  title vii wall street transparency and accountability  sec 701 short title  this title may be cited as the wall street transparency and accountability act of 2010    subtitle a regulation of over-the-counter swaps markets  part i regulatory authority  sec 711 definitions  in this subtitle, the terms prudential regulator , swap , swap dealer , major swap participant , swap data repository , associated person of a swap dealer or major swap participant , eligible contract participant , swap execution facility , security-based swap , security-based swap dealer , major security-based swap participant , and associated person of a security-based swap dealer or major security-based swap participant have the meanings given the terms in section 1a of the commodity exchange act 7 usc 1a , including any modification of the meanings under section 721 b of this act    sec 712 review of regulatory authority  a consultation  1 commodity futures trading commission before commencing any rulemaking or issuing an order regarding swaps, swap dealers, major swap participants, swap data repositories, derivative clearing organizations with regard to swaps, persons associated with a swap dealer or major swap participant, eligible contract participants, or swap execution facilities pursuant to this subtitle, the commodity futures trading commission shall consult and coordinate to the extent possible with the securities and exchange commission and the prudential regulators for the purposes of assuring regulatory consistency and comparability, to the extent possible   2 securities and exchange commission before commencing any rulemaking or issuing an order regarding security-based swaps, security-based swap dealers, major security-based swap participants, security-based swap data repositories, clearing agencies with regard to security-based swaps, persons associated with a security-based swap dealer or major security-based swap participant, eligible contract participants with regard to security-based swaps, or security-based swap execution facilities pursuant to subtitle b, the securities and exchange commission shall consult and coordinate to the extent possible with the commodity futures trading commission and the prudential regulators for the purposes of assuring regulatory consistency and comparability, to the extent possible   3 procedures and deadline such regulations shall be prescribed in accordance with applicable requirements of title 5, united states code, and shall be issued in final form not later than 360 days after the date of enactment of this act   4 applicability the requirements of paragraphs 1 and 2 shall not apply to an order issued  a in connection with or arising from a violation or potential violation of any provision of the commodity exchange act 7 usc 1 et seq   b in connection with or arising from a violation or potential violation of any provision of the securities laws or   c in any proceeding that is conducted on the record in accordance with sections 556 and 557 of title 5, united states code    5 effect nothing in this subsection authorizes any consultation or procedure for consultation that is not consistent with the requirements of subchapter ii of chapter 5, and chapter 7, of title 5, united states code commonly known as the administrative procedure act   6 rules orders in developing and promulgating rules or orders pursuant to this subsection, each commission shall consider the views of the prudential regulators   7 treatment of similar products and entities  a in general in adopting rules and orders under this subsection, the commodity futures trading commission and the securities and exchange commission shall treat functionally or economically similar products or entities described in paragraphs 1 and 2 in a similar manner   b effect nothing in this subtitle requires the commodity futures trading commission or the securities and exchange commission to adopt joint rules or orders that treat functionally or economically similar products or entities described in paragraphs 1 and 2 in an identical manner    8 mixed swaps the commodity futures trading commission and the securities and exchange commission, after consultation with the board of governors, shall jointly prescribe such regulations regarding mixed swaps, as described in section 1a 47 d of the commodity exchange act 7 usc 1a 47 d and in section 3 a 68 d of the securities exchange act of 1934 15 usc 78c a 68 d , as may be necessary to carry out the purposes of this title    b limitation  1 commodity futures trading commission nothing in this title, unless specifically provided, confers jurisdiction on the commodity futures trading commission to issue a rule, regulation, or order providing for oversight or regulation of  a security-based swaps or   b with regard to its activities or functions concerning security-based swaps  i security-based swap dealers   ii major security-based swap participants   iii security-based swap data repositories   iv associated persons of a security-based swap dealer or major security-based swap participant   v eligible contract participants with respect to security-based swaps or   vi swap execution facilities with respect to security-based swaps     2 securities and exchange commission nothing in this title, unless specifically provided, confers jurisdiction on the securities and exchange commission or state securities regulators to issue a rule, regulation, or order providing for oversight or regulation of  a swaps or   b with regard to its activities or functions concerning swaps  i swap dealers   ii major swap participants   iii swap data repositories   iv persons associated with a swap dealer or major swap participant   v eligible contract participants with respect to swaps or   vi swap execution facilities with respect to swaps     3 prohibition on certain futures associations and national securities associations  a futures associations notwithstanding any other provision of law including regulations , unless otherwise authorized by this title, no futures association registered under section 17 of the commodity exchange act 7 usc 21 may issue a rule, regulation, or order for the oversight or regulation of, or otherwise assert jurisdiction over, for any purpose, any security-based swap, except that this subparagraph shall not limit the authority of a registered futures association to examine for compliance with, and enforce, its rules on capital adequacy   b national securities associations notwithstanding any other provision of law including regulations , unless otherwise authorized by this title, no national securities association registered under section 15a of the securities exchange act of 1934 15 usc 78o3 may issue a rule, regulation, or order for the oversight or regulation of, or otherwise assert jurisdiction over, for any purpose, any swap, except that this subparagraph shall not limit the authority of a national securities association to examine for compliance with, and enforce, its rules on capital adequacy     c objection to commission regulation  1 filing of petition for review  a in general if either commission referred to in this section determines that a final rule, regulation, or order of the other commission conflicts with subsection a 7 or b , then the complaining commission may obtain review of the final rule, regulation, or order in the united states court of appeals for the district of columbia circuit by filing in the court, not later than 60 days after the date of publication of the final rule, regulation, or order, a written petition requesting that the rule, regulation, or order be set aside   b expedited proceeding a proceeding described in subparagraph a shall be expedited by the united states court of appeals for the district of columbia circuit    2 transmittal of petition and record  a in general a copy of a petition described in paragraph 1 shall be transmitted not later than 1 business day after the date of filing by the complaining commission to the secretary of the responding commission   b duty of responding commission on receipt of the copy of a petition described in paragraph 1 , the responding commission shall file with the united states court of appeals for the district of columbia circuit  i a copy of the rule, regulation, or order under review including any documents referred to therein and   ii any other materials prescribed by the united states court of appeals for the district of columbia circuit     3 standard of review the united states court of appeals for the district of columbia circuit shall  a give deference to the views of neither commission and   b determine to affirm or set aside a rule, regulation, or order of the responding commission under this subsection, based on the determination of the court as to whether the rule, regulation, or order is in conflict with subsection a 7 or b , as applicable    4 judicial stay the filing of a petition by the complaining commission pursuant to paragraph 1 shall operate as a stay of the rule, regulation, or order until the date on which the determination of the united states court of appeals for the district of columbia circuit is final including any appeal of the determination    d joint rulemaking  1 in general notwithstanding any other provision of this title and subsections b and c , the commodity futures trading commission and the securities and exchange commission, in consultation with the board of governors, shall further define the terms swap , security-based swap , swap dealer , security-based swap dealer , major swap participant , major security-based swap participant , eligible contract participant , and security-based swap agreement in section 1a 47 a v of the commodity exchange act 7 usc 1a 47 a v and section 3 a 78 of the securities exchange act of 1934 15 usc 78c a 78   2 authority of the commissions  a in general notwithstanding any other provision of this title, the commodity futures trading commission and the securities and exchange commission, in consultation with the board of governors, shall jointly adopt such other rules regarding such definitions as the commodity futures trading commission and the securities and exchange commission determine are necessary and appropriate, in the public interest, and for the protection of investors   b trade repository recordkeeping notwithstanding any other provision of this title, the commodity futures trading commission and the securities and exchange commission, in consultation with the board of governors, shall engage in joint rulemaking to jointly adopt a rule or rules governing the books and records that are required to be kept and maintained regarding security-based swap agreements by persons that are registered as swap data repositories under the commodity exchange act, including uniform rules that specify the data elements that shall be collected and maintained by each repository   c books and records notwithstanding any other provision of this title, the commodity futures trading commission and the securities and exchange commission, in consultation with the board of governors, shall engage in joint rulemaking to jointly adopt a rule or rules governing books and records regarding security-based swap agreements, including daily trading records, for swap dealers, major swap participants, security-based swap dealers, and security-based swap participants   d comparable rules rules and regulations prescribed jointly under this title by the commodity futures trading commission and the securities and exchange commission shall be comparable to the maximum extent possible, taking into consideration differences in instruments and in the applicable statutory requirements   e tracking uncleared transactions any rules prescribed under subparagraph a shall require the maintenance of records of all activities relating to security-based swap agreement transactions defined under subparagraph a that are not cleared   f sharing of information the commodity futures trading commission shall make available to the securities and exchange commission information relating to security-based swap agreement transactions defined in subparagraph a that are not cleared    3 financial stability oversight council in the event that the commodity futures trading commission and the securities and exchange commission fail to jointly prescribe rules pursuant to paragraph 1 or 2 in a timely manner, at the request of either commission, the financial stability oversight council shall resolve the dispute  a within a reasonable time after receiving the request   b after consideration of relevant information provided by each commission and   c by agreeing with 1 of the commissions regarding the entirety of the matter or by determining a compromise position    4 joint interpretation any interpretation of, or guidance by either commission regarding, a provision of this title, shall be effective only if issued jointly by the commodity futures trading commission and the securities and exchange commission, after consultation with the board of governors, if this title requires the commodity futures trading commission and the securities and exchange commission to issue joint regulations to implement the provision    e global rulemaking timeframe unless otherwise provided in this title, or an amendment made by this title, the commodity futures trading commission or the securities and exchange commission, or both, shall individually, and not jointly, promulgate rules and regulations required of each commission under this title or an amendment made by this title not later than 360 days after the date of enactment of this act   f rules and registration before final effective dates beginning on the date of enactment of this act and notwithstanding the effective date of any provision of this act, the commodity futures trading commission and the securities and exchange commission may, in order to prepare for the effective dates of the provisions of this act  1 promulgate rules, regulations, or orders permitted or required by this act   2 conduct studies and prepare reports and recommendations required by this act   3 register persons under the provisions of this act and   4 exempt persons, agreements, contracts, or transactions from provisions of this act, under the terms contained in this act,  provided, however, that no action by the commodity futures trading commission or the securities and exchange commission described in paragraphs 1 through 4 shall become effective prior to the effective date applicable to such action under the provisions of this act    sec 713 portfolio margining conforming changes  a securities exchange act of 1934 section 15 c 3 of the securities exchange act of 1934 15 usc 78o c 3 is amended by adding at the end the following  c notwithstanding any provision of sections 2 a 1 c i or 4d a 2 of the commodity exchange act and the rules and regulations thereunder, and pursuant to an exemption granted by the commission under section 36 of this title or pursuant to a rule or regulation, cash and securities may be held by a broker or dealer registered pursuant to subsection b 1 and also registered as a futures commission merchant pursuant to section 4f a 1 of the commodity exchange act, in a portfolio margining account carried as a futures account subject to section 4d of the commodity exchange act and the rules and regulations thereunder, pursuant to a portfolio margining program approved by the commodity futures trading commission, and subject to subchapter iv of chapter 7 of title 11 of the united states code and the rules and regulations thereunder the commission shall consult with the commodity futures trading commission to adopt rules to ensure that such transactions and accounts are subject to comparable requirements to the extent practicable for similar products     b commodity exchange act section 4d of the commodity exchange act 7 usc 6d is amended by adding at the end the following  h notwithstanding subsection a 2 or the rules and regulations thereunder, and pursuant to an exemption granted by the commission under section 4 c of this act or pursuant to a rule or regulation, a futures commission merchant that is registered pursuant to section 4f a 1 of this act and also registered as a broker or dealer pursuant to section 15 b 1 of the securities exchange act of 1934 may, pursuant to a portfolio margining program approved by the securities and exchange commission pursuant to section 19 b of the securities exchange act of 1934, hold in a portfolio margining account carried as a securities account subject to section 15 c 3 of the securities exchange act of 1934 and the rules and regulations thereunder, a contract for the purchase or sale of a commodity for future delivery or an option on such a contract, and any money, securities or other property received from a customer to margin, guarantee or secure such a contract, or accruing to a customer as the result of such a contract the commission shall consult with the securities and exchange commission to adopt rules to ensure that such transactions and accounts are subject to comparable requirements to the extent practical for similar products     c duty of commodity futures trading commission section 20 of the commodity exchange act 7 usc 24 is amended by adding at the end the following  c the commission shall exercise its authority to ensure that securities held in a portfolio margining account carried as a futures account are customer property and the owners of those accounts are customers for the purposes of subchapter iv of chapter 7 of title 11 of the united states code      sec 714 abusive swaps  the commodity futures trading commission or the securities and exchange commission, or both, individually may, by rule or order  1 collect information as may be necessary concerning the markets for any types of  a swap as defined in section 1a of the commodity exchange act 7 usc 1a or   b security-based swap as defined in section 1a of the commodity exchange act 7 usc 1a and    2 issue a report with respect to any types of swaps or security-based swaps that the commodity futures trading commission or the securities and exchange commission determines to be detrimental to  a the stability of a financial market or   b participants in a financial market      sec 715 authority to prohibit participation in swap activities  except as provided in section 4 of the commodity exchange act 7 usc 6 , if the commodity futures trading commission or the securities and exchange commission determines that the regulation of swaps or security-based swaps markets in a foreign country undermines the stability of the united states financial system, either commission, in consultation with the secretary of the treasury, may prohibit an entity domiciled in the foreign country from participating in the united states in any swap or security-based swap activities    sec 716 prohibition against federal government bailouts of swaps entities  a prohibition on federal assistance notwithstanding any other provision of law including regulations , no federal assistance may be provided to any swaps entity with respect to any swap, security-based swap, or other activity of the swaps entity   b definitions in this section  1 federal assistance the term federal assistance means the use of any advances from any federal reserve credit facility or discount window that is not part of a program or facility with broad-based eligibility under section 13 3 a of the federal reserve act, federal deposit insurance corporation insurance or guarantees for the purpose of  a making any loan to, or purchasing any stock, equity interest, or debt obligation of, any swaps entity   b purchasing the assets of any swaps entity   c guaranteeing any loan or debt issuance of any swaps entity or   d entering into any assistance arrangement including tax breaks , loss sharing, or profit sharing with any swaps entity    2 swaps entity  a in general the term swaps entity means any swap dealer, security-based swap dealer, major swap participant, major security-based swap participant, that is registered under  i the commodity exchange act 7 usc 1 et seq or   ii the securities exchange act of 1934 15 usc 78a et seq    b exclusion the term swaps entity does not include any major swap participant or major security-based swap participant that is an insured depository institution     c affiliates of insured depository institutions the prohibition on federal assistance contained in subsection a does not apply to and shall not prevent an insured depository institution from having or establishing an affiliate which is a swaps entity, as long as such insured depository institution is part of a bank holding company, or savings and loan holding company, that is supervised by the federal reserve and such swaps entity affiliate complies with sections 23a and 23b of the federal reserve act and such other requirements as the commodity futures trading commission or the securities exchange commission, as appropriate, and the board of governors of the federal reserve system, may determine to be necessary and appropriate   d only bona fide hedging and traditional bank activities permitted the prohibition in subsection a shall apply to any insured depository institution unless the insured depository institution limits its swap or security-based swap activities to  1 hedging and other similar risk mitigating activities directly related to the insured depository institution s activities   2 acting as a swaps entity for swaps or security-based swaps involving rates or reference assets that are permissible for investment by a national bank under the paragraph designated as seventh of section 5136 of the revised statutes of the united states 12 usc 24 , other than as described in paragraph 3   3 limitation on credit default swaps acting as a swaps entity for credit default swaps, including swaps or security-based swaps referencing the credit risk of asset-backed securities as defined in section 3 a 77 of the securities exchange act of 1934 15 usc 78c a 77 as amended by this act shall not be considered a bank permissible activity for purposes of subsection d 2 unless such swaps or security-based swaps are cleared by a derivatives clearing organization as such term is defined in section la of the commodity exchange act 7 usc la or a clearing agency as such term is defined in section 3 of the securities exchange act 15 usc 78c that is registered, or exempt from registration, as a derivatives clearing organization under the commodity exchange act or as a clearing agency under the securities exchange act, respectively    e existing swaps and security-based swaps the prohibition in subsection a shall only apply to swaps or security-based swaps entered into by an insured depository institution after the end of the transition period described in subsection f   f transition period to the extent an insured depository institution qualifies as a swaps entity and would be subject to the federal assistance prohibition in subsection a , the appropriate federal banking agency, after consulting with and considering the views of the commodity futures trading commission or the securities exchange commission, as appropriate, shall permit the insured depository institution up to 24 months to divest the swaps entity or cease the activities that require registration as a swaps entity in establishing the appropriate transition period to effect such divestiture or cessation of activities, which may include making the swaps entity an affiliate of the insured depository institution, the appropriate federal banking agency shall take into account and make written findings regarding the potential impact of such divestiture or cessation of activities on the insured depository institution s 1 mortgage lending, 2 small business lending, 3 job creation, and 4 capital formation versus the potential negative impact on insured depositors and the deposit insurance fund of the federal deposit insurance corporation the appropriate federal banking agency may consider such other factors as may be appropriate the appropriate federal banking agency may place such conditions on the insured depository institution s divestiture or ceasing of activities of the swaps entity as it deems necessary and appropriate the transition period under this subsection may be extended by the appropriate federal banking agency, after consultation with the commodity futures trading commission and the securities and exchange commission, for a period of up to 1 additional year   g excluded entities for purposes of this section, the term swaps entity shall not include any insured depository institution under the federal deposit insurance act or a covered financial company under title ii which is in a conservatorship, receivership, or a bridge bank operated by the federal deposit insurance corporation   h effective date the prohibition in subsection a shall be effective 2 years following the date on which this act is effective   i liquidation required  1 in general  a fdic insured institutions all swaps entities that are fdic insured institutions that are put into receivership or declared insolvent as a result of swap or security-based swap activity of the swaps entities shall be subject to the termination or transfer of that swap or security-based swap activity in accordance with applicable law prescribing the treatment of those contracts no taxpayer funds shall be used to prevent the receivership of any swap entity resulting from swap or security-based swap activity of the swaps entity   b institutions that pose a systemic risk and are subject to heightened prudential supervision as regulated under section 113 all swaps entities that are institutions that pose a systemic risk and are subject to heightened prudential supervision as regulated under section 113, that are put into receivership or declared insolvent as a result of swap or security-based swap activity of the swaps entities shall be subject to the termination or transfer of that swap or security-based swap activity in accordance with applicable law prescribing the treatment of those contracts no taxpayer funds shall be used to prevent the receivership of any swap entity resulting from swap or security-based swap activity of the swaps entity   c non-fdic insured, non-systemically significant institutions not subject to heightened prudential supervision as regulated under section 113 no taxpayer resources shall be used for the orderly liquidation of any swaps entities that are non-fdic insured, non-systemically significant institutions not subject to heightened prudential supervision as regulated under section 113    2 recovery of funds all funds expended on the termination or transfer of the swap or security-based swap activity of the swaps entity shall be recovered in accordance with applicable law from the disposition of assets of such swap entity or through assessments, including on the financial sector as provided under applicable law   3 no losses to taxpayers taxpayers shall bear no losses from the exercise of any authority under this title    j prohibition on unregulated combination of swaps entities and banking at no time following adoption of the rules in subsection k may a bank or bank holding company be permitted to be or become a swap entity unless it conducts its swap or security-based swap activity in compliance with such minimum standards set by its prudential regulator as are reasonably calculated to permit the swaps entity to conduct its swap or security-based swap activities in a safe and sound manner and mitigate systemic risk   k rules in prescribing rules, the prudential regulator for a swaps entity shall consider the following factors  1 the expertise and managerial strength of the swaps entity, including systems for effective oversight   2 the financial strength of the swaps entity   3 systems for identifying, measuring and controlling risks arising from the swaps entity s operations   4 systems for identifying, measuring and controlling the swaps entity s participation in existing markets   5 systems for controlling the swaps entity s participation or entry into in new markets and products    l authority of the financial stability oversight council the financial stability oversight council may determine that, when other provisions established by this act are insufficient to effectively mitigate systemic risk and protect taxpayers, that swaps entities may no longer access federal assistance with respect to any swap, security-based swap, or other activity of the swaps entity any such determination by the financial stability oversight council of a prohibition of federal assistance shall be made on an institution-by-institution basis, and shall require the vote of not fewer than two-thirds of the members of the financial stability oversight council, which must include the vote by the chairman of the council, the chairman of the board of governors of the federal reserve system, and the chairperson of the federal deposit insurance corporation notice and hearing requirements for such determinations shall be consistent with the standards provided in title i   m ban on proprietary trading in derivatives an insured depository institution shall comply with the prohibition on proprietary trading in derivatives as required by section 619 of the dodd-frank wall street reform and consumer protection act    sec 717 new product approval cftcsec process  a amendments to the commodity exchange act section 2 a 1 c of the commodity exchange act 7 usc 2 a 1 c is amended  1 in clause i by striking this and inserting i except as provided in subclause ii , this and   2 by adding at the end of clause i the following  ii this act shall apply to and the commission shall have jurisdiction with respect to accounts, agreements, and transactions involving, and may permit the listing for trading pursuant to section 5c c of, a put, call, or other option on 1 or more securities as defined in section 2 a 1 of the securities act of 1933 or section 3 a 10 of the securities exchange act of 1934 on the date of enactment of the futures trading act of 1982 , including any group or index of such securities, or any interest therein or based on the value thereof, that is exempted by the securities and exchange commission pursuant to section 36 a 1 of the securities exchange act of 1934 with the condition that the commission exercise concurrent jurisdiction over such put, call, or other option provided, however, that nothing in this paragraph shall be construed to affect the jurisdiction and authority of the securities and exchange commission over such put, call, or other option      b amendments to the securities exchange act of 1934 the securities exchange act of 1934 is amended by adding the following section after section 3a 15 usc 78c1  sec 3b securities-related derivatives  a any agreement, contract, or transaction or class thereof that is exempted by the commodity futures trading commission pursuant to section 4 c 1 of the commodity exchange act 7 usc 6 c 1 with the condition that the commission exercise concurrent jurisdiction over such agreement, contract, or transaction or class thereof shall be deemed a security for purposes of the securities laws   b with respect to any agreement, contract, or transaction or class thereof that is exempted by the commodity futures trading commission pursuant to section 4 c 1 of the commodity exchange act 7 usc 6 c 1 with the condition that the commission exercise concurrent jurisdiction over such agreement, contract, or transaction or class thereof , references in the securities laws to the purchase or sale of a security shall be deemed to include the execution, termination prior to its scheduled maturity date , assignment, exchange, or similar transfer or conveyance of, or extinguishing of rights or obligations under such agreement, contract, or transaction, as the context may require      c amendment to securities exchange act of 1934 section 19 b of the securities exchange act of 1934 15 usc 78s b is amended by adding at the end the following  10 notwithstanding paragraph 2 , the time period within which the commission is required by order to approve a proposed rule change or institute proceedings to determine whether the proposed rule change should be disapproved is stayed pending a determination by the commission upon the request of the commodity futures trading commission or its chairman that the commission issue a determination as to whether a product that is the subject of such proposed rule change is a security pursuant to section 718 of the wall street transparency and accountability act of 2010     d amendment to commodity exchange act section 5c c 1 of the commodity exchange act 7 usc 7a2 c 1 is amended  1 by striking subject to paragraph 2 and inserting the following  a election subject to paragraph 2   and   2 by adding at the end the following  b certification the certification of a product pursuant to this paragraph shall be stayed pending a determination by the commission upon the request of the securities and exchange commission or its chairman that the commission issue a determination as to whether the product that is the subject of such certification is a contract of sale of a commodity for future delivery, an option on such a contract, or an option on a commodity pursuant to section 718 of the wall street transparency and accountability act of 2010       sec 718 determining status of novel derivative products  a process for determining the status of a novel derivative product  1 notice  a in general any person filing a proposal to list or trade a novel derivative product that may have elements of both securities and contracts of sale of a commodity for future delivery or options on such contracts or options on commodities may concurrently provide notice and furnish a copy of such filing with the securities and exchange commission and the commodity futures trading commission any such notice shall state that notice has been made with both commissions   b notification if no concurrent notice is made pursuant to subparagraph a , within 5 business days after determining that a proposal that seeks to list or trade a novel derivative product may have elements of both securities and contracts of sale of a commodity for future delivery or options on such contracts or options on commodities , the securities and exchange commission or the commodity futures trading commission, as applicable, shall notify the other commission and provide a copy of such filing to the other commission    2 request for determination  a in general no later than 21 days after receipt of a notice under paragraph 1 , or upon its own initiative if no such notice is received, the commodity futures trading commission may request that the securities and exchange commission issue a determination as to whether a product is a security, as defined in section 3 a 10 of the securities exchange act of 1934 15 usc 78c a 10   b request no later than 21 days after receipt of a notice under paragraph 1 , or upon its own initiative if no such notice is received, the securities and exchange commission may request that the commodity futures trading commission issue a determination as to whether a product is a contract of sale of a commodity for future delivery, an option on such a contract, or an option on a commodity subject to the commodity futures trading commissions exclusive jurisdiction under section 2 a 1 a of the commodity exchange act 7 usc 2 a 1 a   c requirement relating to request a request under subparagraph a or b shall be made by submitting such request, in writing, to the securities and exchange commission or the commodity futures trading commission, as applicable   d effect nothing in this paragraph shall be construed to prevent  i the commodity futures trading commission from requesting that the securities and exchange commission grant an exemption pursuant to section 36 a 1 of the securities exchange act of 1934 15 usc 78mm a 1 with respect to a product that is the subject of a filing under paragraph 1 or   ii the securities and exchange commission from requesting that the commodity futures trading commission grant an exemption pursuant to section 4 c 1 of the commodity exchange act 7 usc 6 c 1 with respect to a product that is the subject of a filing under paragraph 1 ,  provided , however, that nothing in this subparagraph shall be construed to require the commodity futures trading commission or the securities and exchange commission to issue an exemption requested pursuant to this subparagraph provided further , that an order granting or denying an exemption described in this subparagraph and issued under paragraph 3 b shall not be subject to judicial review pursuant to subsection b   e withdrawal of request a request under subparagraph a or b may be withdrawn by the commission making the request at any time prior to a determination being made pursuant to paragraph 3 for any reason by providing written notice to the head of the other commission    3 determination notwithstanding any other provision of law, no later than 120 days after the date of receipt of a request  a under subparagraph a or b of paragraph 2 , unless such request has been withdrawn pursuant to paragraph 2 e , the securities and exchange commission or the commodity futures trading commission, as applicable, shall, by order, issue the determination requested in subparagraph a or b of paragraph 2 , as applicable, and the reasons therefor or   b under paragraph 2 d , unless such request has been withdrawn, the securities and exchange commission or the commodity futures trading commission, as applicable, shall grant an exemption or provide reasons for not granting such exemption, provided that any decision by the securities and exchange commission not to grant such exemption shall not be reviewable under section 25 of the securities exchange act of 1934 15 usc 78y     b judicial resolution  1 in general the commodity futures trading commission or the securities and exchange commission may petition the united states court of appeals for the district of columbia circuit for review of a final order of the other commission issued pursuant to subsection a 3 a , with respect to a novel derivative product that may have elements of both securities and contracts of sale of a commodity for future delivery or options on such contracts or options on commodities that it believes affects its statutory jurisdiction within 60 days after the date of entry of such order, a written petition requesting a review of the order any such proceeding shall be expedited by the court of appeals   2 transmittal of petition and record a copy of a petition described in paragraph 1 shall be transmitted not later than 1 business day after filing by the complaining commission to the responding commission on receipt of the petition, the responding commission shall file with the court a copy of the order under review and any documents referred to therein, and any other materials prescribed by the court   3 standard of review the court, in considering a petition filed pursuant to paragraph 1 , shall give no deference to, or presumption in favor of, the views of either commission   4 judicial stay the filing of a petition by the complaining commission pursuant to paragraph 1 shall operate as a stay of the order, until the date on which the determination of the court is final including any appeal of the determination     sec 719 studies  a study on effects of position limits on trading on exchanges in the united states  1 study the commodity futures trading commission, in consultation with each entity that is a designated contract market under the commodity exchange act, shall conduct a study of the effects if any of the position limits imposed pursuant to the other provisions of this title on excessive speculation and on the movement of transactions from exchanges in the united states to trading venues outside the united states   2 report to the congress within 12 months after the imposition of position limits pursuant to the other provisions of this title, the commodity futures trading commission, in consultation with each entity that is a designated contract market under the commodity exchange act, shall submit to the congress a report on the matters described in paragraph 1   3 required hearing within 30 legislative days after the submission to the congress of the report described in paragraph 2 , the committee on agriculture of the house of representatives shall hold a hearing examining the findings of the report   4 biennial reporting in addition to the study required in paragraph 1 , the chairman of the commodity futures trading commission shall prepare and submit to the congress biennial reports on the growth or decline of the derivatives markets in the united states and abroad, which shall include assessments of the causes of any such growth or decline, the effectiveness of regulatory regimes in managing systemic risk, a comparison of the costs of compliance at the time of the report for market participants subject to regulation by the united states with the costs of compliance in december 2008 for the market participants, and the quality of the available data in preparing the report, the chairman shall solicit the views of, consult with, and address the concerns raised by, market participants, regulators, legislators, and other interested parties    b study on feasibility of requiring use of standardized algorithmic descriptions for financial derivatives  1 in general the securities and exchange commission and the commodity futures trading commission shall conduct a joint study of the feasibility of requiring the derivatives industry to adopt standardized computer-readable algorithmic descriptions which may be used to describe complex and standardized financial derivatives   2 goals the algorithmic descriptions defined in the study shall be designed to facilitate computerized analysis of individual derivative contracts and to calculate net exposures to complex derivatives the algorithmic descriptions shall be optimized for simultaneous use by  a commercial users and traders of derivatives   b derivative clearing houses, exchanges and electronic trading platforms   c trade repositories and regulator investigations of market activities and   d systemic risk regulators  the study will also examine the extent to which the algorithmic description, together with standardized and extensible legal definitions, may serve as the binding legal definition of derivative contracts the study will examine the logistics of possible implementations of standardized algorithmic descriptions for derivatives contracts the study shall be limited to electronic formats for exchange of derivative contract descriptions and will not contemplate disclosure of proprietary valuation models   3 international coordination in conducting the study, the securities and exchange commission and the commodity futures trading commission shall coordinate the study with international financial institutions and regulators as appropriate and practical   4 report within 8 months after the date of the enactment of this act, the securities and exchange commission and the commodity futures trading commission shall jointly submit to the committees on agriculture and on financial services of the house of representatives and the committees on agriculture, nutrition, and forestry and on banking, housing, and urban affairs of the senate a written report which contains the results of the study required by paragraphs 1 through 3    c international swap regulation  1 in general the commodity futures trading commission and the securities and exchange commission shall jointly conduct a study  a relating to  i swap regulation in the united states, asia, and europe and   ii clearing house and clearing agency regulation in the united states, asia, and europe and    b that identifies areas of regulation that are similar in the united states, asia and europe and other areas of regulation that could be harmonized    2 report not later than 18 months after the date of enactment of this act, the commodity futures trading commission and the securities and exchange commission shall submit to the committee on agriculture, nutrition, and forestry and the committee on banking, housing, and urban affairs of the senate and the committee on agriculture and the committee on financial services of the house of representatives a report that includes a description of the results of the study under subsection a , including  a identification of the major exchanges and their regulator in each geographic area for the trading of swaps and security-based swaps including a listing of the major contracts and their trading volumes and notional values as well as identification