) In General.--Section 129C(b) of the Truth in Lending 
     Act (15 U.S.C. 1639c(b)), as added by section 1412 of the 
     Dodd-Frank Wall Street Reform and Consumer Protection Act, is 
     amended--
       (1) in the subsection heading, by striking ``Presumption of 
     Ability To Repay'' and inserting ``Exception for Qualified 
     Mortgages'';
       (2) by amending paragraph (1) to read as follows:
       ``(1) In general.--Subsection (a) shall not apply to a 
     residential mortgage loan that is a qualified mortgage.''; 
     and
       (3) in paragraph (3), by amending subparagraph (B) to read 
     as follows:
       ``(B) Loan definition.--The following agencies shall, in 
     consultation with the Bureau, prescribe rules defining the 
     types of loans they insure, guarantee, or administer, as the 
     case may be, that are qualified mortgages for purposes of 
     paragraph (2)(A):
       ``(i) The Department of Housing and Urban Development, with 
     regard to mortgages insured under the National Housing Act 
     (12 U.S.C. 1707 et seq.).
       ``(ii) The Department of Veterans Affairs, with regard to a 
     loan made or guaranteed by the Secretary of Veterans Affairs.
       ``(iii) The Department of Agriculture, with regard to loans 
     guaranteed by the Secretary of Agriculture pursuant to 
     section 502(h) of the Housing Act of 1949 (42 U.S.C. 
     1472(h)).
       ``(iv) The Rural Housing Service, with regard to loans 
     insured by the Rural Housing Service.''.
       (b) Effective Date.--The amendments made by this section 
     shall take effect as if enacted as part of the Dodd-Frank 
     Wall Street Reform and Consumer Protection Act (Public Law 
     111-203; 124 Stat. 1376).
                                 ______
                                 
  SA 1845. Mr. CORKER submitted an amendment intended to be proposed by 
him to the bill H.R. 3606, to increase American job creation and 
economic growth by improving access to the public capital markets for 
emerging growth companies; which was ordered to lie on the table; as 
follows:

       At the appropriate place, insert the following:

     SEC. __. REFORM OF PROHIBITION ON SWAP ACTIVITY ASSISTANCE.

       Section 716 of the Dodd Frank Wall Street Reform and 
     Consumer Protection Act (15 U.S.C. 8305) is amended--
       (1) in subsection (b), by adding at the end the following:
       ``(3) Covered depository institution.--The term `covered 
     depository institution' means--
       ``(A) an insured depository institution; and
       ``(B) a United States uninsured branch or agency of a 
     foreign bank that has a prudential regulator.''; and
       (2) in subsection (c)--
       (A) in the subsection heading, by striking ``Insured'' and 
     inserting ``Covered'';
       (B) by striking ``an insured'' and inserting ``a covered'';
       (C) by striking ``such insured'' and inserting ``such 
     covered''; and
       (D) by striking ``or savings and loan holding company'' and 
     inserting ``savings and loan holding company, or foreign 
     banking organization (as defined in section 211.21(o) of 
     title 12, Code of Federal Regulations (commonly known as 
     `Regulation K'), or any successor to such regulation)'';
       (3) in subsection (e), by striking ``an insured'' and 
     inserting ``a covered'';
       (4) in subsection (f)--
       (A) by striking ``an insured'' and inserting ``a covered''; 
     and
       (B) by striking ``the insured'' each place that term 
     appears and inserting ``the covered'';
       (5) in subsection (g), by striking ``insured'' and 
     inserting ``covered''; and
       (6) in subsection (m), by striking ``An insured'' and 
     inserting ``A covered''.
                                 ______
                                 
  SA 1846. Mr. CARDIN (for himself, Ms. Landrieu, and Ms. Snowe) 
submitted an amendment intended to be proposed by him to the bill H.R. 
3606, to increase American job creation and economic growth by 
improving access to the public capital markets for emerging growth 
companies; which was ordered to lie on the table; as follows:

       At the appropriate place, insert the following:

     SEC. __. REMOVAL OF SUNSET DATES FOR CERTAIN PROVISIONS OF 
                   THE SMALL BUSINESS INVESTMENT ACT OF 1958.

       (a) Maximum Bond Amount.--Section 411(a)(1) of the Small 
     Business Investment Act of 1958 (15 U.S.C. 694b(a)(1)) is 
     amended by striking ``does not exceed'' and all that follows 
     and inserting ``does not exceed $5,000,000.''.
       (b) Denial of Liability.--Section 411(e)(2) of the Small 
     Business Investment Act of 1958 (15 U.S.C. 694b(e)(2)) is 
     amended by striking ``bonds exceeds'' and all that follows 
     and inserting ``bonds exceeds $5,000,000,''.
                                 ______
                                 
  SA 1847. Mr. REID (for Mr. Boozman (for himself and Mr. Pryor)) 
proposed an amendment to the bill H.R. 886, to require the Secretary of 
the Treasury to mint coins in commemoration of the 225th anniversary of 
the establishment of the Nation's first Federal law enforcement agency, 
the United States Marshals Service; as follows:

       At the end, add the following:

     SEC. 8. FINANCIAL ASSURANCES.

       The Secretary shall take such actions as may be necessary 
     to ensure that--
       (1) minting and issuing coins under this Act will not 
     result in any net cost to the United States Government;
       (2) no funds, including applicable surcharges, shall be 
     disbursed to any recipient designated in section 7 until the 
     total cost of designing and issuing all of the coins 
     authorized by this Act (including labor, materials, dies, use 
     of machinery, overhead expenses, marketing, and shipping) is 
     recovered by the United States Treasury, consistent with 
     sections 5112(m) and 5134(f) of title 31, United States Code.

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