of the major swap dealers participating in such markets   b identification of the major clearing houses and clearing agencies and their regulator in each geographic area for the clearing of swaps and security-based swaps, including a listing of the major contracts and the clearing volumes and notional values as well as identification of the major clearing members of such clearing houses and clearing agencies in such markets   c a description of the comparative methods of clearing swaps in the united states, asia, and europe and   d a description of the various systems used for establishing margin on individual swaps, security-based swaps, and swap portfolios     d stable value contracts  1 determination  a status not later than 15 months after the date of the enactment of this act, the securities and exchange commission and the commodity futures trading commission shall, jointly, conduct a study to determine whether stable value contracts fall within the definition of a swap in making the determination required under this subparagraph, the commissions jointly shall consult with the department of labor, the department of the treasury, and the state entities that regulate the issuers of stable value contracts   b regulations if the commissions determine that stable value contracts fall within the definition of a swap, the commissions jointly shall determine if an exemption for stable value contracts from the definition of swap is appropriate and in the public interest the commissions shall issue regulations implementing the determinations required under this paragraph until the effective date of such regulations, and notwithstanding any other provision of this title, the requirements of this title shall not apply to stable value contracts   c legal certainty stable value contracts in effect prior to the effective date of the regulations described in subparagraph b shall not be considered swaps    2 definition for purposes of this subsection, the term stable value contract means any contract, agreement, or transaction that provides a crediting interest rate and guaranty or financial assurance of liquidity at contract or book value prior to maturity offered by a bank, insurance company, or other state or federally regulated financial institution for the benefit of any individual or commingled fund available as an investment in an employee benefit plan as defined in section 3 3 of the employee retirement income security act of 1974, including plans described in section 3 32 of such act subject to participant direction, an eligible deferred compensation plan as defined in section 457 b of the internal revenue code of 1986 that is maintained by an eligible employer described in section 457 e 1 a of such code, an arrangement described in section 403 b of such code, or a qualified tuition program as defined in section 529 of such code     sec 720 memorandum  a  1 the commodity futures trading commission and the federal energy regulatory commission shall, not later than 180 days after the date of the enactment of this act, negotiate a memorandum of understanding to establish procedures for  a applying their respective authorities in a manner so as to ensure effective and efficient regulation in the public interest   b resolving conflicts concerning overlapping jurisdiction between the 2 agencies and   c avoiding, to the extent possible, conflicting or duplicative regulation    2 such memorandum and any subsequent amendments to the memorandum shall be promptly submitted to the appropriate committees of congress    b the commodity futures trading commission and the federal energy regulatory commission shall, not later than 180 days after the date of the enactment of this section, negotiate a memorandum of understanding to share information that may be requested where either commission is conducting an investigation into potential manipulation, fraud, or market power abuse in markets subject to such commissions regulation or oversight shared information shall remain subject to the same restrictions on disclosure applicable to the commission initially holding the information     part ii regulation of swap markets  sec 721 definitions  a in general section 1a of the commodity exchange act 7 usc 1a is amended  1 by redesignating paragraphs 2 , 3 and 4 , 5 through 17 , 18 through 23 , 24 through 28 , 29 , 30 , 31 through 33 , and 34 as paragraphs 6 , 8 and 9 , 11 through 23 , 26 through 31 , 34 through 38 , 40 , 41 , 44 through 46 , and 51 , respectively   2 by inserting after paragraph 1 the following  2 appropriate federal banking agency the term appropriate federal banking agency  a has the meaning given the term in section 3 of the federal deposit insurance act 12 usc 1813   b means the board in the case of a noninsured state bank and   c is the farm credit administration for farm credit system institutions    3 associated person of a security-based swap dealer or major security-based swap participant the term associated person of a security-based swap dealer or major security-based swap participant has the meaning given the term in section 3 a of the securities exchange act of 1934 15 usc 78c a   4 associated person of a swap dealer or major swap participant  a in general the term associated person of a swap dealer or major swap participant means a person who is associated with a swap dealer or major swap participant as a partner, officer, employee, or agent or any person occupying a similar status or performing similar functions , in any capacity that involves  i the solicitation or acceptance of swaps or   ii the supervision of any person or persons so engaged    b exclusion other than for purposes of section 4s b 6 , the term associated person of a swap dealer or major swap participant does not include any person associated with a swap dealer or major swap participant the functions of which are solely clerical or ministerial    5 board the term board means the board of governors of the federal reserve system     3 by inserting after paragraph 6 as redesignated by paragraph 1 the following  7 cleared swap the term cleared swap means any swap that is, directly or indirectly, submitted to and cleared by a derivatives clearing organization registered with the commission     4 in paragraph 9 as redesignated by paragraph 1 , by striking except onions and all that follows through the period at the end and inserting the following except onions as provided by the first section of public law 85839 7 usc 131 and motion picture box office receipts or any index, measure, value, or data related to such receipts , and all services, rights, and interests except motion picture box office receipts, or any index, measure, value or data related to such receipts in which contracts for future delivery are presently or in the future dealt in   5 by inserting after paragraph 9 as redesignated by paragraph 1 the following  10 commodity pool  a in general the term commodity pool means any investment trust, syndicate, or similar form of enterprise operated for the purpose of trading in commodity interests, including any  i commodity for future delivery, security futures product, or swap   ii agreement, contract, or transaction described in section 2 c 2 c i or section 2 c 2 d i   iii commodity option authorized under section 4c or   iv leverage transaction authorized under section 19    b further definition the commission, by rule or regulation, may include within, or exclude from, the term commodity pool any investment trust, syndicate, or similar form of enterprise if the commission determines that the rule or regulation will effectuate the purposes of this act      6 by striking paragraph 11 as redesignated by paragraph 1 and inserting the following  11 commodity pool operator  a in general the term commodity pool operator means any person  i engaged in a business that is of the nature of a commodity pool, investment trust, syndicate, or similar form of enterprise, and who, in connection therewith, solicits, accepts, or receives from others, funds, securities, or property, either directly or through capital contributions, the sale of stock or other forms of securities, or otherwise, for the purpose of trading in commodity interests, including any  i commodity for future delivery, security futures product, or swap   ii agreement, contract, or transaction described in section 2 c 2 c i or section 2 c 2 d i   iii commodity option authorized under section 4c or   iv leverage transaction authorized under section 19 or    ii who is registered with the commission as a commodity pool operator    b further definition the commission, by rule or regulation, may include within, or exclude from, the term commodity pool operator any person engaged in a business that is of the nature of a commodity pool, investment trust, syndicate, or similar form of enterprise if the commission determines that the rule or regulation will effectuate the purposes of this act      7 in paragraph 12 as redesignated by paragraph 1 , in subparagraph a  a in clause i  i in subclause i , by striking made or to be made on or subject to the rules of a contract market or derivatives transaction execution facility and inserting , security futures product, or swap   ii by redesignating subclauses ii and iii as subclauses iii and iv   iii by inserting after subclause i the following  ii any agreement, contract, or transaction described in section 2 c 2 c i or section 2 c 2 d i   and   iv in subclause iv as so redesignated , by striking or    b in clause ii , by striking the period at the end and inserting a semicolon and   c by adding at the end the following  iii is registered with the commission as a commodity trading advisor or   iv the commission, by rule or regulation, may include if the commission determines that the rule or regulation will effectuate the purposes of this act      8 in paragraph 17 as redesignated by paragraph 1 , in subparagraph a , in the matter preceding clause i , by striking paragraph 12 a and inserting paragraph 18 a   9 in paragraph 18 as redesignated by paragraph 1  a in subparagraph a  i in the matter following clause vii iii  i by striking section 1a 11 a and inserting paragraph 17 a and   ii by striking $25,000,000 and inserting $50,000,000 and    ii in clause xi , in the matter preceding subclause i , by striking total assets in an amount and inserting amounts invested on a discretionary basis, the aggregate of which is     10 by striking paragraph 22 as redesignated by paragraph 1 and inserting the following  22 floor broker  a in general the term floor broker means any person  i who, in or surrounding any pit, ring, post, or other place provided by a contract market for the meeting of persons similarly engaged, shall purchase or sell for any other person  i any commodity for future delivery, security futures product, or swap or   ii any commodity option authorized under section 4c or    ii who is registered with the commission as a floor broker    b further definition the commission, by rule or regulation, may include within, or exclude from, the term floor broker any person in or surrounding any pit, ring, post, or other place provided by a contract market for the meeting of persons similarly engaged who trades for any other person if the commission determines that the rule or regulation will effectuate the purposes of this act      11 by striking paragraph 23 as redesignated by paragraph 1 and inserting the following  23 floor trader  a in general the term floor trader means any person  i who, in or surrounding any pit, ring, post, or other place provided by a contract market for the meeting of persons similarly engaged, purchases, or sells solely for such persons own account  i any commodity for future delivery, security futures product, or swap or   ii any commodity option authorized under section 4c or    ii who is registered with the commission as a floor trader    b further definition the commission, by rule or regulation, may include within, or exclude from, the term floor trader any person in or surrounding any pit, ring, post, or other place provided by a contract market for the meeting of persons similarly engaged who trades solely for such persons own account if the commission determines that the rule or regulation will effectuate the purposes of this act      12 by inserting after paragraph 23 as redesignated by paragraph 1 the following  24 foreign exchange forward the term foreign exchange forward means a transaction that solely involves the exchange of 2 different currencies on a specific future date at a fixed rate agreed upon on the inception of the contract covering the exchange   25 foreign exchange swap the term foreign exchange swap means a transaction that solely involves  a an exchange of 2 different currencies on a specific date at a fixed rate that is agreed upon on the inception of the contract covering the exchange and   b a reverse exchange of the 2 currencies described in subparagraph a at a later date and at a fixed rate that is agreed upon on the inception of the contract covering the exchange      13 by striking paragraph 28 as redesignated by paragraph 1 and inserting the following  28 futures commission merchant  a in general the term futures commission merchant means an individual, association, partnership, corporation, or trust  i that  i is  aa engaged in soliciting or in accepting orders for  ex11 > aa the purchase or sale of a commodity for future delivery   ex11 > bb a security futures product   ex11 > cc a swap   ex11 > dd any agreement, contract, or transaction described in section 2 c 2 c i or section 2 c 2 d i   ex11 > ee any commodity option authorized under section 4c or   ex11 > ff any leverage transaction authorized under section 19 or    bb acting as a counterparty in any agreement, contract, or transaction described in section 2 c 2 c i or section 2 c 2 d i and    ii in or in connection with the activities described in items aa or bb of subclause i , accepts any money, securities, or property or extends credit in lieu thereof to margin, guarantee, or secure any trades or contracts that result or may result therefrom or    ii that is registered with the commission as a futures commission merchant    b further definition the commission, by rule or regulation, may include within, or exclude from, the term futures commission merchant any person who engages in soliciting or accepting orders for, or acting as a counterparty in, any agreement, contract, or transaction subject to this act, and who accepts any money, securities, or property or extends credit in lieu thereof to margin, guarantee, or secure any trades or contracts that result or may result therefrom, if the commission determines that the rule or regulation will effectuate the purposes of this act      14 in paragraph 30 as redesignated by paragraph 1 , in subparagraph b , by striking state and inserting state   15 by striking paragraph 31 as redesignated by paragraph 1 and inserting the following  31 introducing broker  a in general the term introducing broker means any person except an individual who elects to be and is registered as an associated person of a futures commission merchant  i who  i is engaged in soliciting or in accepting orders for  aa the purchase or sale of any commodity for future delivery, security futures product, or swap   bb any agreement, contract, or transaction described in section 2 c 2 c i or section 2 c 2 d i   cc any commodity option authorized under section 4c or   dd any leverage transaction authorized under section 19 and    ii does not accept any money, securities, or property or extend credit in lieu thereof to margin, guarantee, or secure any trades or contracts that result or may result therefrom or    ii who is registered with the commission as an introducing broker    b further definition the commission, by rule or regulation, may include within, or exclude from, the term introducing broker any person who engages in soliciting or accepting orders for any agreement, contract, or transaction subject to this act, and who does not accept any money, securities, or property or extend credit in lieu thereof to margin, guarantee, or secure any trades or contracts that result or may result therefrom, if the commission determines that the rule or regulation will effectuate the purposes of this act      16 by inserting after paragraph 31 as redesignated by paragraph 1 the following  32 major security-based swap participant the term major security-based swap participant has the meaning given the term in section 3 a of the securities exchange act of 1934 15 usc 78c a   33 major swap participant  a in general the term major swap participant means any person who is not a swap dealer, and  i maintains a substantial position in swaps for any of the major swap categories as determined by the commission, excluding  i positions held for hedging or mitigating commercial risk and   ii positions maintained by any employee benefit plan or any contract held by such a plan as defined in paragraphs 3 and 32 of section 3 of the employee retirement income security act of 1974 29 usc 1002 for the primary purpose of hedging or mitigating any risk directly associated with the operation of the plan    ii whose outstanding swaps create substantial counterparty exposure that could have serious adverse effects on the financial stability of the united states banking system or financial markets or   iii  i is a financial entity that is highly leveraged relative to the amount of capital it holds and that is not subject to capital requirements established by an appropriate federal banking agency and   ii maintains a substantial position in outstanding swaps in any major swap category as determined by the commission     b definition of substantial position for purposes of subparagraph a , the commission shall define by rule or regulation the term substantial position at the threshold that the commission determines to be prudent for the effective monitoring, management, and oversight of entities that are systemically important or can significantly impact the financial system of the united states in setting the definition under this subparagraph, the commission shall consider the persons relative position in uncleared as opposed to cleared swaps and may take into consideration the value and quality of collateral held against counterparty exposures   c scope of designation for purposes of subparagraph a , a person may be designated as a major swap participant for 1 or more categories of swaps without being classified as a major swap participant for all classes of swaps   d exclusions the definition under this paragraph shall not include an entity whose primary business is providing financing, and uses derivatives for the purpose of hedging underlying commercial risks related to interest rate and foreign currency exposures, 90 percent or more of which arise from financing that facilitates the purchase or lease of products, 90 percent or more of which are manufactured by the parent company or another subsidiary of the parent company      17 by inserting after paragraph 38 as redesignated by paragraph 1 the following  39 prudential regulator the term prudential regulator means  a the board in the case of a swap dealer, major swap participant, security-based swap dealer, or major security-based swap participant that is  i a state-chartered bank that is a member of the federal reserve system   ii a state-chartered branch or agency of a foreign bank   iii any foreign bank which does not operate an insured branch   iv any organization operating under section 25a of the federal reserve act or having an agreement with the board under section 225 of the federal reserve act   v any bank holding company as defined in section 2 of the bank holding company act of 1965 12 usc 1841 , any foreign bank as defined in section 1 b 7 of the international banking act of 1978 12 usc 3101 b 7 that is treated as a bank holding company under section 8 a of the international banking act of 1978 12 usc 3106 a , and any subsidiary of such a company or foreign bank other than a subsidiary that is described in subparagraph a or b or that is required to be registered with the commission as a swap dealer or major swap participant under this act or with the securities and exchange commission as a security-based swap dealer or major security-based swap participant   vi after the transfer date as defined in section 311 of the dodd-frank wall street reform and consumer protection act , any savings and loan holding company as defined in section 10 of the home owners loan act 12 usc 1467a and any subsidiary of such company other than a subsidiary that is described in subparagraph a or b or that is required to be registered as a swap dealer or major swap participant with the commission under this act or with the securities and exchange commission as a security-based swap dealer or major security-based swap participant or   vii any organization operating under section 25a of the federal reserve act 12usc 611 et seq or having an agreement with the board under section 25 of the federal reserve act 12 usc 601 et seq    b the office of the comptroller of the currency in the case of a swap dealer, major swap participant, security-based swap dealer, or major security-based swap participant that is  i a national bank   ii a federally chartered branch or agency of a foreign bank or   iii any federal savings association    c the federal deposit insurance corporation in the case of a swap dealer, major swap participant, security-based swap dealer, or major security-based swap participant that is  i a state-chartered bank that is not a member of the federal reserve system or   ii any state savings association    d the farm credit administration, in the case of a swap dealer, major swap participant, security-based swap dealer, or major security-based swap participant that is an institution chartered under the farm credit act of 1971 12 usc 2001 et seq and   e the federal housing finance agency in the case of a swap dealer, major swap participant, security-based swap dealer, or major security-based swap participant that is a regulated entity as such term is defined in section 1303 of the federal housing enterprises financial safety and soundness act of 1992      18 in paragraph 40 as redesignated by paragraph 1  a by striking subparagraph b   b by redesignating subparagraphs c , d , and e as subparagraphs b , c , and f , respectively   c in subparagraph c as so redesignated , by striking and and   d by inserting after subparagraph c as so redesignated the following  d a swap execution facility registered under section 5h   e a swap data repository registered under section 21 and      19 by inserting after paragraph 41 as redesignated by paragraph 1 the following  42 security-based swap the term security-based swap has the meaning given the term in section 3 a of the securities exchange act of 1934 15 usc 78c a   43 security-based swap dealer the term security-based swap dealer has the meaning given the term in section 3 a of the securities exchange act of 1934 15 usc 78c a     20 in paragraph 46 as redesignated by paragraph 1 , by striking subject to section 2 h 7 and inserting subject to section 2 h 5   21 by inserting after paragraph 46 as redesignated by paragraph 1 the following  47 swap  a in general except as provided in subparagraph b , the term swap means any agreement, contract, or transaction  i that is a put, call, cap, floor, collar, or similar option of any kind that is for the purchase or sale, or based on the value, of 1 or more interest or other rates, currencies, commodities, securities, instruments of indebtedness, indices, quantitative measures, or other financial or economic interests or property of any kind   ii that provides for any purchase, sale, payment, or delivery other than a dividend on an equity security that is dependent on the occurrence, nonoccurrence, or the extent of the occurrence of an event or contingency associated with a potential financial, economic, or commercial consequence   iii that provides on an executory basis for the exchange, on a fixed or contingent basis, of 1 or more payments based on the value or level of 1 or more interest or other rates, currencies, commodities, securities, instruments of indebtedness, indices, quantitative measures, or other financial or economic interests or property of any kind, or any interest therein or based on the value thereof, and that transfers, as between the parties to the transaction, in whole or in part, the financial risk associated with a future change in any such value or level without also conveying a current or future direct or indirect ownership interest in an asset including any enterprise or investment pool or liability that incorporates the financial risk so transferred, including any agreement, contract, or transaction commonly known as  i an interest rate swap   ii a rate floor   iii a rate cap   iv a rate collar   v a cross-currency rate swap   vi a basis swap   vii a currency swap   viii a foreign exchange swap   ix a total return swap   x an equity index swap   xi an equity swap   xii a debt index swap   xiii a debt swap   xiv a credit spread   xv a credit default swap   xvi a credit swap   xvii a weather swap   xviii an energy swap   xix a metal swap   xx an agricultural swap   xxi an emissions swap and   xxii a commodity swap    iv that is an agreement, contract, or transaction that is, or in the future becomes, commonly known to the trade as a swap   v including any security-based swap agreement which meets the definition of swap agreement as defined in section 206a of the gramm-leach-bliley act 15 usc 78c note of which a material term is based on the price, yield, value, or volatility of any security or any group or index of securities, or any interest therein or   vi that is any combination or permutation of, or option on, any agreement, contract, or transaction described in any of clauses i through v    b exclusions the term swap does not include  i any contract of sale of a commodity for future delivery or option on such a contract , leverage contract authorized under section 19, security futures product, or agreement, contract, or transaction described in section 2 c 2 c i or section 2 c 2 d i   ii any sale of a nonfinancial commodity or security for deferred shipment or delivery, so long as the transaction is intended to be physically settled   iii any put, call, straddle, option, or privilege on any security, certificate of deposit, or group or index of securities, including any interest therein or based on the value thereof, that is subject to  i the securities act of 1933 15 usc 77a et seq and   ii the securities exchange act of 1934 15 usc 78a et seq    iv any put, call, straddle, option, or privilege relating to a foreign currency entered into on a national securities exchange registered pursuant to section 6 a of the securities exchange act of 1934 15 usc 78f a   v any agreement, contract, or transaction providing for the purchase or sale of 1 or more securities on a fixed basis that is subject to  i the securities act of 1933 15 usc 77a et seq and   ii the securities exchange act of 1934 15 usc 78a et seq    vi any agreement, contract, or transaction providing for the purchase or sale of 1 or more securities on a contingent basis that is subject to the securities act of 1933 15 usc 77a et seq and the securities exchange act of 1934 15 usc 78a et seq , unless the agreement, contract, or transaction predicates the purchase or sale on the occurrence of a bona fide contingency that might reasonably be expected to affect or be affected by the creditworthiness of a party other than a party to the agreement, contract, or transaction   vii any note, bond, or evidence of indebtedness that is a security, as defined in section 2 a 1 of the securities act of 1933 15 usc 77b a 1   viii any agreement, contract, or transaction that is  i based on a security and   ii entered into directly or through an underwriter as defined in section 2 a 11 of the securities act of 1933 15 usc 77b a 11 by the issuer of such security for the purposes of raising capital, unless the agreement, contract, or transaction is entered into to manage a risk associated with capital raising    ix any agreement, contract, or transaction a counterparty of which is a federal reserve bank, the federal government, or a federal agency that is expressly backed by the full faith and credit of the united states and   x any security-based swap, other than a security-based swap as described in subparagraph d    c rule of construction regarding master agreements  i in general except as provided in clause ii , the term swap includes a master agreement that provides for an agreement, contract, or transaction that is a swap under subparagraph a , together with each supplement to any master agreement, without regard to whether the master agreement contains an agreement, contract, or transaction that is not a swap pursuant to subparagraph a   ii exception for purposes of clause i , the master agreement shall be considered to be a swap only with respect to each agreement, contract, or transaction covered by the master agreement that is a swap pursuant to subparagraph a    d mixed swap the term security-based swap includes any agreement, contract, or transaction that is as described in section 3 a 68 a of the securities exchange act of 1934 15 usc 78c a 68 a and also is based on the value of 1 or more interest or other rates, currencies, commodities, instruments of indebtedness, indices, quantitative measures, other financial or economic interest or property of any kind other than a single security or a narrow-based security index , or the occurrence, non-occurrence, or the extent of the occurrence of an event or contingency associated with a potential financial, economic, or commercial consequence other than an event described in subparagraph a iii   e treatment of foreign exchange swaps and forwards  i in general foreign exchange swaps and foreign exchange forwards shall be considered swaps under this paragraph unless the secretary makes a written determination under section 1b that either foreign exchange swaps or foreign exchange forwards or both  i should be not be regulated as swaps under this act and   ii are not structured to evade the dodd-frank wall street reform and consumer protection act in violation of any rule promulgated by the commission pursuant to section 721 c of that act    ii congressional notice effectiveness the secretary shall submit any written determination under clause i to the appropriate committees of congress, including the committee on agriculture, nutrition, and forestry of the senate and the committee on agriculture of the house of representatives any such written determination by the secretary shall not be effective until it is submitted to the appropriate committees of congress   iii reporting notwithstanding a written determination by the secretary under clause i , all foreign exchange swaps and foreign exchange forwards shall be reported to either a swap data repository, or, if there is no swap data repository that would accept such swaps or forwards, to the commission pursuant to section 4r within such time period as the commission may by rule or regulation prescribe   iv business standards notwithstanding a written determination by the secretary pursuant to clause i , any party to a foreign exchange swap or forward that is a swap dealer or major swap participant shall conform to the business conduct standards contained in section 4s h   v secretary for purposes of this subparagraph, the term secretary means the secretary of the treasury    f exception for certain foreign exchange swaps and forwards  i registered entities any foreign exchange swap and any foreign exchange forward that is listed and traded on or subject to the rules of a designated contract market or a swap execution facility, or that is cleared by a derivatives clearing organization, shall not be exempt from any provision of this act or amendments made by the wall street transparency and accountability act of 2010prohibiting fraud or manipulation   ii retail transactions nothing in subparagraph e shall affect, or be construed to affect, the applicability of this act or the jurisdiction of the commission with respect to agreements, contracts, or transactions in foreign currency pursuant to section 2 c 2     48 swap data repository the term swap data repository means any person that collects and maintains information or records with respect to transactions or positions in, or the terms and conditions of, swaps entered into by third parties for the purpose of providing a centralized recordkeeping facility for swaps   49 swap dealer  a in general the term swap dealer means any person who  i holds itself out as a dealer in swaps   ii makes a market in swaps   iii regularly enters into swaps with counterparties as an ordinary course of business for its own account or   iv engages in any activity causing the person to be commonly known in the trade as a dealer or market maker in swaps,  provided however, in no event shall an insured depository institution be considered to be a swap dealer to the extent it offers to enter into a swap with a customer in connection with originating a loan with that customer   b inclusion a person may be designated as a swap dealer for a single type or single class or category of swap or activities and considered not to be a swap dealer for other types, classes, or categories of swaps or activities   c exception the term swap dealer does not include a person that enters into swaps for such persons own account, either individually or in a fiduciary capacity, but not as a part of a regular business   d de minimis exception the commission shall exempt from designation as a swap dealer an entity that engages in a de minimis quantity of swap dealing in connection with transactions with or on behalf of its customers the commission shall promulgate regulations to establish factors with respect to the making of this determination to exempt    50 swap execution facility the term swap execution facility means a trading system or platform in which multiple participants have the ability to execute or trade swaps by accepting bids and offers made by multiple participants in the facility or system, through any means of interstate commerce, including any trading facility, that  a facilitates the execution of swaps between persons and   b is not a designated contract market      22 in paragraph 51 as redesignated by paragraph 1 , in subparagraph a i , by striking partipants and inserting participants    b authority to define terms the commodity futures trading commission may adopt a rule to define  1 the term commercial risk and   2 any other term included in an amendment to the commodity exchange act 7 usc 1 et seq made by this subtitle    c modification of definitions to include transactions and entities that have been structured to evade this subtitle or an amendment made by this subtitle , the commodity futures trading commission shall adopt a rule to further define the terms swap , swap dealer , major swap participant , and eligible contract participant   d exemptions section 4 c 1 of the commodity exchange act 7 usc 6 c 1 is amended by striking except that and all that follows through the period at the end and inserting the following except that  a unless the commission is expressly authorized by any provision described in this subparagraph to grant exemptions, with respect to amendments made by subtitle a of the wall street transparency and accountability act of 2010  i with respect to  i paragraphs 2 , 3 , 4 , 5 , and 7 , paragraph 18 a vii iii , paragraphs 23 , 24 , 31 , 32 , 38 , 39 , 41 , 42 , 46 , 47 , 48 , and 49 of section 1a, and sections 2 a 13 , 2 c 1 d , 4a a , 4a b , 4d c , 4d d , 4r, 4s, 5b a , 5b b , 5 d , 5 g , 5 h , 5b c , 5b i , 8e, and 21 and   ii section 206 e of the gramm-leach-bliley act public law 106102 15 usc 78c note and    ii in sections 721 c and 742 of the dodd-frank wall street reform and consumer protection act and    b the commission and the securities and exchange commission may by rule, regulation, or order jointly exclude any agreement, contract, or transaction from section 2 a 1 d if the commissions determine that the exemption would be consistent with the public interest     e conforming amendments  1 section 2 c 2 b i ii of the commodity exchange act 7 usc 2 c 2 b i ii is amended  a in item cc  i in subitem aa , by striking section 1a 20 and inserting section 1a and   ii in subitem bb , by striking section 1a 20 and inserting section 1a and    b in item dd , by striking section 1a 12 a ii and inserting section 1a 18 a ii    2 section 4m 3 of the commodity exchange act 7 usc 6m 3 is amended by striking section 1a 6 and inserting section 1a   3 section 4q a 1 of the commodity exchange act 7 usc 6o1 a 1 is amended by striking section 1a 4 and inserting section 1a 9   4 section 5 e 1 of the commodity exchange act 7 usc 7 e 1 is amended by striking section 1a 4 and inserting section 1a 9   5 section 5a b 2 f of the commodity exchange act 7 usc 7a b 2 f is amended by striking section 1a 4 and inserting section 1a 9   6 section 5b a of the commodity exchange act 7 usc 7a1 a is amended, in the matter preceding paragraph 1 , by striking section 1a 9 and inserting section 1a   7 section 5c c 2 b of the commodity exchange act 7 usc 7a2 c 2 b is amended by striking section 1a 4 and inserting section 1a 9   8 section 6 g 5 b i of the securities exchange act of 1934 15 usc 78f g 5 b i is amended  a in subclause i , by striking section 1a 12 b ii and inserting section 1a 18 b ii and   b in subclause ii , by striking section 1a 12 and inserting section 1a 18    9 section 402 of the legal certainty for bank products act of 2000 7 usc 27 et seq is amended  a in subsection a 7 , by striking section 1a 20 and inserting section 1a   b in subsection b 2 , by striking section 1a 12 and inserting section 1a and   c in subsection c , by striking section 1a 4 and inserting section 1a    10 the first section of public law 85839 7 usc 131 is amended in subsection a , in the first sentence, by inserting motion picture box office receipts or any index, measure, value, or data related to such receipts or after sale of    f effective date notwithstanding any other provision of this act, the amendments made by subsection a 4 shall take effect on june 1, 2010    sec 722 jurisdiction  a exclusive jurisdiction section 2 a 1 of the commodity exchange act 7 usc 2 a 1 is amended  1 in subparagraph a , in the first sentence  a by inserting the after wall street transparency and accountability act of 2010 including an amendment made by that act and otherwise provided in   b by striking c and d and inserting c , d , and i   c by striking c through i of this section and inserting c and f   d by striking contracts of sale and inserting swaps or contracts of sale and   e by striking or derivatives transaction execution facility registered pursuant to section 5 or 5a and inserting pursuant to section 5 or a swap execution facility pursuant to section 5h and    2 by adding at the end the following  g  i nothing in this paragraph shall limit the jurisdiction conferred on the securities and exchange commission by the wall street transparency and accountability act of 2010 with regard to security-based swap agreements as defined pursuant to section 3 a 78 of the securities exchange act of 1934, and security-based swaps   ii in addition to the authority of the securities and exchange commission described in clause i , nothing in this subparagraph shall limit or affect any statutory authority of the commission with respect to an agreement, contract, or transaction described in clause i    h notwithstanding any other provision of law, the wall street transparency and accountability act of 2010 shall not apply to, and the commodity futures trading commission shall have no jurisdiction under such act or any amendments to the commodity exchange act made by such act with respect to, any security other than a security-based swap      b regulation of swaps under federal and state law section 12 of the commodity exchange act 7 usc 16 is amended by adding at the end the following  h regulation of swaps as insurance under state law a swap  1 shall not be considered to be insurance and   2 may not be regulated as an insurance contract under the law of any state      c agreements, contracts, and transactions traded on an organized exchange section 2 c 2 a of the commodity exchange act 7 usc 2 c 2 a is amended  1 in clause i , by striking or at the end   2 by redesignating clause ii as clause iii and   3 by inserting after clause i the following  ii a swap or      d applicability section 2 of the commodity exchange act 7 usc 2 as amended by section 723 a 3 is amended by adding at the end the following  i applicability the provisions of this act relating to swaps that were enacted by the wall street transparency and accountability act of 2010 including any rule prescribed or regulation promulgated under that act , shall not apply to activities outside the united states unless those activities  1 have a direct and significant connection with activities in, or effect on, commerce of the united states or   2 contravene such rules or regulations as the commission may prescribe or promulgate as are necessary or appropriate to prevent the evasion of any provision of this act that was enacted by the wall street transparency and accountability act of 2010      e federal energy regulatory commission section 2 a 1 of the commodity exchange act 7 usc 2 a 1 is amended by adding at the end the following  i  i nothing in this act shall limit or affect any statutory authority of the federal energy regulatory commission or a state regulatory authority as defined in section 3 21 of the federal power act 16 usc 796 21 with respect to an agreement, contract, or transaction that is entered into pursuant to a tariff or rate schedule approved by the federal energy regulatory commission or a state regulatory authority and is  i not executed, traded, or cleared on a registered entity or trading facility or   ii executed, traded, or cleared on a registered entity or trading facility owned or operated by a regional transmission organization or independent system operator    ii in addition to the authority of the federal energy regulatory commission or a state regulatory authority described in clause i , nothing in this subparagraph shall limit or affect  i any statutory authority of the commission with respect to an agreement, contract, or transaction described in clause i or   ii the jurisdiction of the commission under subparagraph a with respect to an agreement, contract, or transaction that is executed, traded, or cleared on a registered entity or trading facility that is not owned or operated by a regional transmission organization or independent system operator as defined by sections 3 27 and 28 of the federal power act 16 usc 796 27 , 796 28       f public interest waiver section 4 c of the commodity exchange act 7 usc 6 c as amended by section 721 d is amended by adding at the end the following  6 if the commission determines that the exemption would be consistent with the public interest and the purposes of this act, the commission shall, in accordance with paragraphs 1 and 2 , exempt from the requirements of this act an agreement, contract, or transaction that is entered into  a pursuant to a tariff or rate schedule approved or permitted to take effect by the federal energy regulatory commission   b pursuant to a tariff or rate schedule establishing rates or charges for, or protocols governing, the sale of electric energy approved or permitted to take effect by the regulatory authority of the state or municipality having jurisdiction to regulate rates and charges for the sale of electric energy within the state or municipality or   c between entities described in section 201 f of the federal power act 16 usc 824 f      g authority of ferc nothing in the wall street transparency and accountability act of 2010 or the amendments to the commodity exchange act made by such act shall limit or affect any statutory enforcement authority of the federal energy regulatory commission pursuant to section 222 of the federal power act and section 4a of the natural gas act that existed prior to the date of enactment of the wall street transparency and accountability act of 2010   h determination the commodity exchange act is amended by inserting after section 1a 7 usc 1a the following  sec 1b requirements of secretary of the treasury regarding exemption of foreign exchange swaps and foreign exchange forwards from definition of the term swap  a required considerations in determining whether to exempt foreign exchange swaps and foreign exchange forwards from the definition of the term swap , the secretary of the treasury referred to in this section as the secretary shall consider  1 whether the required trading and clearing of foreign exchange swaps and foreign exchange forwards would create systemic risk, lower transparency, or threaten the financial stability of the united states   2 whether foreign exchange swaps and foreign exchange forwards are already subject to a regulatory scheme that is materially comparable to that established by this act for other classes of swaps   3 the extent to which bank regulators of participants in the foreign exchange market provide adequate supervision, including capital and margin requirements   4 the extent of adequate payment and settlement systems and   5 the use of a potential exemption of foreign exchange swaps and foreign exchange forwards to evade otherwise applicable regulatory requirements    b determination if the secretary makes a determination to exempt foreign exchange swaps and foreign exchange forwards from the definition of the term swap , the secretary shall submit to the appropriate committees of congress a determination that contains  1 an explanation regarding why foreign exchange swaps and foreign exchange forwards are qualitatively different from other classes of swaps in a way that would make the foreign exchange swaps and foreign exchange forwards ill-suited for regulation as swaps and   2 an identification of the objective differences of foreign exchange swaps and foreign exchange forwards with respect to standard swaps that warrant an exempted status    c effect of determination a determination by the secretary under subsection b shall not exempt any foreign exchange swaps and foreign exchange forwards traded on a designated contract market or swap execution facility from any applicable antifraud and antimanipulation provision under this title       sec 723 clearing  a clearing requirement  1 in general section 2 of the commodity exchange act 7 usc 2 is amended  a by striking subsections d , e , g , and h and   b by redesignating subsection i as subsection g    2 swaps limitation on participation section 2 of the commodity exchange act 7 usc 2 as amended by paragraph 1 is amended by inserting after subsection c the following  d swaps nothing in this act other than subparagraphs a , b , c , d , g , and h of subsection a 1 , subsections f and g , sections 1a, 2 a 13 , 2 c 2 a ii , 2 e , 2 h , 4 c , 4a, 4b, and 4b1, subsections a , b , and g of section 4c, sections 4d, 4e, 4f, 4g, 4h, 4i, 4j, 4k, 4l, 4m, 4n, 4o, 4p, 4r, 4s, 4t, 5, 5b, 5c, 5e, and 5h, subsections c and d of section 6, sections 6c, 6d, 8, 8a, and 9, subsections e 2 , f , and h of section 12, subsections a and b of section 13, sections 17, 20, 21, and 22 a 4 , and any other provision of this act that is applicable to registered entities or commission registrants governs or applies to a swap   e limitation on participation it shall be unlawful for any person, other than an eligible contract participant, to enter into a swap unless the swap is entered into on, or subject to the rules of, a board of trade designated as a contract market under section 5     3 mandatory clearing of swaps section 2 of the commodity exchange act 7 usc 2 is amended by inserting after subsection g as redesignated by paragraph 1 b the following  h clearing requirement  1 in general  a standard for clearing it shall be unlawful for any person to engage in a swap unless that person submits such swap for clearing to a derivatives clearing organization that is registered under this act or a derivatives clearing organization that is exempt from registration under this act if the swap is required to be cleared   b open access the rules of a derivatives clearing organization described in subparagraph a shall  i prescribe that all swaps but not contracts of sale of a commodity for future delivery or options on such contracts submitted to the derivatives clearing organization with the same terms and conditions are economically equivalent within the derivatives clearing organization and may be offset with each other within the derivatives clearing organization and   ii provide for non-discriminatory clearing of a swap but not a contract of sale of a commodity for future delivery or option on such contract executed bilaterally or on or through the rules of an unaffiliated designated contract market or swap execution facility     2 commission review  a commission-initiated review  i the commission on an ongoing basis shall review each swap, or any group, category, type, or class of swaps to make a determination as to whether the swap or group, category, type, or class of swaps should be required to be cleared   ii the commission shall provide at least a 30-day public comment period regarding any determination made under clause i    b swap submissions  i a derivatives clearing organization shall submit to the commission each swap, or any group, category, type, or class of swaps that it plans to accept for clearing, and provide notice to its members in a manner to be determined by the commission of the submission   ii any swap or group, category, type, or class of swaps listed for clearing by a derivative clearing organization as of the date of enactment of this subsection shall be considered submitted to the commission   iii the commission shall  i make available to the public submissions received under clauses i and ii   ii review each submission made under clauses i and ii , and determine whether the swap, or group, category, type, or class of swaps described in the submission is required to be cleared and   iii provide at least a 30-day public comment period regarding its determination as to whether the clearing requirement under paragraph 1 a shall apply to the submission     c deadline the commission shall make its determination under subparagraph b iii not later than 90 days after receiving a submission made under subparagraphs b i and b ii , unless the submitting derivatives clearing organization agrees to an extension for the time limitation established under this subparagraph   d determination  i in reviewing a submission made under subparagraph b , the commission shall review whether the submission is consistent with section 5b c 2   ii in reviewing a swap, group of swaps, or class of swaps pursuant to subparagraph a or a submission made under subparagraph b , the commission shall take into account the following factors  i the existence of significant outstanding notional exposures, trading liquidity, and adequate pricing data   ii the availability of rule framework, capacity, operational expertise and resources, and credit support infrastructure to clear the contract on terms that are consistent with the material terms and trading conventions on which the contract is then traded   iii the effect on the mitigation of systemic risk, taking into account the size of the market for such contract and the resources of the derivatives clearing organization available to clear the contract   iv the effect on competition, including appropriate fees and charges applied to clearing   v the existence of reasonable legal certainty in the event of the insolvency of the relevant derivatives clearing organization or 1 or more of its clearing members with regard to the treatment of customer and swap counterparty positions, funds, and property    iii in making a determination under subparagraph a or b iii that the clearing requirement shall apply, the commission may require such terms and conditions to the requirement as the commission determines to be appropriate    e rules not later than 1 year after the date of the enactment of this subsection, the commission shall adopt rules for a derivatives clearing organizations submission for review, pursuant to this paragraph, of a swap, or a group, category, type, or class of swaps, that it seeks to accept for clearing nothing in this subparagraph limits the commission from making a determination under subparagraph b iii for swaps described in subparagraph b ii    3 stay of clearing requirement  a in general after making a determination pursuant to paragraph 2 b , the commission, on application of a counterparty to a swap or on its own initiative, may stay the clearing requirement of paragraph 1 until the commission completes a review of the terms of the swap or the group, category, type, or class of swaps and the clearing arrangement   b deadline the commission shall complete a review undertaken pursuant to subparagraph a not later than 90 days after issuance of the stay, unless the derivatives clearing organization that clears the swap, or group, category, type, or class of swaps agrees to an extension of the time limitation established under this subparagraph   c determination upon completion of the review undertaken pursuant to subparagraph a , the commission may  i determine, unconditionally or subject to such terms and conditions as the commission determines to be appropriate, that the swap, or group, category, type, or class of swaps must be cleared pursuant to this subsection if it finds that such clearing is consistent with paragraph 2 d or   ii determine that the clearing requirement of paragraph 1 shall not apply to the swap, or group, category, type, or class of swaps    d rules not later than 1 year after the date of the enactment of the wall street transparency and accountability act of 2010, the commission shall adopt rules for reviewing, pursuant to this paragraph, a derivatives clearing organizations clearing of a swap, or a group, category, type, or class of swaps, that it has accepted for clearing    4 prevention of evasion  a in general the commission shall prescribe rules under this subsection and issue interpretations of rules prescribed under this subsection as determined by the commission to be necessary to prevent evasions of the mandatory clearing requirements under this act   b duty of commission to investigate and take certain actions to the extent the commission finds that a particular swap, group, category, type, or class of swaps would otherwise be subject to mandatory clearing but no derivatives clearing organization has listed the swap, group, category, type, or class of swaps for clearing, the commission shall  i investigate the relevant facts and circumstances   ii within 30 days issue a public report containing the results of the investigation and   iii take such actions as the commission determines to be necessary and in the public interest, which may include requiring the retaining of adequate margin or capital by parties to the swap, group, category, type, or class of swaps    c effect on authority nothing in this paragraph  i authorizes the commission to adopt rules requiring a derivatives clearing organization to list for clearing a swap, group, category, type, or class of swaps if the clearing of the swap, group, category, type, or class of swaps would threaten the financial integrity of the derivatives clearing organization and   ii affects the authority of the commission to enforce the open access provisions of paragraph 1 b with respect to a swap, group, category, type, or class of swaps that is listed for clearing by a derivatives clearing organization     5 reporting transition rules rules adopted by the commission under this section shall provide for the reporting of data, as follows  a swaps entered into before the date of the enactment of this subsection shall be reported to a registered swap data repository or the commission no later than 180 days after the effective date of this subsection   b swaps entered into on or after such date of enactment shall be reported to a registered swap data repository or the commission no later than the later of  i 90 days after such effective date or   ii such other time after entering into the swap as the commission may prescribe by rule or regulation     6 clearing transition rules  a swaps entered into before the date of the enactment of this subsection are exempt from the clearing requirements of this subsection if reported pursuant to paragraph 5 a   b swaps entered into before application of the clearing requirement pursuant to this subsection are exempt from the clearing requirements of this subsection if reported pursuant to paragraph 5 b    7 exceptions  a in general the requirements of paragraph 1 a shall not apply to a swap if 1 of the counterparties to the swap  i is not a financial entity   ii is using swaps to hedge or mitigate commercial risk and   iii notifies the commission, in a manner set forth by the commission, how it generally meets its financial obligations associated with entering into non-cleared swaps    b option to clear the application of the clearing exception in subparagraph a is solely at the discretion of the counterparty to the swap that meets the conditions of clauses i through iii of subparagraph a   c financial entity definition  i in general for the purposes of this paragraph, the term financial entity means  i a swap dealer   ii a security-based swap dealer   iii a major swap participant   iv a major security-based swap participant   v a commodity pool   vi a private fund as defined in section 202 a of the investment advisers act of 1940 15 usc 80-b-2 a   vii an employee benefit plan as defined in paragraphs 3 and 32 of section 3 of the employee retirement income security act of 1974 29 usc 1002   viii a person predominantly engaged in activities that are in the business of banking, or in activities that are financial in nature, as defined in section 4 k of the bank holding company act of 1956    ii exclusion the commission shall consider whether to exempt small banks, savings associations, farm credit system institutions, and credit unions, including  i depository institutions with total assets of $10,000,000,000 or less   ii farm credit system institutions with total assets of $10,000,000,000 or less or   iii credit unions with total assets of $10,000,000,000 or less    iii limitation such definition shall not include an entity whose primary business is providing financing, and uses derivatives for the purpose of hedging underlying commercial risks related to interest rate and foreign currency exposures, 90 percent or more of which arise from financing that facilitates the purchase or lease of products, 90 percent or more of which are manufactured by the parent company or another subsidiary of the parent company    d treatment of affiliates  i in general an affiliate of a person that qualifies for an exception under subparagraph a including affiliate entities predominantly engaged in providing financing for the purchase of the merchandise or manufactured goods of the person may qualify for the exception only if the affiliate, acting on behalf of the person and as an agent, uses the swap to hedge or mitigate the commercial risk of the person or other affiliate of the person that is not a financial entity   ii prohibition relating to certain affiliates the exception in clause i shall not apply if the affiliate is  i a swap dealer   ii a security-based swap dealer   iii a major swap participant   iv a major security-based swap participant   v an issuer that would be an investment company, as defined in section 3 of the investment company act of 1940 15 usc 80a3 , but for paragraph 1 or 7 of subsection c of that act 15 usc 80a3 c   vi a commodity pool or   vii a bank holding company with over $50,000,000,000 in consolidated assets    iii transition rule for affiliates an affiliate, subsidiary, or a wholly owned entity of a person that qualifies for an exception under subparagraph a and is predominantly engaged in providing financing for the purchase or lease of merchandise or manufactured goods of the person shall be exempt from the margin requirement described in section 4s e and the clearing requirement described in paragraph 1 with regard to swaps entered into to mitigate the risk of the financing activities for not less than a 2-year period beginning on the date of enactment of this clause    e election of counterparty  i swaps required to be cleared with respect to any swap that is subject to the mandatory clearing requirement under this subsection and entered into by a swap dealer or a major swap participant with a counterparty that is not a swap dealer, major swap participant, security-based swap dealer, or major security-based swap participant, the counterparty shall have the sole right to select the derivatives clearing organization at which the swap will be cleared   ii swaps not required to be cleared with respect to any swap that is not subject to the mandatory clearing requirement under this subsection and entered into by a swap dealer or a major swap participant with a counterparty that is not a swap dealer, major swap participant, security-based swap dealer, or major security-based swap participant, the counterparty  i may elect to require clearing of the swap and   ii shall have the sole right to select the derivatives clearing organization at which the swap will be cleared     f abuse of exception the commission may prescribe such rules or issue interpretations of the rules as the commission determines to be necessary to prevent abuse of the exceptions described in this paragraph the commission may also request information from those persons claiming the clearing exception as necessary to prevent abuse of the exceptions described in this paragraph    8 trade execution  a in general with respect to transactions involving swaps subject to the clearing requirement of paragraph 1 , counterparties shall  i execute the transaction on a board of trade designated as a contract market under section 5 or   ii execute the transaction on a swap execution facility registered under 5h or a swap execution facility that is exempt from registration under section 5h f of this act    b exception the requirements of clauses i and ii of subparagraph a shall not apply if no board of trade or swap execution facility makes the swap available to trade or for swap transactions subject to the clearing exception under paragraph 7        b commodity exchange act section 2 of the commodity exchange act 7 usc 2 is amended by adding at the end the following  j committee approval by board exemptions from the requirements of subsection h 1 to clear a swap and subsection h 8 to execute a swap through a board of trade or swap execution facility shall be available to a counterparty that is an issuer of securities that are registered under section 12 of the securities exchange act of 1934 15 usc 78l or that is required to file reports pursuant to section 15 d of the securities exchange act of 1934 15 usc 78o only if an appropriate committee of the issuers board or governing body has reviewed and approved its decision to enter into swaps that are subject to such exemptions     c grandfather provisions  1 legal certainty for certain transactions in exempt commodities not later than 60 days after the date of enactment of this act, a person may submit to the commodity futures trading commission a petition to remain subject to section 2 h of the commodity exchange act 7 usc 2 h as in effect on the day before the date of enactment of this act   2 consideration authority of commodity futures trading commission the commodity futures trading commission  a shall consider any petition submitted under subparagraph a in a prompt manner and   b may allow a person to continue operating subject to section 2 h of the commodity exchange act 7 usc 2 h as in effect on the day before the date of enactment of this act for not longer than a 1-year period    3 agricultural swaps  a in general except as provided in subparagraph b , no person shall offer to enter into, enter into, or confirm the execution of, any swap in an agricultural commodity as defined by the commodity futures trading commission   b exception notwithstanding subparagraph a , a person may offer to enter into, enter into, or confirm the execution of, any swap in an agricultural commodity pursuant to section 4 c of the commodity exchange act 7 usc 6 c or any rule, regulation, or order issued thereunder including any rule, regulation, or order in effect as of the date of enactment of this act by the commodity futures trading commission to allow swaps under such terms and conditions as the commission shall prescribe    4 required reporting if the exception described in section 2 h 8 b of the commodity exchange act applies, the counterparties shall comply with any recordkeeping and transaction reporting requirements that may be prescribed by the commission with respect to swaps subject to section 2 h 8 b of the commodity exchange act     sec 724 swaps segregation and bankruptcy treatment  a segregation requirements for cleared swaps section 4d of the commodity exchange act 7 usc 6d as amended by section 732 is amended by adding at the end the following  f swaps  1 registration requirement it shall be unlawful for any person to accept any money, securities, or property or to extend any credit in lieu of money, securities, or property from, for, or on behalf of a swaps customer to margin, guarantee, or secure a swap cleared by or through a derivatives clearing organization including money, securities, or property accruing to the customer as the result of such a swap , unless the person shall have registered under this act with the commission as a futures commission merchant, and the registration shall not have expired nor been suspended nor revoked   2 cleared swaps  a segregation required a futures commission merchant shall treat and deal with all money, securities, and property of any swaps customer received to margin, guarantee, or secure a swap cleared by or though a derivatives clearing organization including money, securities, or property accruing to the swaps customer as the result of such a swap as belonging to the swaps customer   b commingling prohibited money, securities, and property of a swaps customer described in subparagraph a shall be separately accounted for and shall not be commingled with the funds of the futures commission merchant or be used to margin, secure, or guarantee any trades or contracts of any swaps customer or person other than the person for whom the same are held    3 exceptions  a use of funds  i in general notwithstanding paragraph 2 , money, securities, and property of swap customers of a futures commission merchant described in paragraph 2 may, for convenience, be commingled and deposited in the same account or accounts with any bank or trust company or with a derivatives clearing organization   ii withdrawal notwithstanding paragraph 2 , such share of the money, securities, and property described in clause i as in the normal course of business shall be necessary to margin, guarantee, secure, transfer, adjust, or settle a cleared swap with a derivatives clearing organization, or with any member of the derivatives clearing organization, may be withdrawn and applied to such purposes, including the payment of commissions, brokerage, interest, taxes, storage, and other charges, lawfully accruing in connection with the cleared swap    b commission action notwithstanding paragraph 2 , in accordance with such terms and conditions as the commission may prescribe by rule, regulation, or order, any money, securities, or property of the swaps customers of a futures commission merchant described in paragraph 2 may be commingled and deposited in customer accounts with any other money, securities, or property received by the futures commission merchant and required by the commission to be separately accounted for and treated and dealt with as belonging to the swaps customer of the futures commission merchant    4 permitted investments money described in paragraph 2 may be invested in obligations of the united states, in general obligations of any state or of any political subdivision of a state, and in obligations fully guaranteed as to principal and interest by the united states, or in any other investment that the commission may by rule or regulation prescribe, and such investments shall be made in accordance with such rules and regulations and subject to such conditions as the commission may prescribe   5 commodity contract a swap cleared by or through a derivatives clearing organization shall be considered to be a commodity contract as such term is defined in section 761 of title 11, united states code, with regard to all money, securities, and property of any swaps customer received by a futures commission merchant or a derivatives clearing organization to margin, guarantee, or secure the swap including money, securities, or property accruing to the customer as the result of the swap   6 prohibition it shall be unlawful for any person, including any derivatives clearing organization and any depository institution, that has received any money, securities, or property for deposit in a separate account or accounts as provided in paragraph 2 to hold, dispose of, or use any such money, securities, or property as belonging to the depositing futures commission merchant or any person other than the swaps customer of the futures commission merchant      b bankruptcy treatment of cleared swaps section 761 of title 11, united states code, is amended  1 in paragraph 4 , by striking subparagraph f and inserting the following  f  i any other contract, option, agreement, or transaction that is similar to a contract, option, agreement, or transaction referred to in this paragraph and   ii with respect to a futures commission merchant or a clearing organization, any other contract, option, agreement, or transaction, in each case, that is cleared by a clearing organization    and   2 in paragraph 9 a i , by striking the commodity futures account and inserting a commodity contract account    c segregation requirements for uncleared swaps section 4s of the commodity exchange act as added by section 731 is amended by adding at the end the following  l segregation requirements  1 segregation of assets held as collateral in uncleared swap transactions  a notification a swap dealer or major swap participant shall be required to notify the counterparty of the swap dealer or major swap participant at the beginning of a swap transaction that the counterparty has the right to require segregation of the funds or other property supplied to margin, guarantee, or secure the obligations of the counterparty   b segregation and maintenance of funds at the request of a counterparty to a swap that provides funds or other property to a swap dealer or major swap participant to margin, guarantee, or secure the obligations of the counterparty, the swap dealer or major swap participant shall  i segregate the funds or other property for the benefit of the counterparty and   ii in accordance with such rules and regulations as the commission may promulgate, maintain the funds or other property in a segregated account separate from the assets and other interests of the swap dealer or major swap participant     2 applicability the requirements described in paragraph 1 shall  a apply only to a swap between a counterparty and a swap dealer or major swap participant that is not submitted for clearing to a derivatives clearing organization and   b  i not apply to variation margin payments or   ii not preclude any commercial arrangement regarding  i the investment of segregated funds or other property that may only be invested in such investments as the commission may permit by rule or regulation and   ii the related allocation of gains and losses resulting from any investment of the segregated funds or other property      3 use of independent third-party custodians the segregated account described in paragraph 1 shall be  a carried by an independent third-party custodian and   b designated as a segregated account for and on behalf of the counterparty    4 reporting requirement if the counterparty does not choose to require segregation of the funds or other property supplied to margin, guarantee, or secure the obligations of the counterparty, the swap dealer or major swap participant shall report to the counterparty of the swap dealer or major swap participant on a quarterly basis that the back office procedures of the swap dealer or major swap participant relating to margin and collateral requirements are in compliance with the agreement of the counterparties       sec 725 derivatives clearing organizations  a registration requirement section 5b of the commodity exchange act 7 usc 7a1 is amended by striking subsections a and b and inserting the following  a registration requirement  1 in general except as provided in paragraph 2 , it shall be unlawful for a derivatives clearing organization, directly or indirectly, to make use of the mails or any means or instrumentality of interstate commerce to perform the functions of a derivatives clearing organization with respect to  a a contract of sale of a commodity for future delivery or an option on the contract of sale or option on a commodity, in each case, unless the contract or option is  i excluded from this act by subsection a 1 c i , c , or f of section 2 or   ii a security futures product cleared by a clearing agency registered with the securities and exchange commission under the securities exchange act of 1934 15 usc 78a et seq or    b a swap    2 exception paragraph 1 shall not apply to a derivatives clearing organization that is registered with the commission    b voluntary registration a person that clears 1 or more agreements, contracts, or transactions that are not required to be cleared under this act may register with the commission as a derivatives clearing organization     b registration for depository institutions and clearing agencies exemptions compliance officer annual reports section 5b of the commodity exchange act 7 usc 7a1 is amended by adding at the end the following  g existing depository institutions and clearing agencies  1 in general a depository institution or clearing agency registered with the securities and exchange commission under the securities exchange act of 1934 15 usc 78a et seq that is required to be registered as a derivatives clearing organization under this section is deemed to be registered under this section to the extent that, before the date of enactment of this subsection  a the depository institution cleared swaps as a multilateral clearing organization or   b the clearing agency cleared swaps    2 conversion of depository institutions a depository institution to which this subsection applies may, by the vote of the shareholders owning not less than 51 percent of the voting interests of the depository institution, be converted into a state corporation, partnership, limited liability company, or similar legal form pursuant to a plan of conversion, if the conversion is not in contravention of applicable state law   3 sharing of information the securities and exchange commission shall make available to the commission, upon request, all information determined to be relevant by the securities and exchange commission regarding a clearing agency deemed to be registered with the commission under paragraph 1    h exemptions the commission may exempt, conditionally or unconditionally, a derivatives clearing organization from registration under this section for the clearing of swaps if the commission determines that the derivatives clearing organization is subject to comparable, comprehensive supervision and regulation by the securities and exchange commission or the appropriate government authorities in the home country of the organization such conditions may include, but are not limited to, requiring that the derivatives clearing organization be available for inspection by the commission and make available all information requested by the commission   i designation of chief compliance officer  1 in general each derivatives clearing organization shall designate an individual to serve as a chief compliance officer   2 duties the chief compliance officer shall  a report directly to the board or to the senior officer of the derivatives clearing organization   b review the compliance of the derivatives clearing organization with respect to the core principles described in subsection c 2   c in consultation with the board of the derivatives clearing organization, a body performing a function similar to the board of the derivatives clearing organization, or the senior officer of the derivatives clearing organization, resolve any conflicts of interest that may arise   d be responsible for administering each policy and procedure that is required to be established pursuant to this section   e ensure compliance with this act including regulations relating to agreements, contracts, or transactions, including each rule prescribed by the commission under this section   f establish procedures for the remediation of noncompliance issues identified by the compliance officer through any  i compliance office review   ii look-back   iii internal or external audit finding   iv self-reported error or   v validated complaint and    g establish and follow appropriate procedures for the handling, management response, remediation, retesting, and closing of noncompliance issues    3 annual reports  a in general in accordance with rules prescribed by the commission, the chief compliance officer shall annually prepare and sign a report that contains a description of  i the compliance of the derivatives clearing organization of the compliance officer with respect to this act including regulations and   ii each policy and procedure of the derivatives clearing organization of the compliance officer including the code of ethics and conflict of interest policies of the derivatives clearing organization    b requirements a compliance report under subparagraph a shall  i accompany each appropriate financial report of the derivatives clearing organization that is required to be furnished to the commission pursuant to this section and   ii include a certification that, under penalty of law, the compliance report is accurate and complete        c core principles for derivatives clearing organizations section 5b c of the commodity exchange act 7 usc 7a1 c is amended by striking paragraph 2 and inserting the following  2 core principles for derivatives clearing organizations  a compliance  i in general to be registered and to maintain registration as a derivatives clearing organization, a derivatives clearing organization shall comply with each core principle described in this paragraph and any requirement that the commission may impose by rule or regulation pursuant to section 8a 5   ii discretion of derivatives clearing organization subject to any rule or regulation prescribed by the commission, a derivatives clearing organization shall have reasonable discretion in establishing the manner by which the derivatives clearing organization complies with each core principle described in this paragraph    b financial resources  i in general each derivatives clearing organization shall have adequate financial, operational, and managerial resources, as determined by the commission, to discharge each responsibility of the derivatives clearing organization   ii minimum amount of financial resources each derivatives clearing organization shall possess financial resources that, at a minimum, exceed the total amount that would  i enable the organization to meet its financial obligations to its members and participants notwithstanding a default by the member or participant creating the largest financial exposure for that organization in extreme but plausible market conditions and   ii enable the derivatives clearing organization to cover the operating costs of the derivatives clearing organization for a period of 1 year as calculated on a rolling basis     c participant and product eligibility  i in general each derivatives clearing organization shall establish  i appropriate admission and continuing eligibility standards including sufficient financial resources and operational capacity to meet obligations arising from participation in the derivatives clearing organization for members of, and participants in, the derivatives clearing organization and   ii appropriate standards for determining the eligibility of agreements, contracts, or transactions submitted to the derivatives clearing organization for clearing    ii required procedures each derivatives clearing organization shall establish and implement procedures to verify, on an ongoing basis, the compliance of each participation and membership requirement of the derivatives clearing organization   iii requirements the participation and membership requirements of each derivatives clearing organization shall  i be objective   ii be publicly disclosed and   iii permit fair and open access     d risk management  i in general each derivatives clearing organization shall ensure that the derivatives clearing organization possesses the ability to manage the risks associated with discharging the responsibilities of the derivatives clearing organization through the use of appropriate tools and procedures   ii measurement of credit exposure each derivatives clearing organization shall  i not less than once during each business day of the derivatives clearing organization, measure the credit exposures of the derivatives clearing organization to each member and participant of the derivatives clearing organization and   ii monitor each exposure described in subclause i periodically during the business day of the derivatives clearing organization    iii limitation of exposure to potential losses from defaults each derivatives clearing organization, through margin requirements and other risk control mechanisms, shall limit the exposure of the derivatives clearing organization to potential losses from defaults by members and participants of the derivatives clearing organization to ensure that  i the operations of the derivatives clearing organization would not be disrupted and   ii nondefaulting members or participants would not be exposed to losses that nondefaulting members or participants cannot anticipate or control    iv margin requirements the margin required from each member and participant of a derivatives clearing organization shall be sufficient to cover potential exposures in normal market conditions   v requirements regarding models and parameters each model and parameter used in setting margin requirements under clause iv shall be  i risk-based and   ii reviewed on a regular basis     e settlement procedures each derivatives clearing organization shall  i complete money settlements on a timely basis but not less frequently than once each business day   ii employ money settlement arrangements to eliminate or strictly limit the exposure of the derivatives clearing organization to settlement bank risks including credit and liquidity risks from the use of banks to effect money settlements   iii ensure that money settlements are final when effected   iv maintain an accurate record of the flow of funds associated with each money settlement   v possess the ability to comply with each term and condition of any permitted netting or offset arrangement with any other clearing organization   vi regarding physical settlements, establish rules that clearly state each obligation of the derivatives clearing organization with respect to physical deliveries and   vii ensure that each risk arising from an obligation described in clause vi is identified and managed    f treatment of funds  i required standards and procedures each derivatives clearing organization shall establish standards and procedures that are designed to protect and ensure the safety of member and participant funds and assets   ii holding of funds and assets each derivatives clearing organization shall hold member and participant funds and assets in a manner by which to minimize the risk of loss or of delay in the access by the derivatives clearing organization to the assets and funds   iii permissible investments funds and assets invested by a derivatives clearing organization shall be held in instruments with minimal credit, market, and liquidity risks    g default rules and procedures  i in general each derivatives clearing organization shall have rules and procedures designed to allow for the efficient, fair, and safe management of events during which members or participants  i become insolvent or   ii otherwise default on the obligations of the members or participants to the derivatives clearing organization    ii default procedures each derivatives clearing organization shall  i clearly state the default procedures of the derivatives clearing organization   ii make publicly available the default rules of the derivatives clearing organization and   iii ensure that the derivatives clearing organization may take timely action  aa to contain losses and liquidity pressures and   bb to continue meeting each obligation of the derivatives clearing organization      h rule enforcement each derivatives clearing organization shall  i maintain adequate arrangements and resources for  i the effective monitoring and enforcement of compliance with the rules of the derivatives clearing organization and   ii the resolution of disputes    ii have the authority and ability to discipline, limit, suspend, or terminate the activities of a member or participant due to a violation by the member or participant of any rule of the derivatives clearing organization and   iii report to the commission regarding rule enforcement activities and sanctions imposed against members and participants as provided in clause ii    i system safeguards each derivatives clearing organization shall  i establish and maintain a program of risk analysis and oversight to identify and minimize sources of operational risk through the development of appropriate controls and procedures, and automated systems, that are reliable, secure, and have adequate scalable capacity   ii establish and maintain emergency procedures, backup facilities, and a plan for disaster recovery that allows for  i the timely recovery and resumption of operations of the derivatives clearing organization and   ii the fulfillment of each obligation and responsibility of the derivatives clearing organization and    iii periodically conduct tests to verify that the backup resources of the derivatives clearing organization are sufficient to ensure daily processing, clearing, and settlement    j reporting each derivatives clearing organization shall provide to the commission all information that the commission determines to be necessary to conduct oversight of the derivatives clearing organization   k recordkeeping each derivatives clearing organization shall maintain records of all activities related to the business of the derivatives clearing organization as a derivatives clearing organization  i in a form and manner that is acceptable to the commission and   ii for a period of not less than 5 years    l public information  i in general each derivatives clearing organization shall provide to market participants sufficient information to enable the market participants to identify and evaluate accurately the risks and costs associated with using the services of the derivatives clearing organization   ii availability of information each derivatives clearing organization shall make information concerning the rules and operating and default procedures governing the clearing and settlement systems of the derivatives clearing organization available to market participants   iii public disclosure each derivatives clearing organization shall disclose publicly and to the commission information concerning  i the terms and conditions of each contract, agreement, and transaction cleared and settled by the derivatives clearing organization   ii each clearing and other fee that the derivatives clearing organization charges the members and participants of the derivatives clearing organization   iii the margin-setting methodology, and the size and composition, of the financial resource package of the derivatives clearing organization   iv daily settlement prices, volume, and open interest for each contract settled or cleared by the derivatives clearing organization and   v any other matter relevant to participation in the settlement and clearing activities of the derivatives clearing organization     m information-sharing each derivatives clearing organization shall  i enter into, and abide by the terms of, each appropriate and applicable domestic and international information-sharing agreement and   ii use relevant information obtained from each agreement described in clause i in carrying out the risk management program of the derivatives clearing organization    n antitrust considerations unless necessary or appropriate to achieve the purposes of this act, a derivatives clearing organization shall not  i adopt any rule or take any action that results in any unreasonable restraint of trade or   ii impose any material anticompetitive burden    o governance fitness standards  i governance arrangements each derivatives clearing organization shall establish governance arrangements that are transparent  i to fulfill public interest requirements and   ii to permit the consideration of the views of owners and participants    ii fitness standards each derivatives clearing organization shall establish and enforce appropriate fitness standards for  i directors   ii members of any disciplinary committee   iii members of the derivatives clearing organization   iv any other individual or entity with direct access to the settlement or clearing activities of the derivatives clearing organization and   v any party affiliated with any individual or entity described in this clause     p conflicts of interest each derivatives clearing organization shall  i establish and enforce rules to minimize conflicts of interest in the decision-making process of the derivatives clearing organization and   ii establish a process for resolving conflicts of interest described in clause i    q composition of governing boards each derivatives clearing organization shall ensure that the composition of the governing board or committee of the derivatives clearing organization includes market participants   r legal risk each derivatives clearing organization shall have a well-founded, transparent, and enforceable legal framework for each aspect of the activities of the derivatives clearing organization      d conflicts of interest the commodity futures trading commission shall adopt rules mitigating conflicts of interest in connection with the conduct of business by a swap dealer or a major swap participant with a derivatives clearing organization, board of trade, or a swap execution facility that clears or trades swaps in which the swap dealer or major swap participant has a material debt or material equity investment   e reporting requirements section 5b of the commodity exchange act 7 usc 7a1 as amended by subsection b is amended by adding at the end the following  k reporting requirements  1 duty of derivatives clearing organizations each derivatives clearing organization that clears swaps shall provide to the commission all information that is determined by the commission to be necessary to perform each responsibility of the commission under this act   2 data collection and maintenance requirements the commission shall adopt data collection and maintenance requirements for swaps cleared by derivatives clearing organizations that are comparable to the corresponding requirements for  a swaps data reported to swap data repositories and   b swaps traded on swap execution facilities    3 reports on security-based swap agreements to be shared with the securities and exchange commission  a in general a derivatives clearing organization that clears security-based swap agreements as defined in section 1a 47 a v shall, upon request, open to inspection and examination to the securities and exchange commission all books and records relating to such security-based swap agreements, consistent with the confidentiality and disclosure requirements of section 8   b jurisdiction nothing in this paragraph shall affect the exclusive jurisdiction of the commission to prescribe recordkeeping and reporting requirements for a derivatives clearing organization that is registered with the commission    4 information sharing subject to section 8, and upon request, the commission shall share information collected under paragraph 2 with  a the board   b the securities and exchange commission   c each appropriate prudential regulator   d the financial stability oversight council   e the department of justice and   f any other person that the commission determines to be appropriate, including  i foreign financial supervisors including foreign futures authorities   ii foreign central banks and   iii foreign ministries     5 confidentiality and indemnification agreement before the commission may share information with any entity described in paragraph 4  a the commission shall receive a written agreement from each entity stating that the entity shall abide by the confidentiality requirements described in section 8 relating to the information on swap transactions that is provided and   b each entity shall agree to indemnify the commission for any expenses arising from litigation relating to the information provided under section 8    6 public information each derivatives clearing organization that clears swaps shall provide to the commission including any designee of the commission information under paragraph 2 in such form and at such frequency as is required by the commission to comply with the public reporting requirements contained in section 2 a 13      f public disclosure section 8 e of the commodity exchange act 7 usc 12 e is amended in the last sentence  1 by inserting , central bank and ministries, after department each place it appears and   2 by striking is a party and inserting , is a party    g legal certainty for identified banking products  1 repeals the legal certainty for bank products act of 2000 7 usc 27 et seq is amended  a by striking sections 404 and 407 7 usc 27b, 27e   b in section 402 7 usc 27 , by striking subsection d and   c in section 408 7 usc 27f  i in subsection c  i by striking in the case and all that follows through a hybrid and inserting in the case of a hybrid   ii by striking or and inserting a period and   iii by striking paragraph 2    ii by striking subsection b and   iii by redesignating subsection c as subsection b     2 legal certainty for bank products act of 2000 section 403 of the legal certainty for bank products act of 2000 7 usc 27a is amended to read as follows  sec 403 exclusion of identified banking product  a exclusion except as provided in subsection b or c  1 the commodity exchange act 7 usc 1 et seq shall not apply to, and the commodity futures trading commission shall not exercise regulatory authority under the commodity exchange act 7 usc 1 et seq with respect to, an identified banking product and   2 the definitions of security-based swap in section 3 a 68 of the securities exchange act of 1934 and security-based swap agreement in section 1a 47 a v of the commodity exchange act and section 3 a 78 of the securities exchange act of 1934 do not include any identified bank product    b exception an appropriate federal banking agency may except an identified banking product of a bank under its regulatory jurisdiction from the exclusion in subsection a if the agency determines, in consultation with the commodity futures trading commission and the securities and exchange commission, that the product  1 would meet the definition of a swap under section 1a 47 of the commodity exchange act 7 usc 1a or a security-based swap under that section 3 a 68 of the securities exchange act of 1934 and   2 has become known to the trade as a swap or security-based swap, or otherwise has been structured as an identified banking product for the purpose of evading the provisions of the commodity exchange act 7 usc 1 et seq , the securities act of 1933 15 usc 77a et seq , or the securities exchange act of 1934 15 usc 78a et seq    c exception the exclusions in subsection a shall not apply to an identified bank product that  1 is a product of a bank that is not under the regulatory jurisdiction of an appropriate federal banking agency   2 meets the definition of swap in section 1a 47 of the commodity exchange act or security-based swap in section 3 a 68 of the securities exchange act of 1934 and   3 has become known to the trade as a swap or security-based swap, or otherwise has been structured as an identified banking product for the purpose of evading the provisions of the commodity exchange act 7 usc 1 et seq , the securities act of 1933 15 usc 77a et seq , or the securities exchange act of 1934 15 usc 78a et seq        h reducing clearing systemic risk section 5b f 1 of the commodity exchange act 7 usc 7a-1 f i is amended by adding at the end the following in order to minimize systemic risk, under no circumstances shall a derivatives clearing organization be compelled to accept the counterparty credit risk of another clearing organization    sec 726 rulemaking on conflict of interest  a in general in order to mitigate conflicts of interest, not later than 180 days after the date of enactment of the wall street transparency and accountability act of 2010, the commodity futures trading commission shall adopt rules which may include numerical limits on the control of, or the voting rights with respect to, any derivatives clearing organization that clears swaps, or swap execution facility or board of trade designated as a contract market that posts swaps or makes swaps available for trading, by a bank holding company as defined in section 2 of the bank holding company act of 1956 12 usc 1841 with total consolidated assets of $50,000,000,000 or more, a nonbank financial company as defined in section 102 supervised by the board, an affiliate of such a bank holding company or nonbank financial company, a swap dealer, major swap participant, or associated person of a swap dealer or major swap participant   b purposes the commission shall adopt rules if it determines, after the review described in subsection a , that such rules are necessary or appropriate to improve the governance of, or to mitigate systemic risk, promote competition, or mitigate conflicts of interest in connection with a swap dealer or major swap participants conduct of business with, a derivatives clearing organization, contract market, or swap execution facility that clears or posts swaps or makes swaps available for trading and in which such swap dealer or major swap participant has a material debt or equity investment   c considerations in adopting rules pursuant to this section, the commodity futures trading commission shall consider any conflicts of interest arising from the amount of equity owned by a single investor, the ability to vote, cause the vote of, or withhold votes entitled to be cast on any matters by the holders of the ownership interest, and the governance arrangements of any derivatives clearing organization that clears swaps, or swap execution facility or board of trade designated as a contract market that posts swaps or makes swaps available for trading    sec 727 public reporting of swap transaction data  section 2 a of the commodity exchange act 7 usc 2 a is amended by adding at the end the following  13 public availability of swap transaction data  a definition of real-time public reporting in this paragraph, the term real-time public reporting means to report data relating to a swap transaction, including price and volume, as soon as technologically practicable after the time at which the swap transaction has been executed   b purpose the purpose of this section is to authorize the commission to make swap transaction and pricing data available to the public in such form and at such times as the commission determines appropriate to enhance price discovery   c general rule the commission is authorized and required to provide by rule for the public availability of swap transaction and pricing data as follows  i with respect to those swaps that are subject to the mandatory clearing requirement described in subsection h 1 including those swaps that are excepted from the requirement pursuant to subsection h 7 , the commission shall require real-time public reporting for such transactions   ii with respect to those swaps that are not subject to the mandatory clearing requirement described in subsection h 1 , but are cleared at a registered derivatives clearing organization, the commission shall require real-time public reporting for such transactions   iii with respect to swaps that are not cleared at a registered derivatives clearing organization and which are reported to a swap data repository or the commission under subsection h 6 , the commission shall require real-time public reporting for such transactions, in a manner that does not disclose the business transactions and market positions of any person   iv with respect to swaps that are determined to be required to be cleared under subsection h 2 but are not cleared, the commission shall require real-time public reporting for such transactions    d registered entities and public reporting the commission may require registered entities to publicly disseminate the swap transaction and pricing data required to be reported under this paragraph   e rulemaking required with respect to the rule providing for the public availability of transaction and pricing data for swaps described in clauses i and ii of subparagraph c , the rule promulgated by the commission shall contain provisions  i to ensure such information does not identify the participants   ii to specify the criteria for determining what constitutes a large notional swap transaction block trade for particular markets and contracts   iii to specify the appropriate time delay for reporting large notional swap transactions block trades to the public and   iv that take into account whether the public disclosure will materially reduce market liquidity    f timeliness of reporting parties to a swap including agents of the parties to a swap shall be responsible for reporting swap transaction information to the appropriate registered entity in a timely manner as may be prescribed by the commission   g reporting of swaps to registered swap data repositories each swap whether cleared or uncleared shall be reported to a registered swap data repository    14 semiannual and annual public reporting of aggregate swap data  a in general in accordance with subparagraph b , the commission shall issue a written report on a semiannual and annual basis to make available to the public information relating to  i the trading and clearing in the major swap categories and   ii the market participants and developments in new products    b use consultation in preparing a report under subparagraph a , the commission shall  i use information from swap data repositories and derivatives clearing organizations and   ii consult with the office of the comptroller of the currency, the bank for international settlements, and such other regulatory bodies as may be necessary    c authority of the commission the commission may, by rule, regulation, or order, delegate the public reporting responsibilities of the commission under this paragraph in accordance with such terms and conditions as the commission determines to be appropriate and in the public interest       sec 728 swap data repositories  the commodity exchange act is amended by inserting after section 20 7 usc 24 the following  sec 21 swap data repositories  a registration requirement  1 requirement authority of derivatives clearing organization  a in general it shall be unlawful for any person, unless registered with the commission, directly or indirectly to make use of the mails or any means or instrumentality of interstate commerce to perform the functions of a swap data repository   b registration of derivatives clearing organizations a derivatives clearing organization may register as a swap data repository    2 inspection and examination each registered swap data repository shall be subject to inspection and examination by any representative of the commission   3 compliance with core principles  a in general to be registered, and maintain registration, as a swap data repository, the swap data repository shall comply with  i the requirements and core principles described in this section and   ii any requirement that the commission may impose by rule or regulation pursuant to section 8a 5    b reasonable discretion of swap data repository unless otherwise determined by the commission by rule or regulation, a swap data repository described in subparagraph a shall have reasonable discretion in establishing the manner in which the swap data repository complies with the core principles described in this section     b standard setting  1 data identification  a in general in accordance with subparagraph b , the commission shall prescribe standards that specify the data elements for each swap that shall be collected and maintained by each registered swap data repository   b requirement in carrying out subparagraph a , the commission shall prescribe consistent data element standards applicable to registered entities and reporting counterparties    2 data collection and maintenance the commission shall prescribe data collection and data maintenance standards for swap data repositories   3 comparability the standards prescribed by the commission under this subsection shall be comparable to the data standards imposed by the commission on derivatives clearing organizations in connection with their clearing of swaps    c duties a swap data repository shall  1 accept data prescribed by the commission for each swap under subsection b   2 confirm with both counterparties to the swap the accuracy of the data that was submitted   3 maintain the data described in paragraph 1 in such form, in such manner, and for such period as may be required by the commission   4  a provide direct electronic access to the commission or any designee of the commission, including another registered entity and   b provide the information described in paragraph 1 in such form and at such frequency as the commission may require to comply with the public reporting requirements contained in section 2 a 13    5 at the direction of the commission, establish automated systems for monitoring, screening, and analyzing swap data, including compliance and frequency of end user clearing exemption claims by individual and affiliated entities   6 maintain the privacy of any and all swap transaction information that the swap data repository receives from a swap dealer, counterparty, or any other registered entity and   7 on a confidential basis pursuant to section 8, upon request, and after notifying the commission of the request, make available all data obtained by the swap data repository, including individual counterparty trade and position data, to  a each appropriate prudential regulator   b the financial stability oversight council   c the securities and exchange commission   d the department of justice and   e any other person that the commission determines to be appropriate, including  i foreign financial supervisors including foreign futures authorities   ii foreign central banks and   iii foreign ministries and     8 establish and maintain emergency procedures, backup facilities, and a plan for disaster recovery that allows for the timely recovery and resumption of operations and the fulfillment of the responsibilities and obligations of the organization    d confidentiality and indemnification agreement before the swap data repository may share information with any entity described in subsection c 7  1 the swap data repository shall receive a written agreement from each entity stating that the entity shall abide by the confidentiality requirements described in section 8 relating to the information on swap transactions that is provided and   2 each entity shall agree to indemnify the swap data repository and the commission for any expenses arising from litigation relating to the information provided under section 8    e designation of chief compliance officer  1 in general each swap data repository shall designate an individual to serve as a chief compliance officer   2 duties the chief compliance officer shall  a report directly to the board or to the senior officer of the swap data repository   b review the compliance of the swap data repository with respect to the requirements and core principles described in this section   c in consultation with the board of the swap data repository, a body performing a function similar to the board of the swap data repository, or the senior officer of the swap data repository, resolve any conflicts of interest that may arise   d be responsible for administering each policy and procedure that is required to be established pursuant to this section   e ensure compliance with this act including regulations relating to agreements, contracts, or transactions, including each rule prescribed by the commission under this section   f establish procedures for the remediation of noncompliance issues identified by the chief compliance officer through any  i compliance office review   ii look-back   iii internal or external audit finding   iv self-reported error or   v validated complaint and    g establish and follow appropriate procedures for the handling, management response, remediation, retesting, and closing of noncompliance issues    3 annual reports  a in general in accordance with rules prescribed by the commission, the chief compliance officer shall annually prepare and sign a report that contains a description of  i the compliance of the swap data repository of the chief compliance officer with respect to this act including regulations and   ii each policy and procedure of the swap data repository of the chief compliance officer including the code of ethics and conflict of interest policies of the swap data repository    b requirements a compliance report under subparagraph a shall  i accompany each appropriate financial report of the swap data repository that is required to be furnished to the commission pursuant to this section and   ii include a certification that, under penalty of law, the compliance report is accurate and complete      f core principles applicable to swap data repositories  1 antitrust considerations unless necessary or appropriate to achieve the purposes of this act, a swap data repository shall not  a adopt any rule or take any action that results in any unreasonable restraint of trade or   b impose any material anticompetitive burden on the trading, clearing, or reporting of transactions    2 governance arrangements each swap data repository shall establish governance arrangements that are transparent  a to fulfill public interest requirements and   b to support the objectives of the federal government, owners, and participants    3 conflicts of interest each swap data repository shall  a establish and enforce rules to minimize conflicts of interest in the decision-making process of the swap data repository and   b establish a process for resolving conflicts of interest described in subparagraph a    4 additional duties developed by commission  a in general the commission may develop 1 or more additional duties applicable to swap data repositories   b consideration of evolving standards in developing additional duties under subparagraph a , the commission may take into consideration any evolving standard of the united states or the international community   c additional duties for commission designees the commission shall establish additional duties for any registrant described in section 1a 48 in order to minimize conflicts of interest, protect data, ensure compliance, and guarantee the safety and security of the swap data repository     g required registration for swap data repositories any person that is required to be registered as a swap data repository under this section shall register with the commission regardless of whether that person is also licensed as a bank or registered with the securities and exchange commission as a swap data repository   h rules the commission shall adopt rules governing persons that are registered under this section       sec 729 reporting and recordkeeping  the commodity exchange act is amended by inserting after section 4q 7 usc 6o1 the following  sec 4r reporting and recordkeeping for uncleared swaps  a required reporting of swaps not accepted by any derivatives clearing organization  1 in general each swap that is not accepted for clearing by any derivatives clearing organization shall be reported to  a a swap data repository described in section 21 or   b in the case in which there is no swap data repository that would accept the swap, to the commission pursuant to this section within such time period as the commission may by rule or regulation prescribe    2 transition rule for preenactment swaps  a swaps entered into before the date of enactment of the wall street transparency and accountability act of 2010 each swap entered into before the date of enactment of the wall street transparency and accountability act of 2010, the terms of which have not expired as of the date of enactment of that act, shall be reported to a registered swap data repository or the commission by a date that is not later than  i 30 days after issuance of the interim final rule or   ii such other period as the commission determines to be appropriate    b commission rulemaking the commission shall promulgate an interim final rule within 90 days of the date of enactment of this section providing for the reporting of each swap entered into before the date of enactment as referenced in subparagraph a   c effective date the reporting provisions described in this section shall be effective upon the enactment of this section    3 reporting obligations  a swaps in which only 1 counterparty is a swap dealer or major swap participant with respect to a swap in which only 1 counterparty is a swap dealer or major swap participant, the swap dealer or major swap participant shall report the swap as required under paragraphs 1 and 2   b swaps in which 1 counterparty is a swap dealer and the other a major swap participant with respect to a swap in which 1 counterparty is a swap dealer and the other a major swap participant, the swap dealer shall report the swap as required under paragraphs 1 and 2   c other swaps with respect to any other swap not described in subparagraph a or b , the counterparties to the swap shall select a counterparty to report the swap as required under paragraphs 1 and 2     b duties of certain individuals any individual or entity that enters into a swap shall meet each requirement described in subsection c if the individual or entity did not  1 clear the swap in accordance with section 2 h 1 or   2 have the data regarding the swap accepted by a swap data repository in accordance with rules including timeframes adopted by the commission under section 21    c requirements an individual or entity described in subsection b shall  1 upon written request from the commission, provide reports regarding the swaps held by the individual or entity to the commission in such form and in such manner as the commission may request and   2 maintain books and records pertaining to the swaps held by the individual or entity in such form, in such manner, and for such period as the commission may require, which shall be open to inspection by  a any representative of the commission   b an appropriate prudential regulator   c the securities and exchange commission   d the financial stability oversight council and   e the department of justice     d identical data in prescribing rules under this section, the commission shall require individuals and entities described in subsection b to submit to the commission a report that contains data that is not less comprehensive than the data required to be collected by swap data repositories under section 21       sec 730 large swap trader reporting  the commodity exchange act 7 usc 1 et seq is amended by adding after section 4s as added by section 731 the following  sec 4t large swap trader reporting  a prohibition  1 in general except as provided in paragraph 2 , it shall be unlawful for any person to enter into any swap that the commission determines to perform a significant price discovery function with respect to registered entities if  a the person directly or indirectly enters into the swap during any 1 day in an amount equal to or in excess of such amount as shall be established periodically by the commission and   b the person directly or indirectly has or obtains a position in the swap equal to or in excess of such amount as shall be established periodically by the commission    2 exception paragraph 1 shall not apply if  a the person files or causes to be filed with the properly designated officer of the commission such reports regarding any transactions or positions described in subparagraphs a and b of paragraph 1 as the commission may require by rule or regulation and   b in accordance with the rules and regulations of the commission, the person keeps books and records of all such swaps and any transactions and positions in any related commodity traded on or subject to the rules of any designated contract market or swap execution facility, and of cash or spot transactions in, inventories of, and purchase and sale commitments of, such a commodity     b requirements  1 in general books and records described in subsection a 2 b shall  a show such complete details concerning all transactions and positions as the commission may prescribe by rule or regulation   b be open at all times to inspection and examination by any representative of the commission and   c be open at all times to inspection and examination by the securities and exchange commission, to the extent such books and records relate to transactions in swaps as that term is defined in section 1a 47 a v , and consistent with the confidentiality and disclosure requirements of section 8    2 jurisdiction nothing in paragraph 1 shall affect the exclusive jurisdiction of the commission to prescribe recordkeeping and reporting requirements for large swap traders under this section    c applicability for purposes of this section, the swaps, futures, and cash or spot transactions and positions of any person shall include the swaps, futures, and cash or spot transactions and positions of any persons directly or indirectly controlled by the person   d significant price discovery function in making a determination as to whether a swap performs or affects a significant price discovery function with respect to registered entities, the commission shall consider the factors described in section 4a a 3       sec 731 registration and regulation of swap dealers and major swap participants  the commodity exchange act 7 usc 1 et seq is amended by inserting after section 4r as added by section 729 the following  sec 4s registration and regulation of swap dealers and major swap participants  a registration  1 swap dealers it shall be unlawful for any person to act as a swap dealer unless the person is registered as a swap dealer with the commission   2 major swap participants it shall be unlawful for any person to act as a major swap participant unless the person is registered as a major swap participant with the commission    b requirements  1 in general a person shall register as a swap dealer or major swap participant by filing a registration application with the commission   2 contents  a in general the application shall be made in such form and manner as prescribed by the commission, and shall contain such information, as the commission considers necessary concerning the business in which the applicant is or will be engaged   b continual reporting a person that is registered as a swap dealer or major swap participant shall continue to submit to the commission reports that contain such information pertaining to the business of the person as the commission may require    3 expiration each registration under this section shall expire at such time as the commission may prescribe by rule or regulation   4 rules except as provided in subsections d and e , the commission may prescribe rules applicable to swap dealers and major swap participants, including rules that limit the activities of swap dealers and major swap participants   5 transition rules under this section shall provide for the registration of swap dealers and major swap participants not later than 1 year after the date of enactment of the wall street transparency and accountability act of 2010   6 statutory disqualification except to the extent otherwise specifically provided by rule, regulation, or order, it shall be unlawful for a swap dealer or a major swap participant to permit any person associated with a swap dealer or a major swap participant who is subject to a statutory disqualification to effect or be involved in effecting swaps on behalf of the swap dealer or major swap participant, if the swap dealer or major swap participant knew, or in the exercise of reasonable care should have known, of the statutory disqualification    c dual registration  1 swap dealer any person that is required to be registered as a swap dealer under this section shall register with the commission regardless of whether the person also is a depository institution or is registered with the securities and exchange commission as a security-based swap dealer   2 major swap participant any person that is required to be registered as a major swap participant under this section shall register with the commission regardless of whether the person also is a depository institution or is registered with the securities and exchange commission as a major security-based swap participant    d rulemakings  1 in general the commission shall adopt rules for persons that are registered as swap dealers or major swap participants under this section   2 exception for prudential requirements  a in general the commission may not prescribe rules imposing prudential requirements on swap dealers or major swap participants for which there is a prudential regulator   b applicability subparagraph a does not limit the authority of the commission to prescribe rules as directed under this section     e capital and margin requirements  1 in general  a swap dealers and major swap participants that are banks each registered swap dealer and major swap participant for which there is a prudential regulator shall meet such minimum capital requirements and minimum initial and variation margin requirements as the prudential regulator shall by rule or regulation prescribe under paragraph 2 a   b swap dealers and major swap participants that are not banks each registered swap dealer and major swap participant for which there is not a prudential regulator shall meet such minimum capital requirements and minimum initial and variation margin requirements as the commission shall by rule or regulation prescribe under paragraph 2 b    2 rules  a swap dealers and major swap participants that are banks the prudential regulators, in consultation with the commission and the securities and exchange commission, shall jointly adopt rules for swap dealers and major swap participants, with respect to their activities as a swap dealer or major swap participant, for which there is a prudential regulator imposing  i capital requirements and   ii both initial and variation margin requirements on all swaps that are not cleared by a registered derivatives clearing organization    b swap dealers and major swap participants that are not banks the commission shall adopt rules for swap dealers and major swap participants, with respect to their activities as a swap dealer or major swap participant, for which there is not a prudential regulator imposing  i capital requirements and   ii both initial and variation margin requirements on all swaps that are not cleared by a registered derivatives clearing organization    c capital in setting capital requirements for a person that is designated as a swap dealer or a major swap participant for a single type or single class or category of swap or activities, the prudential regulator and the commission shall take into account the risks associated with other types of swaps or classes of swaps or categories of swaps engaged in and the other activities conducted by that person that are not otherwise subject to regulation applicable to that person by virtue of the status of the person as a swap dealer or a major swap participant    3 standards for capital and margin  a in general to offset the greater risk to the swap dealer or major swap participant and the financial system arising from the use of swaps that are not cleared, the requirements imposed under paragraph 2 shall  i help ensure the safety and soundness of the swap dealer or major swap participant and   ii be appropriate for the risk associated with the non-cleared swaps held as a swap dealer or major swap participant    b rule of construction  i in general nothing in this section shall limit, or be construed to limit, the authority  i of the commission to set financial responsibility rules for a futures commission merchant or introducing broker registered pursuant to section 4f a except for section 4f a 3 in accordance with section 4f b or   ii of the securities and exchange commission to set financial responsibility rules for a broker or dealer registered pursuant to section 15 b of the securities exchange act of 1934 15 usc 78o b except for section 15 b 11 of that act 15 usc 78o b 11 in accordance with section 15 c 3 of the securities exchange act of 1934 15 usc 78o c 3    ii futures commission merchants and other dealers a futures commission merchant, introducing broker, broker, or dealer shall maintain sufficient capital to comply with the stricter of any applicable capital requirements to which such futures commission merchant, introducing broker, broker, or dealer is subject to under this act or the securities exchange act of 1934 15 usc 78a et seq    c margin requirements in prescribing margin requirements under this subsection, the prudential regulator with respect to swap dealers and major swap participants for which it is the prudential regulator and the commission with respect to swap dealers and major swap participants for which there is no prudential regulator shall permit the use of noncash collateral, as the regulator or the commission determines to be consistent with  i preserving the financial integrity of markets trading swaps and   ii preserving the stability of the united states financial system    d comparability of capital and margin requirements  i in general the prudential regulators, the commission, and the securities and exchange commission shall periodically but not less frequently than annually consult on minimum capital requirements and minimum initial and variation margin requirements   ii comparability the entities described in clause i shall, to the maximum extent practicable, establish and maintain comparable minimum capital requirements and minimum initial and variation margin requirements, including the use of non cash collateral, for  i swap dealers and   ii major swap participants       f reporting and recordkeeping  1 in general each registered swap dealer and major swap participant  a shall make such reports as are required by the commission by rule or regulation regarding the transactions and positions and financial condition of the registered swap dealer or major swap participant   b  i for which there is a prudential regulator, shall keep books and records of all activities related to the business as a swap dealer or major swap participant in such form and manner and for such period as may be prescribed by the commission by rule or regulation and   ii for which there is no prudential regulator, shall keep books and records in such form and manner and for such period as may be prescribed by the commission by rule or regulation    c shall keep books and records described in subparagraph b open to inspection and examination by any representative of the commission and   d shall keep any such books and records relating to swaps defined in section 1a 47 a v open to inspection and examination by the securities and exchange commission    2 rules the commission shall adopt rules governing reporting and recordkeeping for swap dealers and major swap participants    g daily trading records  1 in general each registered swap dealer and major swap participant shall maintain daily trading records of the swaps of the registered swap dealer and major swap participant and all related records including related cash or forward transactions and recorded communications, including electronic mail, instant messages, and recordings of telephone calls, for such period as may be required by the commission by rule or regulation   2 information requirements the daily trading records shall include such information as the commission shall require by rule or regulation   3 counterparty records each registered swap dealer and major swap participant shall maintain daily trading records for each counterparty in a manner and form that is identifiable with each swap transaction   4 audit trail each registered swap dealer and major swap participant shall maintain a complete audit trail for conducting comprehensive and accurate trade reconstructions   5 rules the commission shall adopt rules governing daily trading records for swap dealers and major swap participants    h business conduct standards  1 in general each registered swap dealer and major swap participant shall conform with such business conduct standards as prescribed in paragraph 3 and as may be prescribed by the commission by rule or regulation that relate to  a fraud, manipulation, and other abusive practices involving swaps including swaps that are offered but not entered into   b diligent supervision of the business of the registered swap dealer and major swap participant   c adherence to all applicable position limits and   d such other matters as the commission determines to be appropriate    2 responsibilities with respect to special entities  a advising special entities a swap dealer or major swap participant that acts as an advisor to a special entity regarding a swap shall comply with the requirements of subparagraph 4 with respect to such special entity   b entering of swaps with respect to special entities a swap dealer that enters into or offers to enter into swap with a special entity shall comply with the requirements of subparagraph 5 with respect to such special entity   c special entity defined for purposes of this subsection, the term special entity means  i a federal agency   ii a state, state agency, city, county, municipality, or other political subdivision of a state   iii any employee benefit plan, as defined in section 3 of the employee retirement income security act of 1974 29 usc 1002   iv any governmental plan, as defined in section 3 of the employee retirement income security act of 1974 29 usc 1002 or   v any endowment, including an endowment that is an organization described in section 501 c 3 of the internal revenue code of 1986     3 business conduct requirements business conduct requirements adopted by the commission shall  a establish a duty for a swap dealer or major swap participant to verify that any counterparty meets the eligibility standards for an eligible contract participant   b require disclosure by the swap dealer or major swap participant to any counterparty to the transaction other than a swap dealer, major swap participant, security-based swap dealer, or major security-based swap participant of  i information about the material risks and characteristics of the swap   ii any material incentives or conflicts of interest that the swap dealer or major swap participant may have in connection with the swap and   iii  i for cleared swaps, upon the request of the counterparty, receipt of the daily mark of the transaction from the appropriate derivatives clearing organization and   ii for uncleared swaps, receipt of the daily mark of the transaction from the swap dealer or the major swap participant     c establish a duty for a swap dealer or major swap participant to communicate in a fair and balanced manner based on principles of fair dealing and good faith and   d establish such other standards and requirements as the commission may determine are appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of this act    4 special requirements for swap dealers acting as advisors  a in general it shall be unlawful for a swap dealer or major swap participant  i to employ any device, scheme, or artifice to defraud any special entity or prospective customer who is a special entity   ii to engage in any transaction, practice, or course of business that operates as a fraud or deceit on any special entity or prospective customer who is a special entity or   iii to engage in any act, practice, or course of business that is fraudulent, deceptive or manipulative    b duty any swap dealer that acts as an advisor to a special entity shall have a duty to act in the best interests of the special entity   c reasonable efforts any swap dealer that acts as an advisor to a special entity shall make reasonable efforts to obtain such information as is necessary to make a reasonable determination that any swap recommended by the swap dealer is in the best interests of the special entity, including information relating to  i the financial status of the special entity   ii the tax status of the special entity   iii the investment or financing objectives of the special entity and   iv any other information that the commission may prescribe by rule or regulation     5 special requirements for swap dealers as counterparties to special entities  a any swap dealer or major swap participant that offers to enter or enters into a swap with a special entity shall  i comply with any duty established by the commission for a swap dealer or major swap participant, with respect to a counterparty that is an eligible contract participant within the meaning of subclause i or ii of clause vii of section 1a 18 of this act, that requires the swap dealer or major swap participant to have a reasonable basis to believe that the counterparty that is a special entity has an independent representative that  i has sufficient knowledge to evaluate the transaction and risks   ii is not subject to a statutory disqualification   iii is independent of the swap dealer or major swap participant   iv undertakes a duty to act in the best interests of the counterparty it represents   v makes appropriate disclosures   vi will provide written representations to the special entity regarding fair pricing and the appropriateness of the transaction and   vii in the case of employee benefit plans subject to the employee retirement income security act of 1974, is a fiduciary as defined in section 3 of that act 29 usc 1002 and    ii before the initiation of the transaction, disclose to the special entity in writing the capacity in which the swap dealer is acting and    b the commission may establish such other standards and requirements as the commission may determine are appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of this act    6 rules the commission shall prescribe rules under this subsection governing business conduct standards for swap dealers and major swap participants   7 applicability this section shall not apply with respect to a transaction that is  a initiated by a special entity on an exchange or swap execution facility and   b one in which the swap dealer or major swap participant does not know the identity of the counterparty to the transaction     i documentation standards  1 in general each registered swap dealer and major swap participant shall conform with such standards as may be prescribed by the commission by rule or regulation that relate to timely and accurate confirmation, processing, netting, documentation, and valuation of all swaps   2 rules the commission shall adopt rules governing documentation standards for swap dealers and major swap participants    j duties each registered swap dealer and major swap participant at all times shall comply with the following requirements  1 monitoring of trading the swap dealer or major swap participant shall monitor its trading in swaps to prevent violations of applicable position limits   2 risk management procedures the swap dealer or major swap participant shall establish robust and professional risk management systems adequate for managing the day-to-day business of the swap dealer or major swap participant   3 disclosure of general information the swap dealer or major swap participant shall disclose to the commission and to the prudential regulator for the swap dealer or major swap participant, as applicable, information concerning  a terms and conditions of its swaps   b swap trading operations, mechanisms, and practices   c financial integrity protections relating to swaps and   d other information relevant to its trading in swaps    4 ability to obtain information the swap dealer or major swap participant shall  a establish and enforce internal systems and procedures to obtain any necessary information to perform any of the functions described in this section and   b provide the information to the commission and to the prudential regulator for the swap dealer or major swap participant, as applicable, on request    5 conflicts of interest the swap dealer and major swap participant shall implement conflict-of-interest systems and procedures that  a establish structural and institutional safeguards to ensure that the activities of any person within the firm relating to research or analysis of the price or market for any commodity or swap or acting in a role of providing clearing activities or making determinations as to accepting clearing customers are separated by appropriate informational partitions within the firm from the review, pressure, or oversight of persons whose involvement in pricing, trading, or clearing activities might potentially bias their judgment or supervision and contravene the core principles of open access and the business conduct standards described in this act and   b address such other issues as the commission determines to be appropriate    6 antitrust considerations unless necessary or appropriate to achieve the purposes of this act, a swap dealer or major swap participant shall not  a adopt any process or take any action that results in any unreasonable restraint of trade or   b impose any material anticompetitive burden on trading or clearing    7 rules the commission shall prescribe rules under this subsection governing duties of swap dealers and major swap participants    k designation of chief compliance officer  1 in general each swap dealer and major swap participant shall designate an individual to serve as a chief compliance officer   2 duties the chief compliance officer shall  a report directly to the board or to the senior officer of the swap dealer or major swap participant   b review the compliance of the swap dealer or major swap participant with respect to the swap dealer and major swap participant requirements described in this section   c in consultation with the board of directors, a body performing a function similar to the board, or the senior officer of the organization, resolve any conflicts of interest that may arise   d be responsible for administering each policy and procedure that is required to be established pursuant to this section   e ensure compliance with this act including regulations relating to swaps, including each rule prescribed by the commission under this section   f establish procedures for the remediation of noncompliance issues identified by the chief compliance officer through any  i compliance office review   ii look-back   iii internal or external audit finding   iv self-reported error or   v validated complaint and    g establish and follow appropriate procedures for the handling, management response, remediation, retesting, and closing of noncompliance issues    3 annual reports  a in general in accordance with rules prescribed by the commission, the chief compliance officer shall annually prepare and sign a report that contains a description of  i the compliance of the swap dealer or major swap participant with respect to this act including regulations and   ii each policy and procedure of the swap dealer or major swap participant of the chief compliance officer including the code of ethics and conflict of interest policies    b requirements a compliance report under subparagraph a shall  i accompany each appropriate financial report of the swap dealer or major swap participant that is required to be furnished to the commission pursuant to this section and   ii include a certification that, under penalty of law, the compliance report is accurate and complete          sec 732 conflicts of interest  section 4d of the commodity exchange act 7 usc 6d is amended  1 by redesignating subsection c as subsection e and   2 by inserting after subsection b the following  c conflicts of interest the commission shall require that futures commission merchants and introducing brokers implement conflict-of-interest systems and procedures that  1 establish structural and institutional safeguards to ensure that the activities of any person within the firm relating to research or analysis of the price or market for any commodity are separated by appropriate informational partitions within the firm from the review, pressure, or oversight of persons whose involvement in trading or clearing activities might potentially bias the judgment or supervision of the persons and   2 address such other issues as the commission determines to be appropriate    d designation of chief compliance officer each futures commission merchant shall designate an individual to serve as its chief compliance officer and perform such duties and responsibilities as shall be set forth in regulations to be adopted by the commission or rules to be adopted by a futures association registered under section 17       sec 733 swap execution facilities  the commodity exchange act is amended by inserting after section 5g 7 usc 7b2 the following  sec 5h swap execution facilities  a registration  1 in general no person may operate a facility for the trading or processing of swaps unless the facility is registered as a swap execution facility or as a designated contract market under this section   2 dual registration any person that is registered as a swap execution facility under this section shall register with the commission regardless of whether the person also is registered with the securities and exchange commission as a swap execution facility    b trading and trade processing  1 in general except as specified in paragraph 2 , a swap execution facility that is registered under subsection a may  a make available for trading any swap and   b facilitate trade processing of any swap    2 agricultural swaps a swap execution facility may not list for trading or confirm the execution of any swap in an agricultural commodity as defined by the commission except pursuant to a rule or regulation of the commission allowing the swap under such terms and conditions as the commission shall prescribe    c identification of facility used to trade swaps by contract markets a board of trade that operates a contract market shall, to the extent that the board of trade also operates a swap execution facility and uses the same electronic trade execution system for listing and executing trades of swaps on or through the contract market and the swap execution facility, identify whether the electronic trading of such swaps is taking place on or through the contract market or the swap execution facility   d rule-writing  1 the securities and exchange commission and commodity futures trading commission may promulgate rules defining the universe of swaps that can be executed on a swap execution facility these rules shall take into account the price and nonprice requirements of the counterparties to a swap and the goal of this section as set forth in subsection e   2 for all swaps that are not required to be executed through a swap execution facility as defined in paragraph 1 , such trades may be executed through any other available means of interstate commerce   3 the securities and exchange commission and commodity futures trading commission shall update these rules as necessary to account for technological and other innovation    e rule of construction the goal of this section is to promote the trading of swaps on swap execution facilities and to promote pre-trade price transparency in the swaps market   f core principles for swap execution facilities  1 compliance with core principles  a in general to be registered, and maintain registration, as a swap execution facility, the swap execution facility shall comply with  i the core principles described in this subsection and   ii any requirement that the commission may impose by rule or regulation pursuant to section 8a 5    b reasonable discretion of swap execution facility unless otherwise determined by the commission by rule or regulation, a swap execution facility described in subparagraph a shall have reasonable discretion in establishing the manner in which the swap execution facility complies with the core principles described in this subsection    2 compliance with rules a swap execution facility shall  a establish and enforce compliance with any rule of the swap execution facility, including  i the terms and conditions of the swaps traded or processed on or through the swap execution facility and   ii any limitation on access to the swap execution facility    b establish and enforce trading, trade processing, and participation rules that will deter abuses and have the capacity to detect, investigate, and enforce those rules, including means  i to provide market participants with impartial access to the market and   ii to capture information that may be used in establishing whether rule violations have occurred    c establish rules governing the operation of the facility, including rules specifying trading procedures to be used in entering and executing orders traded or posted on the facility, including block trades and   d provide by its rules that when a swap dealer or major swap participant enters into or facilitates a swap that is subject to the mandatory clearing requirement of section 2 h , the swap dealer or major swap participant shall be responsible for compliance with the mandatory trading requirement under section 2 h 8    3 swaps not readily susceptible to manipulation the swap execution facility shall permit trading only in swaps that are not readily susceptible to manipulation   4 monitoring of trading and trade processing the swap execution facility shall  a establish and enforce rules or terms and conditions defining, or specifications detailing  i trading procedures to be used in entering and executing orders traded on or through the facilities of the swap execution facility and   ii procedures for trade processing of swaps on or through the facilities of the swap execution facility and    b monitor trading in swaps to prevent manipulation, price distortion, and disruptions of the delivery or cash settlement process through surveillance, compliance, and disciplinary practices and procedures, including methods for conducting real-time monitoring of trading and comprehensive and accurate trade reconstructions    5 ability to obtain information the swap execution facility shall  a establish and enforce rules that will allow the facility to obtain any necessary information to perform any of the functions described in this section   b provide the information to the commission on request and   c have the capacity to carry out such international information-sharing agreements as the commission may require    6 position limits or accountability  a in general to reduce the potential threat of market manipulation or congestion, especially during trading in the delivery month, a swap execution facility that is a trading facility shall adopt for each of the contracts of the facility, as is necessary and appropriate, position limitations or position accountability for speculators   b position limits for any contract that is subject to a position limitation established by the commission pursuant to section 4a a , the swap execution facility shall  i set its position limitation at a level no higher than the commission limitation and   ii monitor positions established on or through the swap execution facility for compliance with the limit set by the commission and the limit, if any, set by the swap execution facility     7 financial integrity of transactions the swap execution facility shall establish and enforce rules and procedures for ensuring the financial integrity of swaps entered on or through the facilities of the swap execution facility, including the clearance and settlement of the swaps pursuant to section 2 h 1   8 emergency authority the swap execution facility shall adopt rules to provide for the exercise of emergency authority, in consultation or cooperation with the commission, as is necessary and appropriate, including the authority to liquidate or transfer open positions in any swap or to suspend or curtail trading in a swap   9 timely publication of trading information  a in general the swap execution facility shall make public timely information on price, trading volume, and other trading data on swaps to the extent prescribed by the commission   b capacity of swap execution facility the swap execution facility shall be required to have the capacity to electronically capture and transmit trade information with respect to transactions executed on the facility    10 recordkeeping and reporting  a in general a swap execution facility shall  i maintain records of all activities relating to the business of the facility, including a complete audit trail, in a form and manner acceptable to the commission for a period of 5 years   ii report to the commission, in a form and manner acceptable to the commission, such information as the commission determines to be necessary or appropriate for the commission to perform the duties of the commission under this act and   iii shall keep any such records relating to swaps defined in section 1a 47 a v open to inspection and examination by the securities and exchange commission    b requirements the commission shall adopt data collection and reporting requirements for swap execution facilities that are comparable to corresponding requirements for derivatives clearing organizations and swap data repositories    11 antitrust considerations unless necessary or appropriate to achieve the purposes of this act, the swap execution facility shall not  a adopt any rules or taking any actions that result in any unreasonable restraint of trade or   b impose any material anticompetitive burden on trading or clearing    12 conflicts of interest the swap execution facility shall  a establish and enforce rules to minimize conflicts of interest in its decision-making process and   b establish a process for resolving the conflicts of interest    13 financial resources  a in general the swap execution facility shall have adequate financial, operational, and managerial resources to discharge each responsibility of the swap execution facility   b determination of resource adequacy the financial resources of a swap execution facility shall be considered to be adequate if the value of the financial resources exceeds the total amount that would enable the swap execution facility to cover the operating costs of the swap execution facility for a 1-year period, as calculated on a rolling basis    14 system safeguards the swap execution facility shall  a establish and maintain a program of risk analysis and oversight to identify and minimize sources of operational risk, through the development of appropriate controls and procedures, and automated systems, that  i are reliable and secure and   ii have adequate scalable capacity    b establish and maintain emergency procedures, backup facilities, and a plan for disaster recovery that allow for  i the timely recovery and resumption of operations and   ii the fulfillment of the responsibilities and obligations of the swap execution facility and    c periodically conduct tests to verify that the backup resources of the swap execution facility are sufficient to ensure continued  i order processing and trade matching   ii price reporting   iii market surveillance and   iv maintenance of a comprehensive and accurate audit trail     15 designation of chief compliance officer  a in general each swap execution facility shall designate an individual to serve as a chief compliance officer   b duties the chief compliance officer shall  i report directly to the board or to the senior officer of the facility   ii review compliance with the core principles in this subsection   iii in consultation with the board of the facility, a body performing a function similar to that of a board, or the senior officer of the facility, resolve any conflicts of interest that may arise   iv be responsible for establishing and administering the policies and procedures required to be established pursuant to this section   v ensure compliance with this act and the rules and regulations issued under this act, including rules prescribed by the commission pursuant to this section and   vi establish procedures for the remediation of noncompliance issues found during compliance office reviews, look backs, internal or external audit findings, self-reported errors, or through validated complaints    c requirements for procedures in establishing procedures under subparagraph b vi , the chief compliance officer shall design the procedures to establish the handling, management response, remediation, retesting, and closing of noncompliance issues   d annual reports  i in general in accordance with rules prescribed by the commission, the chief compliance officer shall annually prepare and sign a report that contains a description of  i the compliance of the swap execution facility with this act and   ii the policies and procedures, including the code of ethics and conflict of interest policies, of the swap execution facility    ii requirements the chief compliance officer shall  i submit each report described in clause i with the appropriate financial report of the swap execution facility that is required to be submitted to the commission pursuant to this section and   ii include in the report a certification that, under penalty of law, the report is accurate and complete       g exemptions the commission may exempt, conditionally or unconditionally, a swap execution facility from registration under this section if the commission finds that the facility is subject to comparable, comprehensive supervision and regulation on a consolidated basis by the securities and exchange commission, a prudential regulator, or the appropriate governmental authorities in the home country of the facility   h rules the commission shall prescribe rules governing the regulation of alternative swap execution facilities under this section       sec 734 derivatives transaction execution facilities and exempt boards of trade  a in general sections 5a and 5d of the commodity exchange act 7 usc 7a, 7a3 are repealed   b conforming amendments  1 section 2 of the commodity exchange act 7 usc 2 is amended  a in subsection a 1 a , in the first sentence, by striking or 5a and   b in paragraph 2 of subsection g as redesignated by section 723 a 1 b , by striking section 5a of this act and all that follows through 5d of this act and inserting section 5b of this act    2 section 6 g 1 a of the securities exchange act of 1934 15 usc 78f g 1 a is amended  a by striking that and all that follows through i has been designated and inserting that has been designated   b by striking or and inserting and and   c by striking clause ii     c ability to petition commission  1 in general prior to the final effective dates in this title, a person may petition the commodity futures trading commission to remain subject to the provisions of section 5d of the commodity exchange act, as such provisions existed prior to the effective date of this subtitle   2 consideration of petition the commodity futures trading commission shall consider any petition submitted under paragraph 1 in a prompt manner and may allow a person to continue operating subject to the provisions of section 5d of the commodity exchange act for up to 1 year after the effective date of this subtitle     sec 735 designated contract markets  a criteria for designation section 5 of the commodity exchange act 7 usc 7 is amended by striking subsection b   b core principles for contract markets section 5 of the commodity exchange act 7 usc 7 is amended by striking subsection d and inserting the following  d core principles for contract markets  1 designation as contract market  a in general to be designated, and maintain a designation, as a contract market, a board of trade shall comply with  i any core principle described in this subsection and   ii any requirement that the commission may impose by rule or regulation pursuant to section 8a 5    b reasonable discretion of contract market unless otherwise determined by the commission by rule or regulation, a board of trade described in subparagraph a shall have reasonable discretion in establishing the manner in which the board of trade complies with the core principles described in this subsection    2 compliance with rules  a in general the board of trade shall establish, monitor, and enforce compliance with the rules of the contract market, including  i access requirements   ii the terms and conditions of any contracts to be traded on the contract market and   iii rules prohibiting abusive trade practices on the contract market    b capacity of contract market the board of trade shall have the capacity to detect, investigate, and apply appropriate sanctions to any person that violates any rule of the contract market   c requirement of rules the rules of the contract market shall provide the board of trade with the ability and authority to obtain any necessary information to perform any function described in this subsection, including the capacity to carry out such international information-sharing agreements as the commission may require    3 contracts not readily subject to manipulation the board of trade shall list on the contract market only contracts that are not readily susceptible to manipulation   4 prevention of market disruption the board of trade shall have the capacity and responsibility to prevent manipulation, price distortion, and disruptions of the delivery or cash-settlement process through market surveillance, compliance, and enforcement practices and procedures, including  a methods for conducting real-time monitoring of trading and   b comprehensive and accurate trade reconstructions    5 position limitations or accountability  a in general to reduce the potential threat of market manipulation or congestion especially during trading in the delivery month , the board of trade shall adopt for each contract of the board of trade, as is necessary and appropriate, position limitations or position accountability for speculators   b maximum allowable position limitation for any contract that is subject to a position limitation established by the commission pursuant to section 4a a , the board of trade shall set the position limitation of the board of trade at a level not higher than the position limitation established by the commission    6 emergency authority the board of trade, in consultation or cooperation with the commission, shall adopt rules to provide for the exercise of emergency authority, as is necessary and appropriate, including the authority  a to liquidate or transfer open positions in any contract   b to suspend or curtail trading in any contract and   c to require market participants in any contract to meet special margin requirements    7 availability of general information the board of trade shall make available to market authorities, market participants, and the public accurate information concerning  a the terms and conditions of the contracts of the contract market and   b  i the rules, regulations, and mechanisms for executing transactions on or through the facilities of the contract market and   ii the rules and specifications describing the operation of the contract markets  i electronic matching platform or   ii trade execution facility      8 daily publication of trading information the board of trade shall make public daily information on settlement prices, volume, open interest, and opening and closing ranges for actively traded contracts on the contract market   9 execution of transactions  a in general the board of trade shall provide a competitive, open, and efficient market and mechanism for executing transactions that protects the price discovery process of trading in the centralized market of the board of trade   b rules the rules of the board of trade may authorize, for bona fide business purposes  i transfer trades or office trades   ii an exchange of  i futures in connection with a cash commodity transaction   ii futures for cash commodities or   iii futures for swaps or    iii a futures commission merchant, acting as principal or agent, to enter into or confirm the execution of a contract for the purchase or sale of a commodity for future delivery if the contract is reported, recorded, or cleared in accordance with the rules of the contract market or a derivatives clearing organization     10 trade information the board of trade shall maintain rules and procedures to provide for the recording and safe storage of all identifying trade information in a manner that enables the contract market to use the information  a to assist in the prevention of customer and market abuses and   b to provide evidence of any violations of the rules of the contract market    11 financial integrity of transactions the board of trade shall establish and enforce  a rules and procedures for ensuring the financial integrity of transactions entered into on or through the facilities of the contract market including the clearance and settlement of the transactions with a derivatives clearing organization and   b rules to ensure  i the financial integrity of any  i futures commission merchant and   ii introducing broker and    ii the protection of customer funds     12 protection of markets and market participants the board of trade shall establish and enforce rules  a to protect markets and market participants from abusive practices committed by any party, including abusive practices committed by a party acting as an agent for a participant and   b to promote fair and equitable trading on the contract market    13 disciplinary procedures the board of trade shall establish and enforce disciplinary procedures that authorize the board of trade to discipline, suspend, or expel members or market participants that violate the rules of the board of trade, or similar methods for performing the same functions, including delegation of the functions to third parties   14 dispute resolution the board of trade shall establish and enforce rules regarding, and provide facilities for alternative dispute resolution as appropriate for, market participants and any market intermediaries   15 governance fitness standards the board of trade shall establish and enforce appropriate fitness standards for directors, members of any disciplinary committee, members of the contract market, and any other person with direct access to the facility including any party affiliated with any person described in this paragraph   16 conflicts of interest the board of trade shall establish and enforce rules  a to minimize conflicts of interest in the decision-making process of the contract market and   b to establish a process for resolving conflicts of interest described in subparagraph a    17 composition of governing boards of contract markets the governance arrangements of the board of trade shall be designed to permit consideration of the views of market participants   18 recordkeeping the board of trade shall maintain records of all activities relating to the business of the contract market  a in a form and manner that is acceptable to the commission and   b for a period of at least 5 years    19 antitrust considerations unless necessary or appropriate to achieve the purposes of this act, the board of trade shall not  a adopt any rule or taking any action that results in any unreasonable restraint of trade or   b impose any material anticompetitive burden on trading on the contract market    20 system safeguards the board of trade shall  a establish and maintain a program of risk analysis and oversight to identify and minimize sources of operational risk, through the development of appropriate controls and procedures, and the development of automated systems, that are reliable, secure, and have adequate scalable capacity   b establish and maintain emergency procedures, backup facilities, and a plan for disaster recovery that allow for the timely recovery and resumption of operations and the fulfillment of the responsibilities and obligations of the board of trade and   c periodically conduct tests to verify that backup resources are sufficient to ensure continued order processing and trade matching, price reporting, market surveillance, and maintenance of a comprehensive and accurate audit trail    21 financial resources  a in general the board of trade shall have adequate financial, operational, and managerial resources to discharge each responsibility of the board of trade   b determination of adequacy the financial resources of the board of trade shall be considered to be adequate if the value of the financial resources exceeds the total amount that would enable the contract market to cover the operating costs of the contract market for a 1-year period, as calculated on a rolling basis    22 diversity of board of directors the board of trade, if a publicly traded company, shall endeavor to recruit individuals to serve on the board of directors and the other decision-making bodies as determined by the commission of the board of trade from among, and to have the composition of the bodies reflect, a broad and culturally diverse pool of qualified candidates   23 securities and exchange commission the board of trade shall keep any such records relating to swaps defined in section 1a 47 a v open to inspection and examination by the securities and exchange commission       sec 736 margin  section 8a 7 of the commodity exchange act 7 usc 12a 7 is amended  1 in subparagraph c , by striking , excepting the setting of levels of margin   2 by redesignating subparagraphs d through f as subparagraphs e through g , respectively and   3 by inserting after subparagraph c the following  d margin requirements, provided that the rules, regulations, or orders shall  i be limited to protecting the financial integrity of the derivatives clearing organization   ii be designed for risk management purposes to protect the financial integrity of transactions and   iii not set specific margin amounts        sec 737 position limits  a aggregate position limits section 4a a of the commodity exchange act 7 usc 6a a is amended  1 by inserting after a the following  1 in general     2 in the first sentence, by striking on electronic trading facilities with respect to a significant price discovery contract and inserting swaps that perform or affect a significant price discovery function with respect to registered entities   3 in the second sentence  a by inserting , including any group or class of traders, after held by any person and   b by striking on an electronic trading facility with respect to a significant price discovery contract, and inserting swaps traded on or subject to the rules of a designated contract market or a swap execution facility, or swaps not traded on or subject to the rules of a designated contract market or a swap execution facility that performs a significant price discovery function with respect to a registered entity, and    4 by adding at the end the following  2 establishment of limitations  a in general in accordance with the standards set forth in paragraph 1 of this subsection and consistent with the good faith exception cited in subsection b 2 , with respect to physical commodities other than excluded commodities as defined by the commission, the commission shall by rule, regulation, or order establish limits on the amount of positions, as appropriate, other than bona fide hedge positions, that may be held by any person with respect to contracts of sale for future delivery or with respect to options on the contracts or commodities traded on or subject to the rules of a designated contract market   b timing  i exempt commodities for exempt commodities, the limits required under subparagraph a shall be established within 180 days after the date of the enactment of this paragraph   ii agricultural commodities for agricultural commodities, the limits required under subparagraph a shall be established within 270 days after the date of the enactment of this paragraph    c goal in establishing the limits required under subparagraph a , the commission shall strive to ensure that trading on foreign boards of trade in the same commodity will be subject to comparable limits and that any limits to be imposed by the commission will not cause price discovery in the commodity to shift to trading on the foreign boards of trade    3 specific limitations in establishing the limits required in paragraph 2 , the commission, as appropriate, shall set limits  a on the number of positions that may be held by any person for the spot month, each other month, and the aggregate number of positions that may be held by any person for all months and   b to the maximum extent practicable, in its discretion  i to diminish, eliminate, or prevent excessive speculation as described under this section   ii to deter and prevent market manipulation, squeezes, and corners   iii to ensure sufficient market liquidity for bona fide hedgers and   iv to ensure that the price discovery function of the underlying market is not disrupted     4 significant price discovery function in making a determination whether a swap performs or affects a significant price discovery function with respect to regulated markets, the commission shall consider, as appropriate  a price linkage the extent to which the swap uses or otherwise relies on a daily or final settlement price, or other major price parameter, of another contract traded on a regulated market based upon the same underlying commodity, to value a position, transfer or convert a position, financially settle a position, or close out a position   b arbitrage the extent to which the price for the swap is sufficiently related to the price of another contract traded on a regulated market based upon the same underlying commodity so as to permit market participants to effectively arbitrage between the markets by simultaneously maintaining positions or executing trades in the swaps on a frequent and recurring basis   c material price reference the extent to which, on a frequent and recurring basis, bids, offers, or transactions in a contract traded on a regulated market are directly based on, or are determined by referencing, the price generated by the swap   d material liquidity the extent to which the volume of swaps being traded in the commodity is sufficient to have a material effect on another contract traded on a regulated market   e other material factors such other material factors as the commission specifies by rule or regulation as relevant to determine whether a swap serves a significant price discovery function with respect to a regulated market    5 economically equivalent contracts  a notwithstanding any other provision of this section, the commission shall establish limits on the amount of positions, including aggregate position limits, as appropriate, other than bona fide hedge positions, that may be held by any person with respect to swaps that are economically equivalent to contracts of sale for future delivery or to options on the contracts or commodities traded on or subject to the rules of a designated contract market subject to paragraph 2   b in establishing limits pursuant to subparagraph a , the commission shall  i develop the limits concurrently with limits established under paragraph 2 , and the limits shall have similar requirements as under paragraph 3 b and   ii establish the limits simultaneously with limits established under paragraph 2     6 aggregate position limits the commission shall, by rule or regulation, establish limits including related hedge exemption provisions on the aggregate number or amount of positions in contracts based upon the same underlying commodity as defined by the commission that may be held by any person, including any group or class of traders, for each month across  a contracts listed by designated contract markets   b with respect to an agreement contract, or transaction that settles against any price including the daily or final settlement price of 1 or more contracts listed for trading on a registered entity, contracts traded on a foreign board of trade that provides members or other participants located in the united states with direct access to its electronic trading and order matching system and   c swap contracts that perform or affect a significant price discovery function with respect to regulated entities    7 exemptions the commission, by rule, regulation, or order, may exempt, conditionally or unconditionally, any person or class of persons, any swap or class of swaps, any contract of sale of a commodity for future delivery or class of such contracts, any option or class of options, or any transaction or class of transactions from any requirement it may establish under this section with respect to position limits      b conforming amendments section 4a b of the commodity exchange act 7 usc 6a b is amended  1 in paragraph 1 , by striking or derivatives transaction execution facility or facilities or electronic trading facility and inserting or swap execution facility or facilities and   2 in paragraph 2 , by striking or derivatives transaction execution facility or facilities or electronic trading facility and inserting or swap execution facility    c bona fide hedging transaction section 4a c of the commodity exchange act is amended  1 by inserting 1 after c and   2 by adding at the end the following  2 for the purposes of implementation of subsection a 2 for contracts of sale for future delivery or options on the contracts or commodities, the commission shall define what constitutes a bona fide hedging transaction or position as a transaction or position that  a  i represents a substitute for transactions made or to be made or positions taken or to be taken at a later time in a physical marketing channel   ii is economically appropriate to the reduction of risks in the conduct and management of a commercial enterprise and   iii arises from the potential change in the value of  i assets that a person owns, produces, manufactures, processes, or merchandises or anticipates owning, producing, manufacturing, processing, or merchandising   ii liabilities that a person owns or anticipates incurring or   iii services that a person provides, purchases, or anticipates providing or purchasing or     b reduces risks attendant to a position resulting from a swap that  i was executed opposite a counterparty for which the transaction would qualify as a bona fide hedging transaction pursuant to subparagraph a or   ii meets the requirements of subparagraph a        d effective date this section and the amendments made by this section shall become effective on the date of the enactment of this section    sec 738 foreign boards of trade  a in general section 4 b of the commodity exchange act 7 usc 6 b is amended  1 in the first sentence, by striking the commission and inserting the following  2 persons located in the united states  a in general the commission      2 in the second sentence, by striking such rules and regulations and inserting the following  b different requirements rules and regulations described in subparagraph a     3 in the third sentence  a by striking no rule or regulation and inserting the following  c prohibition except as provided in paragraphs 1 and 2 , no rule or regulation     b by striking that 1 requires and inserting the following that  i requires   and   c by striking market, or 2 governs and inserting the following market or  ii governs   and    4 by inserting before paragraph 2 as designated by paragraph 1 the following  1 foreign boards of trade  a registration the commission may adopt rules and regulations requiring registration with the commission for a foreign board of trade that provides the members of the foreign board of trade or other participants located in the united states with direct access to the electronic trading and order matching system of the foreign board of trade, including rules and regulations prescribing procedures and requirements applicable to the registration of such foreign boards of trade for purposes of this paragraph, direct access refers to an explicit grant of authority by a foreign board of trade to an identified member or other participant located in the united states to enter trades directly into the trade matching system of the foreign board of trade in adopting such rules and regulations, the commission shall consider  i whether any such foreign board of trade is subject to comparable, comprehensive supervision and regulation by the appropriate governmental authorities in the foreign board of trade s home country and   ii any previous commission findings that the foreign board of trade is subject to comparable comprehensive supervision and regulation by the appropriate government authorities in the foreign board of trade s home country    b linked contracts the commission may not permit a foreign board of trade to provide to the members of the foreign board of trade or other participants located in the united states direct access to the electronic trading and order-matching system of the foreign board of trade with respect to an agreement, contract, or transaction that settles against any price including the daily or final settlement price of 1 or more contracts listed for trading on a registered entity, unless the commission determines that  i the foreign board of trade makes public daily trading information regarding the agreement, contract, or transaction that is comparable to the daily trading information published by the registered entity for the 1 or more contracts against which the agreement, contract, or transaction traded on the foreign board of trade settles and   ii the foreign board of trade or the foreign futures authority that oversees the foreign board of trade  i adopts position limits including related hedge exemption provisions for the agreement, contract, or transaction that are comparable to the position limits including related hedge exemption provisions adopted by the registered entity for the 1 or more contracts against which the agreement, contract, or transaction traded on the foreign board of trade settles   ii has the authority to require or direct market participants to limit, reduce, or liquidate any position the foreign board of trade or the foreign futures authority that oversees the foreign board of trade determines to be necessary to prevent or reduce the threat of price manipulation, excessive speculation as described in section 4a, price distortion, or disruption of delivery or the cash settlement process   iii agrees to promptly notify the commission, with regard to the agreement, contract, or transaction that settles against any price including the daily or final settlement price of 1 or more contracts listed for trading on a registered entity, of any change regarding  aa the information that the foreign board of trade will make publicly available   bb the position limits that the foreign board of trade or foreign futures authority will adopt and enforce   cc the position reductions required to prevent manipulation, excessive speculation as described in section 4a, price distortion, or disruption of delivery or the cash settlement process and   dd any other area of interest expressed by the commission to the foreign board of trade or foreign futures authority    iv provides information to the commission regarding large trader positions in the agreement, contract, or transaction that is comparable to the large trader position information collected by the commission for the 1 or more contracts against which the agreement, contract, or transaction traded on the foreign board of trade settles and   v provides the commission such information as is necessary to publish reports on aggregate trader positions for the agreement, contract, or transaction traded on the foreign board of trade that are comparable to such reports on aggregate trader positions for the 1 or more contracts against which the agreement, contract, or transaction traded on the foreign board of trade settles     c existing foreign boards of trade subparagraphs a and b shall not be effective with respect to any foreign board of trade to which, prior to the date of enactment of this paragraph, the commission granted direct access permission until the date that is 180 days after that date of enactment       b liability of registered persons trading on a foreign board of trade section 4 of the commodity exchange act 7 usc 6 is amended  1 in subsection a , in the matter preceding paragraph 1 , by inserting or by subsection e after unless exempted by the commission pursuant to subsection c and   2 by adding at the end the following  e liability of registered persons trading on a foreign board of trade  1 in general a person registered with the commission, or exempt from registration by the commission, under this act may not be found to have violated subsection a with respect to a transaction in, or in connection with, a contract of sale of a commodity for future delivery if the person  a has reason to believe that the transaction and the contract is made on or subject to the rules of a foreign board of trade that is  i legally organized under the laws of a foreign country   ii authorized to act as a board of trade by a foreign futures authority and   iii subject to regulation by the foreign futures authority and    b has not been determined by the commission to be operating in violation of subsection a    2 rule of construction nothing in this subsection shall be construed as implying or creating any presumption that a board of trade, exchange, or market is located outside the united states, or its territories or possessions, for purposes of subsection a       c contract enforcement for foreign futures contracts section 22 a of the commodity exchange act 7 usc 25 a as amended by section 739 is amended by adding at the end the following  6 contract enforcement for foreign futures contracts a contract of sale of a commodity for future delivery traded or executed on or through the facilities of a board of trade, exchange, or market located outside the united states for purposes of section 4 a shall not be void, voidable, or unenforceable, and a party to such a contract shall not be entitled to rescind or recover any payment made with respect to the contract, based on the failure of the foreign board of trade to comply with any provision of this act      sec 739 legal certainty for swaps  section 22 a of the commodity exchange act 7 usc 25 a is amended by striking paragraph 4 and inserting the following  4 contract enforcement between eligible counterparties  a in general no hybrid instrument sold to any investor shall be void, voidable, or unenforceable, and no party to a hybrid instrument shall be entitled to rescind, or recover any payment made with respect to, the hybrid instrument under this section or any other provision of federal or state law, based solely on the failure of the hybrid instrument to comply with the terms or conditions of section 2 f or regulations of the commission   b swaps no agreement, contract, or transaction between eligible contract participants or persons reasonably believed to be eligible contract participants shall be void, voidable, or unenforceable, and no party to such agreement, contract, or transaction shall be entitled to rescind, or recover any payment made with respect to, the agreement, contract, or transaction under this section or any other provision of federal or state law, based solely on the failure of the agreement, contract, or transaction  i to meet the definition of a swap under section 1a or   ii to be cleared in accordance with section 2 h 1     5 legal certainty for long-term swaps entered into before the date of enactment of the wall street transparency and accountability act of 2010  a effect on swaps unless specifically reserved in the applicable swap, neither the enactment of the wall street transparency and accountability act of 2010, nor any requirement under that act or an amendment made by that act, shall constitute a termination event, force majeure, illegality, increased costs, regulatory change, or similar event under a swap including any related credit support arrangement that would permit a party to terminate, renegotiate, modify, amend, or supplement 1 or more transactions under the swap   b position limits any position limit established under the wall street transparency and accountability act of 2010 shall not apply to a position acquired in good faith prior to the effective date of any rule, regulation, or order under the act that establishes the position limit provided, however, that such positions shall be attributed to the trader if the traders position is increased after the effective date of such position limit rule, regulation, or order       sec 740 multilateral clearing organizations  sections 408 and 409 of the federal deposit insurance corporation improvement act of 1991 12 usc 4421, 4422 are repealed    sec 741 enforcement  a enforcement authority the commodity exchange act is amended by inserting after section 4b 7 usc 6b the following  sec 4b1 enforcement authority  a commodity futures trading commission except as provided in subsections b , c , and d , the commission shall have exclusive authority to enforce the provisions of subtitle a of the wall street transparency and accountability act of 2010 with respect to any person   b prudential regulators the prudential regulators shall have exclusive authority to enforce the provisions of section 4s e with respect to swap dealers or major swap participants for which they are the prudential regulator   c referrals  1 prudential regulators if the prudential regulator for a swap dealer or major swap participant has cause to believe that the swap dealer or major swap participant, or any affiliate or division of the swap dealer or major swap participant, may have engaged in conduct that constitutes a violation of the nonprudential requirements of this act including section 4s or rules adopted by the commission under that section , the prudential regulator may promptly notify the commission in a written report that includes  a a request that the commission initiate an enforcement proceeding under this act and   b an explanation of the facts and circumstances that led to the preparation of the written report    2 commission if the commission has cause to believe that a swap dealer or major swap participant that has a prudential regulator may have engaged in conduct that constitutes a violation of any prudential requirement of section 4s or rules adopted by the commission under that section, the commission may notify the prudential regulator of the conduct in a written report that includes  a a request that the prudential regulator initiate an enforcement proceeding under this act or any other federal law including regulations and   b an explanation of the concerns of the commission, and a description of the facts and circumstances, that led to the preparation of the written report     d backstop enforcement authority  1 initiation of enforcement proceeding by prudential regulator if the commission does not initiate an enforcement proceeding before the end of the 90-day period beginning on the date on which the commission receives a written report under subsection c 1 , the prudential regulator may initiate an enforcement proceeding   2 initiation of enforcement proceeding by commission if the prudential regulator does not initiate an enforcement proceeding before the end of the 90-day period beginning on the date on which the prudential regulator receives a written report under subsection c 2 , the commission may initiate an enforcement proceeding       b conforming amendments  1 section 4b of the commodity exchange act 7 usc 6b is amended  a in subsection a 2 , by striking or other agreement, contract, or transaction subject to paragraphs 1 and 2 of section 5a g , and inserting or swap,   b in subsection b , by striking or other agreement, contract or transaction subject to paragraphs 1 and 2 of section 5a g , and inserting or swap, and   c by adding at the end the following  e it shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails, or of any facility of any registered entity, in or in connection with any order to make, or the making of, any contract of sale of any commodity for future delivery or option on such a contract , or any swap, on a group or index of securities or any interest therein or based on the value thereof  1 to employ any device, scheme, or artifice to defraud   2 to make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading or   3 to engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person       2 section 4c a 1 of the commodity exchange act 7 usc 6c a 1 is amended by inserting or swap before if the transaction is used or may be used   3 section 6 c of the commodity exchange act 7 usc 9 is amended in the first sentence by inserting or of any swap, before or has willfully made   4 section 6 d of the commodity exchange act 7 usc 13b is amended in the first sentence, in the matter preceding the proviso, by inserting or of any swap, before or otherwise is violating   5 section 6c a of the commodity exchange act 7 usc 13a1 a is amended in the matter preceding the proviso by inserting or any swap after commodity for future delivery   6 section 9 of the commodity exchange act 7 usc 13 is amended  a in subsection a  i in paragraph 2 , by inserting or of any swap, before or to corner and   ii in paragraph 4 , by inserting swap data repository, before or futures association and    b in subsection e 1  i by inserting swap data repository, before or registered futures association and   ii by inserting , or swaps, before on the basis     7 section 9 a of the commodity exchange act 7 usc 13 a is amended by adding at the end the following  6 any person to abuse the end user clearing exemption under section 2 h 4 , as determined by the commission     8 section 2 c 2 b of the commodity exchange act 7 usc 2 c 2 b is amended  a by striking dd , each place it appears   b in clause iii , by inserting , and accounts or pooled investment vehicles described in clause vi , before shall be subject to and   c by adding at the end the following  vi this act applies to, and the commission shall have jurisdiction over, an account or pooled investment vehicle that is offered for the purpose of trading, or that trades, any agreement, contract, or transaction in foreign currency described in clause i      9 section 2 c 2 c of the commodity exchange act 7 usc 2 c 2 c is amended  a by striking dd , each place it appears   b in clause ii i , by inserting , and accounts or pooled investment vehicles described in clause vii , before shall be subject to and   c by adding at the end the following  vii this act applies to, and the commission shall have jurisdiction over, an account or pooled investment vehicle that is offered for the purpose of trading, or that trades, any agreement, contract, or transaction in foreign currency described in clause i      10 section 1a 19 a iv ii of the commodity exchange act 7 usc 1a 19 a iv ii as redesignated by section 721 a 1 is amended by inserting before the semicolon at the end the following provided, however, that for purposes of section 2 c 2 b vi and section 2 c 2 c vii , the term eligible contract participant shall not include a commodity pool in which any participant is not otherwise an eligible contract participant   11 section 6 e of the commodity exchange act 7 usc 9a is amended by adding at the end the following  4 any designated clearing organization that knowingly or recklessly evades or participates in or facilitates an evasion of the requirements of section 2 h shall be liable for a civil money penalty in twice the amount otherwise available for a violation of section 2 h   5 any swap dealer or major swap participant that knowingly or recklessly evades or participates in or facilitates an evasion of the requirements of section 2 h shall be liable for a civil money penalty in twice the amount otherwise available for a violation of section 2 h      c savings clause notwithstanding any other provision of this title, nothing in this subtitle shall be construed as divesting any appropriate federal banking agency of any authority it may have to establish or enforce, with respect to a person for which such agency is the appropriate federal banking agency, prudential or other standards pursuant to authority granted by federal law other than this title    sec 742 retail commodity transactions  a in general section 2 c of the commodity exchange act 7 usc 2 c is amended  1 in paragraph 1 , by striking 5a to the extent provided in section 5a g , 5b, 5d, or 12 e 2 b and inserting , 5b, or 12 e 2 b and   2 in paragraph 2 , by adding at the end the following  d retail commodity transactions  i applicability except as provided in clause ii , this subparagraph shall apply to any agreement, contract, or transaction in any commodity that is  i entered into with, or offered to even if not entered into with , a person that is not an eligible contract participant or eligible commercial entity and   ii entered into, or offered even if not entered into , on a leveraged or margined basis, or financed by the offeror, the counterparty, or a person acting in concert with the offeror or counterparty on a similar basis    ii exceptions this subparagraph shall not apply to  i an agreement, contract, or transaction described in paragraph 1 or subparagraphs a , b , or c , including any agreement, contract, or transaction specifically excluded from subparagraph a , b , or c   ii any security   iii a contract of sale that  aa results in actual delivery within 28 days or such other longer period as the commission may determine by rule or regulation based upon the typical commercial practice in cash or spot markets for the commodity involved or   bb creates an enforceable obligation to deliver between a seller and a buyer that have the ability to deliver and accept delivery, respectively, in connection with the line of business of the seller and buyer or    iv an agreement, contract, or transaction that is listed on a national securities exchange registered under section 6 a of the securities exchange act of 1934 15 usc 78f a or   v an identified banking product, as defined in section 402 b of the legal certainty for bank products act of 2000 7 usc27 b    iii enforcement sections 4 a , 4 b , and 4b apply to any agreement, contract, or transaction described in clause i , as if the agreement, contract, or transaction was a contract of sale of a commodity for future delivery   iv eligible commercial entity for purposes of this subparagraph, an agricultural producer, packer, or handler shall be considered to be an eligible commercial entity for any agreement, contract, or transaction for a commodity in connection with the line of business of the agricultural producer, packer, or handler       b gramm-leach-bliley act section 206 a of the gramm-leach-bliley act public law 106102 15 usc 78c note is amended, in the matter preceding paragraph 1 , by striking for purposes of and inserting except as provided in subsection e , for purposes of   c conforming amendments relating to retail foreign exchange transactions  1 section 2 c 2 b i ii of the commodity exchange act 7 usc 2 c 2 b i ii is amended  a in item aa , by inserting united states before financial institution   b by striking items dd and ff   c by redesignating items ee and gg as items dd and ff , respectively and   d in item dd as so redesignated , by striking the semicolon and inserting or    2 section 2 c 2 of the commodity exchange act 7 usc 2 c 2 as amended by subsection a 2 is amended by adding at the end the following  e prohibition  i definition of federal regulatory agency in this subparagraph, the term federal regulatory agency means  i the commission   ii the securities and exchange commission   iii an appropriate federal banking agency   iv the national credit union association and   v the farm credit administration    ii prohibition  i in general except as provided in subclause ii , a person described in subparagraph b i ii for which there is a federal regulatory agency shall not offer to, or enter into with, a person that is not an eligible contract participant, any agreement, contract, or transaction in foreign currency described in subparagraph b i i except pursuant to a rule or regulation of a federal regulatory agency allowing the agreement, contract, or transaction under such terms and conditions as the federal regulatory agency shall prescribe   ii effective date with regard to persons described in subparagraph b i ii for which a federal regulatory agency has issued a proposed rule concerning agreements, contracts, or transactions in foreign currency described in subparagraph b i i prior to the date of enactment of this subclause, subclause i shall take effect 90 days after the date of enactment of this subclause    iii requirements of rules and regulations  i in general the rules and regulations described in clause ii shall prescribe appropriate requirements with respect to  aa disclosure   bb recordkeeping   cc capital and margin   dd reporting   ee business conduct   ff documentation and   gg such other standards or requirements as the federal regulatory agency shall determine to be necessary    ii treatment the rules or regulations described in clause ii shall treat all agreements, contracts, and transactions in foreign currency described in subparagraph b i i , and all agreements, contracts, and transactions in foreign currency that are functionally or economically similar to agreements, contracts, or transactions described in subparagraph b i i , similarly         sec 743 other authority  unless otherwise provided by the amendments made by this subtitle, the amendments made by this subtitle do not divest any appropriate federal banking agency, the commodity futures trading commission, the securities and exchange commission, or other federal or state agency of any authority derived from any other applicable law    sec 744 restitution remedies  section 6c d of the commodity exchange act 7 usc 13a1 d is amended by adding at the end the following  3 equitable remedies in any action brought under this section, the commission may seek, and the court may impose, on a proper showing, on any person found in the action to have committed any violation, equitable remedies including  a restitution to persons who have sustained losses proximately caused by such violation in the amount of such losses and   b disgorgement of gains received in connection with such violation       sec 745 enhanced compliance by registered entities  a effect of interpretation section 5c a of the commodity exchange act 7 usc 7a2 a is amended by striking paragraph 2 and inserting the following  2 effect of interpretation an interpretation issued under paragraph 1 may provide the exclusive means for complying with each section described in paragraph 1     b new contracts, new rules, and rule amendments section 5c of the commodity exchange act 7 usc 7a2 is amended by striking subsection c and inserting the following  c new contracts, new rules, and rule amendments  1 in general a registered entity may elect to list for trading or accept for clearing any new contract, or other instrument, or may elect to approve and implement any new rule or rule amendment, by providing to the commission and the secretary of the treasury, in the case of a contract of sale of a government security for future delivery or option on such a contract or a rule or rule amendment specifically related to such a contract a written certification that the new contract or instrument or clearing of the new contract or instrument, new rule, or rule amendment complies with this act including regulations under this act   2 rule review the new rule or rule amendment described in paragraph 1 shall become effective, pursuant to the certification of the registered entity and notice of such certification to its members in a manner to be determined by the commission , on the date that is 10 business days after the date on which the commission receives the certification or such shorter period as determined by the commission by rule or regulation unless the commission notifies the registered entity within such time that it is staying the certification because there exist novel or complex issues that require additional time to analyze, an inadequate explanation by the submitting registered entity, or a potential inconsistency with this act including regulations under this act   3 stay of certification for rules  a a notification by the commission pursuant to paragraph 2 shall stay the certification of the new rule or rule amendment for up to an additional 90 days from the date of the notification   b a rule or rule amendment subject to a stay pursuant to subparagraph a shall become effective, pursuant to the certification of the registered entity, at the expiration of the period described in subparagraph a unless the commission  i withdraws the stay prior to that time or   ii notifies the registered entity during such period that it objects to the proposed certification on the grounds that it is inconsistent with this act including regulations under this act    c the commission shall provide a not less than 30-day public comment period, within the 90-day period in which the stay is in effect as described in subparagraph a , whenever the commission reviews a rule or rule amendment pursuant to a notification by the commission under this paragraph    4 prior approval  a in general a registered entity may request that the commission grant prior approval to any new contract or other instrument, new rule, or rule amendment   b prior approval required notwithstanding any other provision of this section, a designated contract market shall submit to the commission for prior approval each rule amendment that materially changes the terms and conditions, as determined by the commission, in any contract of sale for future delivery of a commodity specifically enumerated in section 1a 10 or any option thereon traded through its facilities if the rule amendment applies to contracts and delivery months which have already been listed for trading and have open interest   c deadline if prior approval is requested under subparagraph a , the commission shall take final action on the request not later than 90 days after submission of the request, unless the person submitting the request agrees to an extension of the time limitation established under this subparagraph    5 approval  a rules the commission shall approve a new rule, or rule amendment, of a registered entity unless the commission finds that the new rule, or rule amendment, is inconsistent with this subtitle including regulations   b contracts and instruments the commission shall approve a new contract or other instrument unless the commission finds that the new contract or other instrument would violate this act including regulations   c special rule for review and approval of event contracts and swaps contracts  i event contracts in connection with the listing of agreements, contracts, transactions, or swaps in excluded commodities that are based upon the occurrence, extent of an occurrence, or contingency other than a change in the price, rate, value, or levels of a commodity described in section 1a 2 i , by a designated contract market or swap execution facility, the commission may determine that such agreements, contracts, or transactions are contrary to the public interest if the agreements, contracts, or transactions involve  i activity that is unlawful under any federal or state law   ii terrorism   iii assassination   iv war   v gaming or   vi other similar activity determined by the commission, by rule or regulation, to be contrary to the public interest    ii prohibition no agreement, contract, or transaction determined by the commission to be contrary to the public interest under clause i may be listed or made available for clearing or trading on or through a registered entity   iii swaps contracts  i in general in connection with the listing of a swap for clearing by a derivatives clearing organization, the commission shall determine, upon request or on its own motion, the initial eligibility, or the continuing qualification, of a derivatives clearing organization to clear such a swap under those criteria, conditions, or rules that the commission, in its discretion, determines   ii requirements any such criteria, conditions, or rules shall consider  aa the financial integrity of the derivatives clearing organization and   bb any other factors which the commission determines may be appropriate     iv deadline the commission shall take final action under clauses i and ii in not later than 90 days from the commencement of its review unless the party seeking to offer the contract or swap agrees to an extension of this time limitation        c violation of core principles section 5c of the commodity exchange act 7 usc 7a2 is amended by striking subsection d    sec 746 insider trading  section 4c a of the commodity exchange act 7 usc 6c a is amended by adding at the end the following  3 contract of sale it shall be unlawful for any employee or agent of any department or agency of the federal government who, by virtue of the employment or position of the employee or agent, acquires information that may affect or tend to affect the price of any commodity in interstate commerce, or for future delivery, or any swap, and which information has not been disseminated by the department or agency of the federal government holding or creating the information in a manner which makes it generally available to the trading public, or disclosed in a criminal, civil, or administrative hearing, or in a congressional, administrative, or government accountability office report, hearing, audit, or investigation, to use the information in his personal capacity and for personal gain to enter into, or offer to enter into  a a contract of sale of a commodity for future delivery or option on such a contract   b an option other than an option executed or traded on a national securities exchange registered pursuant to section 6 a of the securities exchange act of 1934 15 usc 78f a or   c a swap    4 nonpublic information  a imparting of nonpublic information it shall be unlawful for any employee or agent of any department or agency of the federal government who, by virtue of the employment or position of the employee or agent, acquires information that may affect or tend to affect the price of any commodity in interstate commerce, or for future delivery, or any swap, and which information has not been disseminated by the department or agency of the federal government holding or creating the information in a manner which makes it generally available to the trading public, or disclosed in a criminal, civil, or administrative hearing, or in a congressional, administrative, or government accountability office report, hearing, audit, or investigation, to impart the information in his personal capacity and for personal gain with intent to assist another person, directly or indirectly, to use the information to enter into, or offer to enter into  i a contract of sale of a commodity for future delivery or option on such a contract   ii an option other than an option executed or traded on a national securities exchange registered pursuant to section 6 a of the securities exchange act of 1934 15 usc 78f a or   iii a swap    b knowing use it shall be unlawful for any person who receives information imparted by any employee or agent of any department or agency of the federal government as described in subparagraph a to knowingly use such information to enter into, or offer to enter into  i a contract of sale of a commodity for future delivery or option on such a contract   ii an option other than an option executed or traded on a national securities exchange registered pursuant to section 6 a of the securities exchange act of 1934 15 usc 78f a or   iii a swap    c theft of nonpublic information it shall be unlawful for any person to steal, convert, or misappropriate, by any means whatsoever, information held or created by any department or agency of the federal government that may affect or tend to affect the price of any commodity in interstate commerce, or for future delivery, or any swap, where such person knows, or acts in reckless disregard of the fact, that such information has not been disseminated by the department or agency of the federal government holding or creating the information in a manner which makes it generally available to the trading public, or disclosed in a criminal, civil, or administrative hearing, or in a congressional, administrative, or government accountability office report, hearing, audit, or investigation, and to use such information, or to impart such information with the intent to assist another person, directly or indirectly, to use such information to enter into, or offer to enter into  i a contract of sale of a commodity for future delivery or option on such a contract   ii an option other than an option executed or traded on a national securities exchange registered pursuant to section 6 a of the securities exchange act of 1934 15 usc 78f a or   iii a swap, provided, however, that nothing in this subparagraph shall preclude a person that has provided information concerning, or generated by, the person, its operations or activities, to any employee or agent of any department or agency of the federal government, voluntarily or as required by law, from using such information to enter into, or offer to enter into, a contract of sale, option, or swap described in clauses i , ii , or iii        sec 747 antidisruptive practices authority  section 4c a of the commodity exchange act 7 usc 6c a as amended by section 746 is amended by adding at the end the following  5 disruptive practices it shall be unlawful for any person to engage in any trading, practice, or conduct on or subject to the rules of a registered entity that  a violates bids or offers   b demonstrates intentional or reckless disregard for the orderly execution of transactions during the closing period or   c is, is of the character of, or is commonly known to the trade as, spoofing bidding or offering with the intent to cancel the bid or offer before execution    6 rulemaking authority the commission may make and promulgate such rules and regulations as, in the judgment of the commission, are reasonably necessary to prohibit the trading practices described in paragraph 5 and any other trading practice that is disruptive of fair and equitable trading   7 use of swaps to defraud it shall be unlawful for any person to enter into a swap knowing, or acting in reckless disregard of the fact, that its counterparty will use the swap as part of a device, scheme, or artifice to defraud any third party      sec 748 commodity whistleblower incentives and protection  the commodity exchange act 7 usc 1 et seq is amended by adding at the end the following  sec 23 commodity whistleblower incentives and protection  a definitions in this section  1 covered judicial or administrative action the term covered judicial or administrative action means any judicial or administrative action brought by the commission under this act that results in monetary sanctions exceeding $1,000,000   2 fund the term fund means the commodity futures trading commission customer protection fund established under subsection g   3 monetary sanctions the term monetary sanctions , when used with respect to any judicial or administrative action means  a any monies, including penalties, disgorgement, restitution, and interest ordered to be paid and   b any monies deposited into a disgorgement fund or other fund pursuant to section 308 b of the sarbanes-oxley act of 2002 15 usc 7246 b , as a result of such action or any settlement of such action    4 original information the term original information means information that  a is derived from the independent knowledge or analysis of a whistleblower   b is not known to the commission from any other source, unless the whistleblower is the original source of the information and   c is not exclusively derived from an allegation made in a judicial or administrative hearing, in a governmental report, hearing, audit, or investigation, or from the news media, unless the whistleblower is a source of the information    5 related action the term related action , when used with respect to any judicial or administrative action brought by the commission under this act, means any judicial or administrative action brought by an entity described in subclauses i through vi of subsection h 2 c that is based upon the original information provided by a whistleblower pursuant to subsection a that led to the successful enforcement of the commission action   6 successful resolution the term successful resolution , when used with respect to any judicial or administrative action brought by the commission under this act, includes any settlement of such action   7 whistleblower the term whistleblower means any individual, or 2 or more individuals acting jointly, who provides information relating to a violation of this act to the commission, in a manner established by rule or regulation by the commission    b awards  1 in general in any covered judicial or administrative action, or related action, the commission, under regulations prescribed by the commission and subject to subsection c , shall pay an award or awards to 1 or more whistleblowers who voluntarily provided original information to the commission that led to the successful enforcement of the covered judicial or administrative action, or related action, in an aggregate amount equal to  a not less than 10 percent, in total, of what has been collected of the monetary sanctions imposed in the action or related actions and   b not more than 30 percent, in total, of what has been collected of the monetary sanctions imposed in the action or related actions    2 payment of awards any amount paid under paragraph 1 shall be paid from the fund    c determination of amount of award denial of award  1 determination of amount of award  a discretion the determination of the amount of an award made under subsection b shall be in the discretion of the commission   b criteria in determining the amount of an award made under subsection b , the commission  i shall take into consideration  i the significance of the information provided by the whistleblower to the success of the covered judicial or administrative action   ii the degree of assistance provided by the whistleblower and any legal representative of the whistleblower in a covered judicial or administrative action   iii the programmatic interest of the commission in deterring violations of the act including regulations under the act by making awards to whistleblowers who provide information that leads to the successful enforcement of such laws and   iv such additional relevant factors as the commission may establish by rule or regulation and    ii shall not take into consideration the balance of the fund     2 denial of award no award under subsection b shall be made  a to any whistleblower who is, or was at the time the whistleblower acquired the original information submitted to the commission, a member, officer, or employee of  i a appropriate regulatory agency   ii the department of justice   iii a registered entity   iv a registered futures association   v a self-regulatory organization as defined in section 3 a of the securities exchange act of 1934 15 usc 78c a or   vi a law enforcement organization    b to any whistleblower who is convicted of a criminal violation related to the judicial or administrative action for which the whistleblower otherwise could receive an award under this section   c to any whistleblower who submits information to the commission that is based on the facts underlying the covered action submitted previously by another whistleblower   d to any whistleblower who fails to submit information to the commission in such form as the commission may, by rule or regulation, require     d representation  1 permitted representation any whistleblower who makes a claim for an award under subsection b may be represented by counsel   2 required representation  a in general any whistleblower who anonymously makes a claim for an award under subsection b shall be represented by counsel if the whistleblower submits the information upon which the claim is based   b disclosure of identity prior to the payment of an award, a whistleblower shall disclose the identity of the whistleblower and provide such other information as the commission may require, directly or through counsel for the whistleblower     e no contract necessary no contract with the commission is necessary for any whistleblower to receive an award under subsection b , unless otherwise required by the commission, by rule or regulation   f appeals  1 in general any determination made under this section, including whether, to whom, or in what amount to make awards, shall be in the discretion of the commission   2 appeals any determination described in paragraph 1 may be appealed to the appropriate court of appeals of the united states not more than 30 days after the determination is issued by the commission   3 review the court shall review the determination made by the commission in accordance with section 7064 of title 5, united states code    g commodity futures trading commission customer protection fund  1 establishment there is established in the treasury of the united states a revolving fund to be known as the commodity futures trading commission customer protection fund   2 use of fund the fund shall be available to the commission, without further appropriation or fiscal year limitation, for  a the payment of awards to whistleblowers as provided in subsection a and   b the funding of customer education initiatives designed to help customers protect themselves against fraud or other violations of this act, or the rules and regulations thereunder    3 deposits and credits there shall be deposited into or credited to the fund  a monetary sanctions any monetary sanctions collected by the commission in any covered judicial or administrative action that is not otherwise distributed to victims of a violation of this act or the rules and regulations thereunder underlying such action, unless the balance of the fund at the time the monetary judgment is collected exceeds $100,000,000   b additional amounts if the amounts deposited into or credited to the fund under subparagraph a are not sufficient to satisfy an award made under subsection b , there shall be deposited into or credited to the fund an amount equal to the unsatisfied portion of the award from any monetary sanction collected by the commission in any judicial or administrative action brought by the commission under this act that is based on information provided by a whistleblower   c investment income all income from investments made under paragraph 4    4 investments  a amounts in fund may be invested the commission may request the secretary of the treasury to invest the portion of the fund that is not, in the commissions judgment, required to meet the current needs of the fund   b eligible investments investments shall be made by the secretary of the treasury in obligations of the united states or obligations that are guaranteed as to principal and interest by the united states, with maturities suitable to the needs of the fund as determined by the commission   c interest and proceeds credited the interest on, and the proceeds from the sale or redemption of, any obligations held in the fund shall be credited to, and form a part of, the fund    5 reports to congress not later than october 30 of each year, the commission shall transmit to the committee on agriculture, nutrition, and forestry of the senate, and the committee on agriculture of the house of representatives a report on  a the commissions whistleblower award program under this section, including a description of the number of awards granted and the types of cases in which awards were granted during the preceding fiscal year   b customer education initiatives described in paragraph 2 b that were funded by the fund during the preceding fiscal year   c the balance of the fund at the beginning of the preceding fiscal year   d the amounts deposited into or credited to the fund during the preceding fiscal year   e the amount of earnings on investments of amounts in the fund during the preceding fiscal year   f the amount paid from the fund during the preceding fiscal year to whistleblowers pursuant to subsection b   g the amount paid from the fund during the preceding fiscal year for customer education initiatives described in paragraph 2 b   h the balance of the fund at the end of the preceding fiscal year and   i a complete set of audited financial statements, including a balance sheet, income statement, and cash flow analysis     h protection of whistleblowers  1 prohibition against retaliation  a in general no employer may discharge, demote, suspend, threaten, harass, directly or indirectly, or in any other manner discriminate against, a whistleblower in the terms and conditions of employment because of any lawful act done by the whistleblower  i in providing information to the commission in accordance with subsection b or   ii in assisting in any investigation or judicial or administrative action of the commission based upon or related to such information    b enforcement  i cause of action an individual who alleges discharge or other discrimination in violation of subparagraph a may bring an action under this subsection in the appropriate district court of the united states for the relief provided in subparagraph c , unless the individual who is alleging discharge or other discrimination in violation of subparagraph a is an employee of the federal government, in which case the individual shall only bring an action under section 1221 of title 5, united states code   ii subpoenas a subpoena requiring the attendance of a witness at a trial or hearing conducted under this subsection may be served at any place in the united states   iii statute of limitations an action under this subsection may not be brought more than 2 years after the date on which the violation reported in subparagraph a is committed    c relief relief for an individual prevailing in an action brought under subparagraph b shall include  i reinstatement with the same seniority status that the individual would have had, but for the discrimination   ii the amount of back pay otherwise owed to the individual, with interest and   iii compensation for any special damages sustained as a result of the discharge or discrimination, including litigation costs, expert witness fees, and reasonable attorneys fees     2 confidentiality  a in general except as provided in subparagraphs b and c , the commission, and any officer or employee of the commission, shall not disclose any information, including information provided by a whistleblower to the commission, which could reasonably be expected to reveal the identity of a whistleblower, except in accordance with the provisions of section 552a of title 5, united states code, unless and until required to be disclosed to a defendant or respondent in connection with a public proceeding instituted by the commission or any entity described in subparagraph c for purposes of section 552 of title 5, united states code, this paragraph shall be considered a statute described in subsection b 3 b of such section 552   b effect nothing in this paragraph is intended to limit the ability of the attorney general to present such evidence to a grand jury or to share such evidence with potential witnesses or defendants in the course of an ongoing criminal investigation   c availability to government agencies  i in general without the loss of its status as confidential in the hands of the commission, all information referred to in subparagraph a may, in the discretion of the commission, when determined by the commission to be necessary or appropriate to accomplish the purposes of this act and protect customers and in accordance with clause ii , be made available to  i the department of justice   ii an appropriate department or agency of the federal government, acting within the scope of its jurisdiction   iii a registered entity, registered futures association, or self-regulatory organization as defined in section 3 a of the securities exchange act of 1934 15 usc 78c a   iv a state attorney general in connection with any criminal investigation   v an appropriate department or agency of any state, acting within the scope of its jurisdiction and   vi a foreign futures authority    ii maintenance of information each of the entities, agencies, or persons described in clause i shall maintain information described in that clause as confidential, in accordance with the requirements in subparagraph a   iii study on impact of foia exemption on commodity futures trading commission  i study the inspector general of the commission shall conduct a study  aa on whether the exemption under section 552 b 3 of title 5, united states code known as the freedom of information act established in paragraph 2 a aids whistleblowers in disclosing information to the commission   bb on what impact the exemption has had on the publics ability to access information about the commissions regulation of commodity futures and option markets and   cc to make any recommendations on whether the commission should continue to use the exemption    ii report not later than 30 months after the date of enactment of this clause, the inspector general shall  aa submit a report on the findings of the study required under this clause to the committee on banking, housing, and urban affairs of the senate and the committee on financial services of the house of representatives and   bb make the report available to the public through publication of a report on the website of the commission       3 rights retained nothing in this section shall be deemed to diminish the rights, privileges, or remedies of any whistleblower under any federal or state law, or under any collective bargaining agreement    i rulemaking authority the commission shall have the authority to issue such rules and regulations as may be necessary or appropriate to implement the provisions of this section consistent with the purposes of this section   j implementing rules the commission shall issue final rules or regulations implementing the provisions of this section not later than 270 days after the date of enactment of the wall street transparency and accountability act of 2010   k original information information submitted to the commission by a whistleblower in accordance with rules or regulations implementing this section shall not lose its status as original information solely because the whistleblower submitted such information prior to the effective date of such rules or regulations, provided such information was submitted after the date of enactment of the wall street transparency and accountability act of 2010   l awards a whistleblower may receive an award pursuant to this section regardless of whether any violation of a provision of this act, or a rule or regulation thereunder, underlying the judicial or administrative action upon which the award is based occurred prior to the date of enactment of the wall street transparency and accountability act of 2010   m provision of false information a whistleblower who knowingly and willfully makes any false, fictitious, or fraudulent statement or representation, or who makes or uses any false writing or document knowing the same to contain any false, fictitious, or fraudulent statement or entry, shall not be entitled to an award under this section and shall be subject to prosecution under section 1001 of title 18, united states code   n nonenforceability of certain provisions waiving rights and remedies or requiring arbitration of disputes  1 waiver of rights and remedies the rights and remedies provided for in this section may not be waived by any agreement, policy form, or condition of employment including by a predispute arbitration agreement   2 predispute arbitration agreements no predispute arbitration agreement shall be valid or enforceable, if the agreement requires arbitration of a dispute arising under this section        sec 749 conforming amendments  a section 4d of the commodity exchange act 7 usc 6d as amended by section 724 is amended  1 in subsection a  a in the matter preceding paragraph 1  i by striking engage as and inserting be a and   ii by striking or introducing broker and all that follows through or derivatives transaction execution facility    b in paragraph 1 , by striking or introducing broker and   c in paragraph 2 , by striking if a futures commission merchant, and    2 by adding at the end the following  g it shall be unlawful for any person to be an introducing broker unless such person shall have registered under this act with the commission as an introducing broker and such registration shall not have expired nor been suspended nor revoked      b section 4m 3 of the commodity exchange act 7 usc 6m 3 is amended  1 by striking 3 subsection 1 of this section and inserting the following  3 exception  a in general paragraph 1    and   2 by striking to any investment trust and all that follows through the period at the end and inserting the following to any commodity pool that is engaged primarily in trading commodity interests  b engaged primarily for purposes of subparagraph a , a commodity trading advisor or a commodity pool shall be considered to be engaged primarily in the business of being a commodity trading advisor or commodity pool if it is or holds itself out to the public as being engaged primarily, or proposes to engage primarily, in the business of advising on commodity interests or investing, reinvesting, owning, holding, or trading in commodity interests, respectively   c commodity interests for purposes of this paragraph, commodity interests shall include contracts of sale of a commodity for future delivery, options on such contracts, security futures, swaps, leverage contracts, foreign exchange, spot and forward contracts on physical commodities, and any monies held in an account used for trading commodity interests      c section 5c of the commodity exchange act 7 usc 7a2 is amended  1 in subsection a 1  a by striking , 5a d , and   b by striking and section 2 h 7 with respect to significant price discovery contracts, and    2 in subsection f 1 , by striking section 4d c of this act and inserting section 4d e    d section 5e of the commodity exchange act 7 usc 7b is amended by striking or revocation of the right of an electronic trading facility to rely on the exemption set forth in section 2 h 3 with respect to a significant price discovery contract,   e section 6 b of the commodity exchange act 7 usc 8 b is amended in the first sentence by striking , or to revoke the right of an electronic trading facility to rely on the exemption set forth in section 2 h 3 with respect to a significant price discovery contract,   f section 12 e 2 b of the commodity exchange act 7 usc 16 e 2 b is amended  1 by striking section 2 c , 2 d , 2 f , or 2 g of this act and inserting section 2 c or 2 f of this act and   2 by striking 2 h or    g section 17 r 1 of the commodity exchange act 7 usc 21 r 1 is amended by striking section 4d c of this act and inserting section 4d e   h section 22 of the commodity exchange act is amended  1 in subsection a 1 b , by  a inserting or any swap after commodity and   b inserting or any swap after such contract    2 in subsection a 1 c , by adding at the end the following  iv a swap or   and   3 in subsection b 1 a , by striking section 2 h 7 or sections 5 through 5c and inserting section 5, 5b, 5c, 5h, or 21    i section 408 2 c of the federal deposit insurance corporation improvement act of 1991 12 usc 4421 2 c is amended  1 by striking section 2 c , 2 d , 2 f , or 2 g of such act and inserting section 2 c , 2 f , or 2 i of that act and   2 by striking 2 h or     sec 750 study on oversight of carbon markets  a interagency working group there is established to carry out this section an interagency working group referred to in this section as the interagency group composed of the following members or designees  1 the chairman of the commodity futures trading commission referred to in this section as the commission , who shall serve as chairman of the interagency group   2 the secretary of agriculture   3 the secretary of the treasury   4 the chairman of the securities and exchange commission   5 the administrator of the environmental protection agency   6 the chairman of the federal energy regulatory commission   7 the commissioner of the federal trade commission   8 the administrator of the energy information administration    b administrative support the commission shall provide the interagency group such administrative support services as are necessary to enable the interagency group to carry out the functions of the interagency group under this section   c consultation in carrying out this section, the interagency group shall consult with representatives of exchanges, clearinghouses, self-regulatory bodies, major carbon market participants, consumers, and the general public, as the interagency group determines to be appropriate   d study the interagency group shall conduct a study on the oversight of existing and prospective carbon markets to ensure an efficient, secure, and transparent carbon market, including oversight of spot markets and derivative markets   e report not later than 180 days after the date of enactment of this act, the interagency group shall submit to congress a report on the results of the study conducted under subsection b , including recommendations for the oversight of existing and prospective carbon markets to ensure an efficient, secure, and transparent carbon market, including oversight of spot markets and derivative markets    sec 751 energy and environmental markets advisory committee  section 2 a of the commodity exchange act 7 usc 2 a as amended by section 727 is amended by adding at the end the following  15 energy and environmental markets advisory committee  a establishment  i in general an energy and environmental markets advisory committee is hereby established   ii membership the committee shall have 9 members   iii activities the committees objectives and scope of activities shall be  i to conduct public meetings   ii to submit reports and recommendations to the commission including dissenting or minority views, if any and   iii otherwise to serve as a vehicle for discussion and communication on matters of concern to exchanges, firms, end users, and regulators regarding energy and environmental markets and their regulation by the commission     b requirements  i in general the committee shall hold public meetings at such intervals as are necessary to carry out the functions of the committee, but not less frequently than 2 times per year   ii members members shall be appointed to 3-year terms, but may be removed for cause by vote of the commission    c appointment the commission shall appoint members with a wide diversity of opinion and who represent a broad spectrum of interests, including hedgers and consumers   d reimbursement members shall be entitled to per diem and travel expense reimbursement by the commission   e faca the committee shall not be subject to the federal advisory committee act 5 usc app       sec 752 international harmonization  a in order to promote effective and consistent global regulation of swaps and security-based swaps, the commodity futures trading commission, the securities and exchange commission, and the prudential regulators as that term is defined in section 1a 39 of the commodity exchange act , as appropriate, shall consult and coordinate with foreign regulatory authorities on the establishment of consistent international standards with respect to the regulation including fees of swaps, security-based swaps, swap entities, and security-based swap entities and may agree to such information-sharing arrangements as may be deemed to be necessary or appropriate in the public interest or for the protection of investors, swap counterparties, and security-based swap counterparties   b in order to promote effective and consistent global regulation of contracts of sale of a commodity for future delivery and options on such contracts, the commodity futures trading commission shall consult and coordinate with foreign regulatory authorities on the establishment of consistent international standards with respect to the regulation of contracts of sale of a commodity for future delivery and options on such contracts, and may agree to such information-sharing arrangements as may be deemed necessary or appropriate in the public interest for the protection of users of contracts of sale of a commodity for future delivery    sec 753 anti-manipulation authority  a prohibition regarding manipulation and false information subsection c of section 6 of the commodity exchange act 7 usc 9, 15 is amended to read as follows  c prohibition regarding manipulation and false information  1 prohibition against manipulation it shall be unlawful for any person, directly or indirectly, to use or employ, or attempt to use or employ, in connection with any swap, or a contract of sale of any commodity in interstate commerce, or for future delivery on or subject to the rules of any registered entity, any manipulative or deceptive device or contrivance, in contravention of such rules and regulations as the commission shall promulgate by not later than 1 year after the date of enactment of the dodd-frank wall street reform and consumer protection act, provided no rule or regulation promulgated by the commission shall require any person to disclose to another person nonpublic information that may be material to the market price, rate, or level of the commodity transaction, except as necessary to make any statement made to the other person in or in connection with the transaction not misleading in any material respect  a special provision for manipulation by false reporting unlawful manipulation for purposes of this paragraph shall include, but not be limited to, delivering, or causing to be delivered for transmission through the mails or interstate commerce, by any means of communication whatsoever, a false or misleading or inaccurate report concerning crop or market information or conditions that affect or tend to affect the price of any commodity in interstate commerce, knowing, or acting in reckless disregard of the fact that such report is false, misleading or inaccurate   b effect on other law nothing in this paragraph shall affect, or be construed to affect, the applicability of section 9 a 2   c good faith mistakes mistakenly transmitting, in good faith, false or misleading or inaccurate information to a price reporting service would not be sufficient to violate subsection c 1 a    2 prohibition regarding false information it shall be unlawful for any person to make any false or misleading statement of a material fact to the commission, including in any registration application or any report filed with the commission under this act, or any other information relating to a swap, or a contract of sale of a commodity, in interstate commerce, or for future delivery on or subject to the rules of any registered entity, or to omit to state in any such statement any material fact that is necessary to make any statement of a material fact made not misleading in any material respect, if the person knew, or reasonably should have known, the statement to be false or misleading   3 other manipulation in addition to the prohibition in paragraph 1 , it shall be unlawful for any person, directly or indirectly, to manipulate or attempt to manipulate the price of any swap, or of any commodity in interstate commerce, or for future delivery on or subject to the rules of any registered entity   4 enforcement  a authority of commission if the commission has reason to believe that any person other than a registered entity is violating or has violated this subsection, or any other provision of this act including any rule, regulation, or order of the commission promulgated in accordance with this subsection or any other provision of this act , the commission may serve upon the person a complaint   b contents of complaint a complaint under subparagraph a shall  i contain a description of the charges against the person that is the subject of the complaint and   ii have attached or contain a notice of hearing that specifies the date and location of the hearing regarding the complaint    c hearing a hearing described in subparagraph b ii  i shall be held not later than 3 days after service of the complaint described in subparagraph a   ii shall require the person to show cause regarding why  i an order should not be made  aa to prohibit the person from trading on, or subject to the rules of, any registered entity and   bb to direct all registered entities to refuse all privileges to the person until further notice of the commission and    ii the registration of the person, if registered with the commission in any capacity, should not be suspended or revoked and    iii may be held before  i the commission or   ii an administrative law judge designated by the commission, under which the administrative law judge shall ensure that all evidence is recorded in written form and submitted to the commission      5 subpoena for the purpose of securing effective enforcement of the provisions of this act, for the purpose of any investigation or proceeding under this act, and for the purpose of any action taken under section 12 f , any member of the commission or any administrative law judge or other officer designated by the commission except as provided in paragraph 7 may administer oaths and affirmations, subpoena witnesses, compel their attendance, take evidence, and require the production of any books, papers, correspondence, memoranda, or other records that the commission deems relevant or material to the inquiry   6 witnesses the attendance of witnesses and the production of any such records may be required from any place in the united states, any state, or any foreign country or jurisdiction at any designated place of hearing   7 service a subpoena issued under this section may be served upon any person who is not to be found within the territorial jurisdiction of any court of the united states in such manner as the federal rules of civil procedure prescribe for service of process in a foreign country, except that a subpoena to be served on a person who is not to be found within the territorial jurisdiction of any court of the united states may be issued only on the prior approval of the commission   8 refusal to obey in case of contumacy by, or refusal to obey a subpoena issued to, any person, the commission may invoke the aid of any court of the united states within the jurisdiction in which the investigation or proceeding is conducted, or where such person resides or transacts business, in requiring the attendance and testimony of witnesses and the production of books, papers, correspondence, memoranda, and other records such court may issue an order requiring such person to appear before the commission or member or administrative law judge or other officer designated by the commission, there to produce records, if so ordered, or to give testimony touching the matter under investigation or in question   9 failure to obey any failure to obey such order of the court may be punished by the court as a contempt thereof all process in any such case may be served in the judicial district wherein such person is an inhabitant or transacts business or wherever such person may be found   10 evidence on the receipt of evidence under paragraph 4 c iii , the commission may  a prohibit the person that is the subject of the hearing from trading on, or subject to the rules of, any registered entity and require all registered entities to refuse the person all privileges on the registered entities for such period as the commission may require in the order   b if the person is registered with the commission in any capacity, suspend, for a period not to exceed 180 days, or revoke, the registration of the person   c assess such person  i a civil penalty of not more than an amount equal to the greater of  i $140,000 or   ii triple the monetary gain to such person for each such violation or    ii in any case of manipulation or attempted manipulation in violation of this subsection or section 9 a 2 , a civil penalty of not more than an amount equal to the greater of  i $1,000,000 or   ii triple the monetary gain to the person for each such violation and     d require restitution to customers of damages proximately caused by violations of the person    11 orders  a notice the commission shall provide to a person described in paragraph 10 and the appropriate governing board of the registered entity notice of the order described in paragraph 10 by  i registered mail   ii certified mail or   iii personal delivery    b review  i in general a person described in paragraph 10 may obtain a review of the order or such other equitable relief as determined to be appropriate by a court described in clause ii   ii petition to obtain a review or other relief under clause i , a person may, not later than 15 days after notice is given to the person under clause i , file a written petition to set aside the order with the united states court of appeals  i for the circuit in which the petitioner carries out the business of the petitioner or   ii in the case of an order denying registration, the circuit in which the principal place of business of the petitioner is located, as listed on the application for registration of the petitioner     c procedure  i duty of clerk of appropriate court the clerk of the appropriate court under subparagraph b ii shall transmit to the commission a copy of a petition filed under subparagraph b ii   ii duty of commission in accordance with section 2112 of title 28, united states code, the commission shall file in the appropriate court described in subparagraph b ii the record theretofore made   iii jurisdiction of appropriate court upon the filing of a petition under subparagraph b ii , the appropriate court described in subparagraph b ii may affirm, set aside, or modify the order of the commission        b cease and desist orders, fines section 6 d of the commodity exchange act 7 usc 13b is amended to read as follows  d if any person other than a registered entity , is violating or has violated subsection c or any other provisions of this act or of the rules, regulations, or orders of the commission thereunder, the commission may, upon notice and hearing, and subject to appeal as in other cases provided for in subsection c , make and enter an order directing that such person shall cease and desist therefrom and, if such person thereafter and after the lapse of the period allowed for appeal of such order or after the affirmance of such order, shall knowingly fail or refuse to obey or comply with such order, such person, upon conviction thereof, shall be fined not more than the higher of $140,000 or triple the monetary gain to such person, or imprisoned for not more than 1 year, or both, except that if such knowing failure or refusal to obey or comply with such order involves any offense within subsection a or b of section 9, such person, upon conviction thereof, shall be subject to the penalties of said subsection a or b provided , that any such cease and desist order under this subsection against any respondent in any case of manipulation shall be issued only in conjunction with an order issued against such respondent under subsection c     c manipulations private rights of action section 22 a 1 of the commodity exchange act 7 usc 25 a 1 is amended by striking subparagraph d and inserting the following  d who purchased or sold a contract referred to in subparagraph b hereof or swap if the violation constitutes  i the use or employment of, or an attempt to use or employ, in connection with a swap, or a contract of sale of a commodity, in interstate commerce, or for future delivery on or subject to the rules of any registered entity, any manipulative device or contrivance in contravention of such rules and regulations as the commission shall promulgate by not later than 1 year after the date of enactment of the dodd-frank wall street reform and consumer protection act or   ii a manipulation of the price of any such contract or swap or the price of the commodity underlying such contract or swap      d effective date  1 the amendments made by this section shall take effect on the date on which the final rule promulgated by the commodity futures trading commission pursuant to this act takes effect   2 paragraph 1 shall not preclude the commission from undertaking prior to the effective date any rulemaking necessary to implement the amendments contained in this section     sec 754 effective date  unless otherwise provided in this title, the provisions of this subtitle shall take effect on the later of 360 days after the date of the enactment of this subtitle or, to the extent a provision of this subtitle requires a rulemaking, not less than 60 days after publication of the final rule or regulation implementing such provision of this subtitle      subtitle b regulation of security-based swap markets  sec 761 definitions under the securities exchange act of 1934  a definitions section 3 a of the securities exchange act of 1934 15 usc 78c a is amended  1 in subparagraphs a and b of paragraph 5 , by inserting not including security-based swaps, other than security-based swaps with or for persons that are not eligible contract participants after securities each place that term appears   2 in paragraph 10 , by inserting security-based swap, after security future,   3 in paragraph 13 , by adding at the end the following for security-based swaps, such terms include the execution, termination prior to its scheduled maturity date , assignment, exchange, or similar transfer or conveyance of, or extinguishing of rights or obligations under, a security-based swap, as the context may require   4 in paragraph 14 , by adding at the end the following for security-based swaps, such terms include the execution, termination prior to its scheduled maturity date , assignment, exchange, or similar transfer or conveyance of, or extinguishing of rights or obligations under, a security-based swap, as the context may require   5 in paragraph 39  a in subparagraph b i  i in subclause i , by striking or government securities dealer and inserting government securities dealer, security-based swap dealer, or major security-based swap participant and   ii in subclause ii , by inserting security-based swap dealer, major security-based swap participant, after government securities dealer,    b in subparagraph c , by striking or government securities dealer and inserting government securities dealer, security-based swap dealer, or major security-based swap participant and   c in subparagraph d , by inserting security-based swap dealer, major security-based swap participant, after government securities dealer, and    6 by adding at the end the following  65 eligible contract participant the term eligible contract participant has the same meaning as in section 1a of the commodity exchange act 7 usc 1a   66 major swap participant the term major swap participant has the same meaning as in section 1a of the commodity exchange act 7 usc 1a   67 major security-based swap participant  a in general the term major security-based swap participant means any person  i who is not a security-based swap dealer and   ii  i who maintains a substantial position in security-based swaps for any of the major security-based swap categories, as such categories are determined by the commission, excluding both positions held for hedging or mitigating commercial risk and positions maintained by any employee benefit plan or any contract held by such a plan as defined in paragraphs 3 and 32 of section 3 of the employee retirement income security act of 1974 29 usc 1002 for the primary purpose of hedging or mitigating any risk directly associated with the operation of the plan   ii whose outstanding security-based swaps create substantial counterparty exposure that could have serious adverse effects on the financial stability of the united states banking system or financial markets or   iii that is a financial entity that  aa is highly leveraged relative to the amount of capital such entity holds and that is not subject to capital requirements established by an appropriate federal banking agency and   bb maintains a substantial position in outstanding security-based swaps in any major security-based swap category, as such categories are determined by the commission      b definition of substantial position for purposes of subparagraph a , the commission shall define, by rule or regulation, the term substantial position at the threshold that the commission determines to be prudent for the effective monitoring, management, and oversight of entities that are systemically important or can significantly impact the financial system of the united states in setting the definition under this subparagraph, the commission shall consider the persons relative position in uncleared as opposed to cleared security-based swaps and may take into consideration the value and quality of collateral held against counterparty exposures   c scope of designation for purposes of subparagraph a , a person may be designated as a major security-based swap participant for 1 or more categories of security-based swaps without being classified as a major security-based swap participant for all classes of security-based swaps    68 security-based swap  a in general except as provided in subparagraph b , the term security-based swap means any agreement, contract, or transaction that  i is a swap, as that term is defined under section 1a of the commodity exchange act without regard to paragraph 47 b x of such section and   ii is based on  i an index that is a narrow-based security index, including any interest therein or on the value thereof   ii a single security or loan, including any interest therein or on the value thereof or   iii the occurrence, nonoccurrence, or extent of the occurrence of an event relating to a single issuer of a security or the issuers of securities in a narrow-based security index, provided that such event directly affects the financial statements, financial condition, or financial obligations of the issuer     b rule of construction regarding master agreements the term security-based swap shall be construed to include a master agreement that provides for an agreement, contract, or transaction that is a security-based swap pursuant to subparagraph a , together with all supplements to any such master agreement, without regard to whether the master agreement contains an agreement, contract, or transaction that is not a security-based swap pursuant to subparagraph a , except that the master agreement shall be considered to be a security-based swap only with respect to each agreement, contract, or transaction under the master agreement that is a security-based swap pursuant to subparagraph a   c exclusions the term security-based swap does not include any agreement, contract, or transaction that meets the definition of a security-based swap only because such agreement, contract, or transaction references, is based upon, or settles through the transfer, delivery, or receipt of an exempted security under paragraph 12 , as in effect on the date of enactment of the futures trading act of 1982 other than any municipal security as defined in paragraph 29 as in effect on the date of enactment of the futures trading act of 1982 , unless such agreement, contract, or transaction is of the character of, or is commonly known in the trade as, a put, call, or other option   d mixed swap the term security-based swap includes any agreement, contract, or transaction that is as described in subparagraph a and also is based on the value of 1 or more interest or other rates, currencies, commodities, instruments of indebtedness, indices, quantitative measures, other financial or economic interest or property of any kind other than a single security or a narrow-based security index , or the occurrence, non-occurrence, or the extent of the occurrence of an event or contingency associated with a potential financial, economic, or commercial consequence other than an event described in subparagraph a ii iii   e rule of construction regarding use of the term index the term index means an index or group of securities, including any interest therein or based on the value thereof    69 swap the term swap has the same meaning as in section 1a of the commodity exchange act 7 usc 1a   70 person associated with a security-based swap dealer or major security-based swap participant  a in general the term person associated with a security-based swap dealer or major security-based swap participant or associated person of a security-based swap dealer or major security-based swap participant means  i any partner, officer, director, or branch manager of such security-based swap dealer or major security-based swap participant or any person occupying a similar status or performing similar functions   ii any person directly or indirectly controlling, controlled by, or under common control with such security-based swap dealer or major security-based swap participant or   iii any employee of such security-based swap dealer or major security-based swap participant    b exclusion other than for purposes of section 15f l 2 , the term person associated with a security-based swap dealer or major security-based swap participant or associated person of a security-based swap dealer or major security-based swap participant does not include any person associated with a security-based swap dealer or major security-based swap participant whose functions are solely clerical or ministerial    71 security-based swap dealer  a in general the term security-based swap dealer means any person who  i holds themself out as a dealer in security-based swaps   ii makes a market in security-based swaps   iii regularly enters into security-based swaps with counterparties as an ordinary course of business for its own account or   iv engages in any activity causing it to be commonly known in the trade as a dealer or market maker in security-based swaps    b designation by type or class a person may be designated as a security-based swap dealer for a single type or single class or category of security-based swap or activities and considered not to be a security-based swap dealer for other types, classes, or categories of security-based swaps or activities   c exception the term security-based swap dealer does not include a person that enters into security-based swaps for such persons own account, either individually or in a fiduciary capacity, but not as a part of regular business   d de minimis exception the commission shall exempt from designation as a security-based swap dealer an entity that engages in a de minimis quantity of security-based swap dealing in connection with transactions with or on behalf of its customers the commission shall promulgate regulations to establish factors with respect to the making of any determination to exempt    72 appropriate federal banking agency the term appropriate federal banking agency has the same meaning as in section 3 q of the federal deposit insurance act 12 usc 1813 q   73 board the term board means the board of governors of the federal reserve system   74 prudential regulator the term prudential regulator has the same meaning as in section 1a of the commodity exchange act 7 usc 1a   75 security-based swap data repository the term security-based swap data repository means any person that collects and maintains information or records with respect to transactions or positions in, or the terms and conditions of, security-based swaps entered into by third parties for the purpose of providing a centralized recordkeeping facility for security-based swaps   76 swap dealer the term swap dealer has the same meaning as in section 1a of the commodity exchange act 7 usc 1a   77 security-based swap execution facility the term security-based swap execution facility means a trading system or platform in which multiple participants have the ability to execute or trade security-based swaps by accepting bids and offers made by multiple participants in the facility or system, through any means of interstate commerce, including any trading facility, that  a facilitates the execution of security-based swaps between persons and   b is not a national securities exchange    78 security-based swap agreement  a in general for purposes of sections 9, 10, 16, 20, and 21a of this act, and section 17 of the securities act of 1933 15 usc 77q , the term security-based swap agreement means a swap agreement as defined in section 206a of the gramm-leach-bliley act 15 usc 78c note of which a material term is based on the price, yield, value, or volatility of any security or any group or index of securities, or any interest therein   b exclusions the term security-based swap agreement does not include any security-based swap       b authority to further define terms the securities and exchange commission may, by rule, further define  1 the term commercial risk   2 any other term included in an amendment to the securities exchange act of 1934 15 usc 78c a made by this subtitle and   3 the terms security-based swap , security-based swap dealer , major security-based swap participant , and eligible contract participant , with regard to security-based swaps as such terms are defined in the amendments made by subsection a for the purpose of including transactions and entities that have been structured to evade this subtitle or the amendments made by this subtitle     sec 762 repeal of prohibition on regulation of security-based swap agreements  a repeal sections 206b and 206c of the gramm-leach-bliley act public law 106102 15 usc 78c note are repealed   b conforming amendments to gramm-leach-bliley section 206a a of the gramm-leach-bliley act 15 usc 78c note is amended in the material preceding paragraph 1 , by striking except as and all that follows through that and inserting the following except as provided in subsection b , as used in this section, the term swap agreement means any agreement, contract, or transaction that   c conforming amendments to the securities act of 1933  1 section 2a of the securities act of 1933 15 usc 77b1 is amended  a by striking subsection a and reserving that subsection and   b by striking as defined in section 206b of the gramm-leach-bliley act each place that such term appears and inserting as defined in section 3 a 78 of the securities exchange act of 1934    2 section 17 of the securities act of 1933 15 usc 77q is amended  a in subsection a  i by inserting including security-based swaps after securities and   ii by striking as defined in section 206b of the gramm-leach-bliley act and inserting as defined in section 3 a 78 of the securities exchange act and    b in subsection d , by striking 206b of the gramm-leach-bliley act and inserting 3 a 78 of the securities exchange act of 1934     d conforming amendments to the securities exchange act of 1934 the securities exchange act of 1934 15 usc 78a et seq is amended  1 in section 3a 15 usc 78c1  a by striking subsection a and reserving that subsection and   b by striking as defined in section 206b of the gramm-leach-bliley act each place that the term appears    2 in section 9 15 usc 78i  a in subsection a , by striking paragraphs 2 through 5 and inserting the following  2 to effect, alone or with 1 or more other persons, a series of transactions in any security registered on a national securities exchange, any security not so registered, or in connection with any security-based swap or security-based swap agreement with respect to such security creating actual or apparent active trading in such security, or raising or depressing the price of such security, for the purpose of inducing the purchase or sale of such security by others   3 if a dealer, broker, security-based swap dealer, major security-based swap participant, or other person selling or offering for sale or purchasing or offering to purchase the security, a security-based swap, or a security-based swap agreement with respect to such security, to induce the purchase or sale of any security registered on a national securities exchange, any security not so registered, any security-based swap, or any security-based swap agreement with respect to such security by the circulation or dissemination in the ordinary course of business of information to the effect that the price of any such security will or is likely to rise or fall because of market operations of any 1 or more persons conducted for the purpose of raising or depressing the price of such security   4 if a dealer, broker, security-based swap dealer, major security-based swap participant, or other person selling or offering for sale or purchasing or offering to purchase the security, a security-based swap, or security-based swap agreement with respect to such security, to make, regarding any security registered on a national securities exchange, any security not so registered, any security-based swap, or any security-based swap agreement with respect to such security, for the purpose of inducing the purchase or sale of such security, such security-based swap, or such security-based swap agreement any statement which was at the time and in the light of the circumstances under which it was made, false or misleading with respect to any material fact, and which that person knew or had reasonable ground to believe was so false or misleading   5 for a consideration, received directly or indirectly from a broker, dealer, security-based swap dealer, major security-based swap participant, or other person selling or offering for sale or purchasing or offering to purchase the security, a security-based swap, or security-based swap agreement with respect to such security, to induce the purchase of any security registered on a national securities exchange, any security not so registered, any security-based swap, or any security-based swap agreement with respect to such security by the circulation or dissemination of information to the effect that the price of any such security will or is likely to rise or fall because of the market operations of any 1 or more persons conducted for the purpose of raising or depressing the price of such security   and   b in subsection i , by striking as defined in section 206b of the gramm-leach-bliley act    3 in section 10 15 usc 78j  a in subsection b , by striking as defined in section 206b of the gramm-leach-bliley act , each place that term appears and   b in the matter following subsection b , by striking as defined in section 206b of the gramm-leach-bliley act , in each place that such terms appear    4 in section 15 15 usc 78o  a in subsection c 1 a , by striking as defined in section 206b of the gramm-leach-bliley act ,   b in subparagraphs b and c of subsection c 1 , by striking as defined in section 206b of the gramm-leach-bliley act each place that term appears   c by redesignating subsection i , as added by section 303 f of the commodity futures modernization act of 2000 public law 106554 114 stat 2763a455 , as subsection j and   d in subsection j , as redesignated by subparagraph c , by striking as defined in section 206b of the gramm-leach-bliley act    5 in section 16 15 usc 78p  a in subsection a 2 c , by striking as defined in section 206 b of the gramm-leach-bliley act 15 usc 78c note   b in subsection a 3 b , by inserting or security-based swaps after security-based swap agreement   c in the first sentence of subsection b , by striking as defined in section 206b of the gramm-leach-bliley act   d in the third sentence of subsection b , by striking as defined in section 206b of the gramm-leach bliley act and inserting or a security-based swap and   e in subsection g , by striking as defined in section 206b of the gramm-leach-bliley act    6 in section 20 15 usc 78t ,  a in subsection d , by striking as defined in section 206b of the gramm-leach-bliley act and   b in subsection f , by striking as defined in section 206b of the gramm-leach-bliley act and    7 in section 21a 15 usc 78u1  a in subsection a 1 , by striking as defined in section 206b of the gramm-leach-bliley act and   b in subsection g , by striking as defined in section 206b of the gramm-leach-bliley act      sec 763 amendments to the securities exchange act of 1934  a clearing for security-based swaps the securities exchange act of 1934 15 usc 78a et seq is amended by inserting after section 3b as added by section 717 of this act  sec 3c clearing for security-based swaps  a in general  1 standard for clearing it shall be unlawful for any person to engage in a security-based swap unless that person submits such security-based swap for clearing to a clearing agency that is registered under this act or a clearing agency that is exempt from registration under this act if the security-based swap is required to be cleared   2 open access the rules of a clearing agency described in paragraph 1 shall  a prescribe that all security-based swaps submitted to the clearing agency with the same terms and conditions are economically equivalent within the clearing agency and may be offset with each other within the clearing agency and   b provide for non-discriminatory clearing of a security-based swap executed bilaterally or on or through the rules of an unaffiliated national securities exchange or security-based swap execution facility     b commission review  1 commission-initiated review  a the commission on an ongoing basis shall review each security-based swap, or any group, category, type, or class of security-based swaps to make a determination that such security-based swap, or group, category, type, or class of security-based swaps should be required to be cleared   b the commission shall provide at least a 30-day public comment period regarding any determination under subparagraph a    2 swap submissions  a a clearing agency shall submit to the commission each security-based swap, or any group, category, type, or class of security-based swaps that it plans to accept for clearing and provide notice to its members in a manner to be determined by the commission of such submission   b any security-based swap or group, category, type, or class of security-based swaps listed for clearing by a clearing agency as of the date of enactment of this subsection shall be considered submitted to the commission   c the commission shall  i make available to the public any submission received under subparagraphs a and b   ii review each submission made under subparagraphs a and b , and determine whether the security-based swap, or group, category, type, or class of security-based swaps, described in the submission is required to be cleared and   iii provide at least a 30-day public comment period regarding its determination whether the clearing requirement under subsection a 1 shall apply to the submission     3 deadline the commission shall make its determination under paragraph 2 c not later than 90 days after receiving a submission made under paragraphs 2 a and 2 b , unless the submitting clearing agency agrees to an extension for the time limitation established under this paragraph   4 determination  a in reviewing a submission made under paragraph 2 , the commission shall review whether the submission is consistent with section 17a   b in reviewing a security-based swap, group of security-based swaps or class of security-based swaps pursuant to paragraph 1 or a submission made under paragraph 2 , the commission shall take into account the following factors  i the existence of significant outstanding notional exposures, trading liquidity and adequate pricing data   ii the availability of rule framework, capacity, operational expertise and resources, and credit support infrastructure to clear the contract on terms that are consistent with the material terms and trading conventions on which the contract is then traded   iii the effect on the mitigation of systemic risk, taking into account the size of the market for such contract and the resources of the clearing agency available to clear the contract   iv the effect on competition, including appropriate fees and charges applied to clearing   v the existence of reasonable legal certainty in the event of the insolvency of the relevant clearing agency or 1 or more of its clearing members with regard to the treatment of customer and security-based swap counterparty positions, funds, and property    c in making a determination under subsection b 1 or paragraph 2 c that the clearing requirement shall apply, the commission may require such terms and conditions to the requirement as the commission determines to be appropriate    5 rules not later than 1 year after the date of the enactment of this section, the commission shall adopt rules for a clearing agencys submission for review, pursuant to this subsection, of a security-based swap, or a group, category, type, or class of security-based swaps, that it seeks to accept for clearing nothing in this paragraph limits the commission from making a determination under paragraph 2 c for security-based swaps described in paragraph 2 b    c stay of clearing requirement  1 in general after making a determination pursuant to subsection b 2 , the commission, on application of a counterparty to a security-based swap or on its own initiative, may stay the clearing requirement of subsection a 1 until the commission completes a review of the terms of the security-based swap or the group, category, type, or class of security-based swaps and the clearing arrangement   2 deadline the commission shall complete a review undertaken pursuant to paragraph 1 not later than 90 days after issuance of the stay, unless the clearing agency that clears the security-based swap, or group, category, type, or class of security-based swaps, agrees to an extension of the time limitation established under this paragraph   3 determination upon completion of the review undertaken pursuant to paragraph 1 , the commission may  a determine, unconditionally or subject to such terms and conditions as the commission determines to be appropriate, that the security-based swap, or group, category, type, or class of security-based swaps, must be cleared pursuant to this subsection if it finds that such clearing is consistent with subsection b 4 or   b determine that the clearing requirement of subsection a 1 shall not apply to the security-based swap, or group, category, type, or class of security-based swaps    4 rules not later than 1 year after the date of the enactment of this section, the commission shall adopt rules for reviewing, pursuant to this subsection, a clearing agencys clearing of a security-based swap, or a group, category, type, or class of security-based swaps, that it has accepted for clearing    d prevention of evasion  1 in general the commission shall prescribe rules under this section and issue interpretations of rules prescribed under this section , as determined by the commission to be necessary to prevent evasions of the mandatory clearing requirements under this act   2 duty of commission to investigate and take certain actions to the extent the commission finds that a particular security-based swap or any group, category, type, or class of security-based swaps that would otherwise be subject to mandatory clearing but no clearing agency has listed the security-based swap or the group, category, type, or class of security-based swaps for clearing, the commission shall  a investigate the relevant facts and circumstances   b within 30 days issue a public report containing the results of the investigation and   c take such actions as the commission determines to be necessary and in the public interest, which may include requiring the retaining of adequate margin or capital by parties to the security-based swap or the group, category, type, or class of security-based swaps    3 effect on authority nothing in this subsection  a authorizes the commission to adopt rules requiring a clearing agency to list for clearing a security-based swap or any group, category, type, or class of security-based swaps if the clearing of the security-based swap or the group, category, type, or class of security-based swaps would threaten the financial integrity of the clearing agency and   b affects the authority of the commission to enforce the open access provisions of subsection a 2 with respect to a security-based swap or the group, category, type, or class of security-based swaps that is listed for clearing by a clearing agency     e reporting transition rules rules adopted by the commission under this section shall provide for the reporting of data, as follows  1 security-based swaps entered into before the date of the enactment of this section shall be reported to a registered security-based swap data repository or the commission no later than 180 days after the effective date of this section   2 security-based swaps entered into on or after such date of enactment shall be reported to a registered security-based swap data repository or the commission no later than the later of  a 90 days after such effective date or   b such other time after entering into the security-based swap as the commission may prescribe by rule or regulation     f clearing transition rules  1 security-based swaps entered into before the date of the enactment of this section are exempt from the clearing requirements of this subsection if reported pursuant to subsection e 1   2 security-based swaps entered into before application of the clearing requirement pursuant to this section are exempt from the clearing requirements of this section if reported pursuant to subsection e 2    g exceptions  1 in general the requirements of subsection a 1 shall not apply to a security-based swap if 1 of the counterparties to the security-based swap  a is not a financial entity   b is using security-based swaps to hedge or mitigate commercial risk and   c notifies the commission, in a manner set forth by the commission, how it generally meets its financial obligations associated with entering into non-cleared security-based swaps    2 option to clear the application of the clearing exception in paragraph 1 is solely at the discretion of the counterparty to the security-based swap that meets the conditions of subparagraphs a through c of paragraph 1   3 financial entity definition  a in general for the purposes of this subsection, the term financial entity means  i a swap dealer   ii a security-based swap dealer   iii a major swap participant   iv a major security-based swap participant   v a commodity pool as defined in section 1a 10 of the commodity exchange act   vi a private fund as defined in section 202 a of the investment advisers act of 1940 15 usc 80b2 a   vii an employee benefit plan as defined in paragraphs 3 and 32 of section 3 of the employee retirement income security act of 1974 29 usc 1002   viii a person predominantly engaged in activities that are in the business of banking or financial in nature, as defined in section 4 k of the bank holding company act of 1956    b exclusion the commission shall consider whether to exempt small banks, savings associations, farm credit system institutions, and credit unions, including  i depository institutions with total assets of $10,000,000,000 or less   ii farm credit system institutions with total assets of $10,000,000,000 or less or   iii credit unions with total assets of $10,000,000,000 or less     4 treatment of affiliates  a in general an affiliate of a person that qualifies for an exception under this subsection including affiliate entities predominantly engaged in providing financing for the purchase of the merchandise or manufactured goods of the person may qualify for the exception only if the affiliate, acting on behalf of the person and as an agent, uses the security-based swap to hedge or mitigate the commercial risk of the person or other affiliate of the person that is not a financial entity   b prohibition relating to certain affiliates the exception in subparagraph a shall not apply if the affiliate is  i a swap dealer   ii a security-based swap dealer   iii a major swap participant   iv a major security-based swap participant   v an issuer that would be an investment company, as defined in section 3 of the investment company act of 1940 15 usc 80a3 , but for paragraph 1 or 7 of subsection c of that act 15 usc 80a3 c   vi a commodity pool or   vii a bank holding company with over $50,000,000,000 in consolidated assets    c transition rule for affiliates an affiliate, subsidiary, or a wholly owned entity of a person that qualifies for an exception under subparagraph a and is predominantly engaged in providing financing for the purchase or lease of merchandise or manufactured goods of the person shall be exempt from the margin requirement described in section 15f e and the clearing requirement described in subsection a with regard to security-based swaps entered into to mitigate the risk of the financing activities for not less than a 2-year period beginning on the date of enactment of this subparagraph    5 election of counterparty  a security-based swaps required to be cleared with respect to any security-based swap that is subject to the mandatory clearing requirement under subsection a and entered into by a security-based swap dealer or a major security-based swap participant with a counterparty that is not a swap dealer, major swap participant, security-based swap dealer, or major security-based swap participant, the counterparty shall have the sole right to select the clearing agency at which the security-based swap will be cleared   b security-based swaps not required to be cleared with respect to any security-based swap that is not subject to the mandatory clearing requirement under subsection a and entered into by a security-based swap dealer or a major security-based swap participant with a counterparty that is not a swap dealer, major swap participant, security-based swap dealer, or major security-based swap participant, the counterparty  i may elect to require clearing of the security-based swap and   ii shall have the sole right to select the clearing agency at which the security-based swap will be cleared     6 abuse of exception the commission may prescribe such rules or issue interpretations of the rules as the commission determines to be necessary to prevent abuse of the exceptions described in this subsection the commission may also request information from those persons claiming the clearing exception as necessary to prevent abuse of the exceptions described in this subsection    h trade execution  1 in general with respect to transactions involving security-based swaps subject to the clearing requirement of subsection a 1 , counterparties shall  a execute the transaction on an exchange or   b execute the transaction on a security-based swap execution facility registered under section 3d or a security-based swap execution facility that is exempt from registration under section 3d e    2 exception the requirements of subparagraphs a and b of paragraph 1 shall not apply if no exchange or security-based swap execution facility makes the security-based swap available to trade or for security-based swap transactions subject to the clearing exception under subsection g    i board approval exemptions from the requirements of this section to clear a security-based swap or execute a security-based swap through a national securities exchange or security-based swap execution facility shall be available to a counterparty that is an issuer of securities that are registered under section 12 or that is required to file reports pursuant to section 15 d , only if an appropriate committee of the issuer s board or governing body has reviewed and approved the issuer s decision to enter into security-based swaps that are subject to such exemptions   j designation of chief compliance officer  1 in general each registered clearing agency shall designate an individual to serve as a chief compliance officer   2 duties the chief compliance officer shall  a report directly to the board or to the senior officer of the clearing agency   b in consultation with its board, a body performing a function similar thereto, or the senior officer of the registered clearing agency, resolve any conflicts of interest that may arise   c be responsible for administering each policy and procedure that is required to be established pursuant to this section   d ensure compliance with this title including regulations issued under this title relating to agreements, contracts, or transactions, including each rule prescribed by the commission under this section   e establish procedures for the remediation of noncompliance issues identified by the compliance officer through any  i compliance office review   ii look-back   iii internal or external audit finding   iv self-reported error or   v validated complaint and    f establish and follow appropriate procedures for the handling, management response, remediation, retesting, and closing of noncompliance issues    3 annual reports  a in general in accordance with rules prescribed by the commission, the chief compliance officer shall annually prepare and sign a report that contains a description of  i the compliance of the registered clearing agency or security-based swap execution facility of the compliance officer with respect to this title including regulations under this title and   ii each policy and procedure of the registered clearing agency of the compliance officer including the code of ethics and conflict of interest policies of the registered clearing agency    b requirements a compliance report under subparagraph a shall  i accompany each appropriate financial report of the registered clearing agency that is required to be furnished to the commission pursuant to this section and   ii include a certification that, under penalty of law, the compliance report is accurate and complete         b clearing agency requirements section 17a of the securities exchange act of 1934 15 usc 78q1 is amended by adding at the end the following  g registration requirement it shall be unlawful for a clearing agency, unless registered with the commission, directly or indirectly to make use of the mails or any means or instrumentality of interstate commerce to perform the functions of a clearing agency with respect to a security-based swap   h voluntary registration a person that clears agreements, contracts, or transactions that are not required to be cleared under this title may register with the commission as a clearing agency   i standards for clearing agencies clearing security-based swap transactions to be registered and to maintain registration as a clearing agency that clears security-based swap transactions, a clearing agency shall comply with such standards as the commission may establish by rule in establishing any such standards, and in the exercise of its oversight of such a clearing agency pursuant to this title, the commission may conform such standards or oversight to reflect evolving united states and international standards except where the commission determines otherwise by rule or regulation, a clearing agency shall have reasonable discretion in establishing the manner in which it complies with any such standards   j rules the commission shall adopt rules governing persons that are registered as clearing agencies for security-based swaps under this title   k exemptions the commission may exempt, conditionally or unconditionally, a clearing agency from registration under this section for the clearing of security-based swaps if the commission determines that the clearing agency is subject to comparable, comprehensive supervision and regulation by the commodity futures trading commission or the appropriate government authorities in the home country of the agency such conditions may include, but are not limited to, requiring that the clearing agency be available for inspection by the commission and make available all information requested by the commission   l existing depository institutions and derivative clearing organizations  1 in general a depository institution or derivative clearing organization registered with the commodity futures trading commission under the commodity exchange act that is required to be registered as a clearing agency under this section is deemed to be registered under this section solely for the purpose of clearing security-based swaps to the extent that, before the date of enactment of this subsection  a the depository institution cleared swaps as a multilateral clearing organization or   b the derivative clearing organization cleared swaps pursuant to an exemption from registration as a clearing agency    2 conversion of depository institutions a depository institution to which this subsection applies may, by the vote of the shareholders owning not less than 51 percent of the voting interests of the depository institution, be converted into a state corporation, partnership, limited liability company, or similar legal form pursuant to a plan of conversion, if the conversion is not in contravention of applicable state law   3 sharing of information the commodity futures trading commission shall make available to the commission, upon request, all information determined to be relevant by the commodity futures trading commission regarding a derivatives clearing organization deemed to be registered with the commission under paragraph 1    m modification of core principles the commission may conform the core principles established in this section to reflect evolving united states and international standards     c security-based swap execution facilities the securities exchange act of 1934 15 usc 78a et seq is amended by inserting after section 3c as added by subsection a of this section the following  sec 3d security-based swap execution facilities  a registration  1 in general no person may operate a facility for the trading or processing of security-based swaps, unless the facility is registered as a security-based swap execution facility or as a national securities exchange under this section   2 dual registration any person that is registered as a security-based swap execution facility under this section shall register with the commission regardless of whether the person also is registered with the commodity futures trading commission as a swap execution facility    b trading and trade processing a security-based swap execution facility that is registered under subsection a may  1 make available for trading any security-based swap and   2 facilitate trade processing of any security-based swap    c identification of facility used to trade security-based swaps by national securities exchanges a national securities exchange shall, to the extent that the exchange also operates a security-based swap execution facility and uses the same electronic trade execution system for listing and executing trades of security-based swaps on or through the exchange and the facility, identify whether electronic trading of such security-based swaps is taking place on or through the national securities exchange or the security-based swap execution facility   d core principles for security-based swap execution facilities  1 compliance with core principles  a in general to be registered, and maintain registration, as a security-based swap execution facility, the security-based swap execution facility shall comply with  i the core principles described in this subsection and   ii any requirement that the commission may impose by rule or regulation    b reasonable discretion of security-based swap execution facility unless otherwise determined by the commission, by rule or regulation, a security-based swap execution facility described in subparagraph a shall have reasonable discretion in establishing the manner in which it complies with the core principles described in this subsection    2 compliance with rules a security-based swap execution facility shall  a establish and enforce compliance with any rule established by such security-based swap execution facility, including  i the terms and conditions of the security-based swaps traded or processed on or through the facility and   ii any limitation on access to the facility    b establish and enforce trading, trade processing, and participation rules that will deter abuses and have the capacity to detect, investigate, and enforce those rules, including means  i to provide market participants with impartial access to the market and   ii to capture information that may be used in establishing whether rule violations have occurred and    c establish rules governing the operation of the facility, including rules specifying trading procedures to be used in entering and executing orders traded or posted on the facility, including block trades    3 security-based swaps not readily susceptible to manipulation the security-based swap execution facility shall permit trading only in security-based swaps that are not readily susceptible to manipulation   4 monitoring of trading and trade processing the security-based swap execution facility shall  a establish and enforce rules or terms and conditions defining, or specifications detailing  i trading procedures to be used in entering and executing orders traded on or through the facilities of the security-based swap execution facility and   ii procedures for trade processing of security-based swaps on or through the facilities of the security-based swap execution facility and    b monitor trading in security-based swaps to prevent manipulation, price distortion, and disruptions of the delivery or cash settlement process through surveillance, compliance, and disciplinary practices and procedures, including methods for conducting real-time monitoring of trading and comprehensive and accurate trade reconstructions    5 ability to obtain information the security-based swap execution facility shall  a establish and enforce rules that will allow the facility to obtain any necessary information to perform any of the functions described in this subsection   b provide the information to the commission on request and   c have the capacity to carry out such international information-sharing agreements as the commission may require    6 financial integrity of transactions the security-based swap execution facility shall establish and enforce rules and procedures for ensuring the financial integrity of security-based swaps entered on or through the facilities of the security-based swap execution facility, including the clearance and settlement of security-based swaps pursuant to section 3c a 1   7 emergency authority the security-based swap execution facility shall adopt rules to provide for the exercise of emergency authority, in consultation or cooperation with the commission, as is necessary and appropriate, including the authority to liquidate or transfer open positions in any security-based swap or to suspend or curtail trading in a security-based swap   8 timely publication of trading information  a in general the security-based swap execution facility shall make public timely information on price, trading volume, and other trading data on security-based swaps to the extent prescribed by the commission   b capacity of security-based swap execution facility the security-based swap execution facility shall be required to have the capacity to electronically capture and transmit and disseminate trade information with respect to transactions executed on or through the facility    9 recordkeeping and reporting  a in general a security-based swap execution facility shall  i maintain records of all activities relating to the business of the facility, including a complete audit trail, in a form and manner acceptable to the commission for a period of 5 years and   ii report to the commission, in a form and manner acceptable to the commission, such information as the commission determines to be necessary or appropriate for the commission to perform the duties of the commission under this title    b requirements the commission shall adopt data collection and reporting requirements for security-based swap execution facilities that are comparable to corresponding requirements for clearing agencies and security-based swap data repositories    10 antitrust considerations unless necessary or appropriate to achieve the purposes of this title, the security-based swap execution facility shall not  a adopt any rules or taking any actions that result in any unreasonable restraint of trade or   b impose any material anticompetitive burden on trading or clearing    11 conflicts of interest the security-based swap execution facility shall  a establish and enforce rules to minimize conflicts of interest in its decision-making process and   b establish a process for resolving the conflicts of interest    12 financial resources  a in general the security-based swap execution facility shall have adequate financial, operational, and managerial resources to discharge each responsibility of the security-based swap execution facility, as determined by the commission   b determination of resource adequacy the financial resources of a security-based swap execution facility shall be considered to be adequate if the value of the financial resources  i enables the organization to meet its financial obligations to its members and participants notwithstanding a default by the member or participant creating the largest financial exposure for that organization in extreme but plausible market conditions and   ii exceeds the total amount that would enable the security-based swap execution facility to cover the operating costs of the security-based swap execution facility for a 1-year period, as calculated on a rolling basis     13 system safeguards the security-based swap execution facility shall  a establish and maintain a program of risk analysis and oversight to identify and minimize sources of operational risk, through the development of appropriate controls and procedures, and automated systems, that  i are reliable and secure and   ii have adequate scalable capacity    b establish and maintain emergency procedures, backup facilities, and a plan for disaster recovery that allow for  i the timely recovery and resumption of operations and   ii the fulfillment of the responsibilities and obligations of the security-based swap execution facility and    c periodically conduct tests to verify that the backup resources of the security-based swap execution facility are sufficient to ensure continued  i order processing and trade matching   ii price reporting   iii market surveillance and   iv maintenance of a comprehensive and accurate audit trail     14 designation of chief compliance officer  a in general each security-based swap execution facility shall designate an individual to serve as a chief compliance officer   b duties the chief compliance officer shall  i report directly to the board or to the senior officer of the facility   ii review compliance with the core principles in this subsection   iii in consultation with the board of the facility, a body performing a function similar to that of a board, or the senior officer of the facility, resolve any conflicts of interest that may arise   iv be responsible for establishing and administering the policies and procedures required to be established pursuant to this section   v ensure compliance with this title and the rules and regulations issued under this title, including rules prescribed by the commission pursuant to this section   vi establish procedures for the remediation of noncompliance issues found during  i compliance office reviews   ii look backs   iii internal or external audit findings   iv self-reported errors or   v through validated complaints and    vii establish and follow appropriate procedures for the handling, management response, remediation, retesting, and closing of noncompliance issues    c annual reports  i in general in accordance with rules prescribed by the commission, the chief compliance officer shall annually prepare and sign a report that contains a description of  i the compliance of the security-based swap execution facility with this title and   ii the policies and procedures, including the code of ethics and conflict of interest policies, of the security-based security-based swap execution facility    ii requirements the chief compliance officer shall  i submit each report described in clause i with the appropriate financial report of the security-based swap execution facility that is required to be submitted to the commission pursuant to this section and   ii include in the report a certification that, under penalty of law, the report is accurate and complete       e exemptions the commission may exempt, conditionally or unconditionally, a security-based swap execution facility from registration under this section if the commission finds that the facility is subject to comparable, comprehensive supervision and regulation on a consolidated basis by the commodity futures trading commission   f rules the commission shall prescribe rules governing the regulation of security-based swap execution facilities under this section      d segregation of assets held as collateral in security-based swap transactions the securities exchange act of 1934 15 usc 78a et seq is amended by inserting after section 3d as added by subsection b the following  sec 3e segregation of assets held as collateral in security-based swap transactions  a registration requirement it shall be unlawful for any person to accept any money, securities, or property or to extend any credit in lieu of money, securities, or property from, for, or on behalf of a security-based swaps customer to margin, guarantee, or secure a security-based swap cleared by or through a clearing agency including money, securities, or property accruing to the customer as the result of such a security-based swap , unless the person shall have registered under this title with the commission as a broker, dealer, or security-based swap dealer, and the registration shall not have expired nor been suspended nor revoked   b cleared security-based swaps  1 segregation required a broker, dealer, or security-based swap dealer shall treat and deal with all money, securities, and property of any security-based swaps customer received to margin, guarantee, or secure a security-based swap cleared by or though a clearing agency including money, securities, or property accruing to the security-based swaps customer as the result of such a security-based swap as belonging to the security-based swaps customer   2 commingling prohibited money, securities, and property of a security-based swaps customer described in paragraph 1 shall be separately accounted for and shall not be commingled with the funds of the broker, dealer, or security-based swap dealer or be used to margin, secure, or guarantee any trades or contracts of any security-based swaps customer or person other than the person for whom the same are held    c exceptions  1 use of funds  a in general notwithstanding subsection b , money, securities, and property of a security-based swaps customer of a broker, dealer, or security-based swap dealer described in subsection b may, for convenience, be commingled and deposited in the same 1 or more accounts with any bank or trust company or with a clearing agency   b withdrawal notwithstanding subsection b , such share of the money, securities, and property described in subparagraph a as in the normal course of business shall be necessary to margin, guarantee, secure, transfer, adjust, or settle a cleared security-based swap with a clearing agency, or with any member of the clearing agency, may be withdrawn and applied to such purposes, including the payment of commissions, brokerage, interest, taxes, storage, and other charges, lawfully accruing in connection with the cleared security-based swap    2 commission action notwithstanding subsection b , in accordance with such terms and conditions as the commission may prescribe by rule, regulation, or order, any money, securities, or property of the security-based swaps customer of a broker, dealer, or security-based swap dealer described in subsection b may be commingled and deposited as provided in this section with any other money, securities, or property received by the broker, dealer, or security-based swap dealer and required by the commission to be separately accounted for and treated and dealt with as belonging to the security-based swaps customer of the broker, dealer, or security-based swap dealer    d permitted investments money described in subsection b may be invested in obligations of the united states, in general obligations of any state or of any political subdivision of a state, and in obligations fully guaranteed as to principal and interest by the united states, or in any other investment that the commission may by rule or regulation prescribe, and such investments shall be made in accordance with such rules and regulations and subject to such conditions as the commission may prescribe   e prohibition it shall be unlawful for any person, including any clearing agency and any depository institution, that has received any money, securities, or property for deposit in a separate account or accounts as provided in subsection b to hold, dispose of, or use any such money, securities, or property as belonging to the depositing broker, dealer, or security-based swap dealer or any person other than the swaps customer of the broker, dealer, or security-based swap dealer   f segregation requirements for uncleared security-based swaps  1 segregation of assets held as collateral in uncleared security-based swap transactions  a notification a security-based swap dealer or major security-based swap participant shall be required to notify the counterparty of the security-based swap dealer or major security-based swap participant at the beginning of a security-based swap transaction that the counterparty has the right to require segregation of the funds of other property supplied to margin, guarantee, or secure the obligations of the counterparty   b segregation and maintenance of funds at the request of a counterparty to a security-based swap that provides funds or other property to a security-based swap dealer or major security-based swap participant to margin, guarantee, or secure the obligations of the counterparty, the security-based swap dealer or major security-based swap participant shall  i segregate the funds or other property for the benefit of the counterparty and   ii in accordance with such rules and regulations as the commission may promulgate, maintain the funds or other property in a segregated account separate from the assets and other interests of the security-based swap dealer or major security-based swap participant     2 applicability the requirements described in paragraph 1 shall  a apply only to a security-based swap between a counterparty and a security-based swap dealer or major security-based swap participant that is not submitted for clearing to a clearing agency and   b  i not apply to variation margin payments or   ii not preclude any commercial arrangement regarding  i the investment of segregated funds or other property that may only be invested in such investments as the commission may permit by rule or regulation and   ii the related allocation of gains and losses resulting from any investment of the segregated funds or other property      3 use of independent third-party custodians the segregated account described in paragraph 1 shall be  a carried by an independent third-party custodian and   b designated as a segregated account for and on behalf of the counterparty    4 reporting requirement if the counterparty does not choose to require segregation of the funds or other property supplied to margin, guarantee, or secure the obligations of the counterparty, the security-based swap dealer or major security-based swap participant shall report to the counterparty of the security-based swap dealer or major security-based swap participant on a quarterly basis that the back office procedures of the security-based swap dealer or major security-based swap participant relating to margin and collateral requirements are in compliance with the agreement of the counterparties    g bankruptcy a security-based swap, as defined in section 3 a 68 shall be considered to be a security as such term is used in section 101 53a b and subchapter iii of title 11, united states code an account that holds a security-based swap, other than a portfolio margining account referred to in section 15 c 3 c shall be considered to be a securities account, as that term is defined in section 741 of title 11, united states code the definitions of the terms purchase and sale in section 3 a 13 and 14 shall be applied to the terms purchase and sale , as used in section 741 of title 11, united states code the term customer , as defined in section 741 of title 11, united states code, excludes any person, to the extent that such person has a claim based on any open repurchase agreement, open reverse repurchase agreement, stock borrowed agreement, non-cleared option, or non-cleared security-based swap except to the extent of any margin delivered to or by the customer with respect to which there is a customer protection requirement under section 15 c 3 or a segregation requirement      e trading in security-based swaps section 6 of the securities exchange act of 1934 15 usc 78f is amended by adding at the end the following  l security-based swaps it shall be unlawful for any person to effect a transaction in a security-based swap with or for a person that is not an eligible contract participant, unless such transaction is effected on a national securities exchange registered pursuant to subsection b     f additions of security-based swaps to certain enforcement provisions section 9 b of the securities exchange act of 1934 15 usc 78i b is amended by striking paragraphs 1 through 3 and inserting the following  1 any transaction in connection with any security whereby any party to such transaction acquires  a any put, call, straddle, or other option or privilege of buying the security from or selling the security to another without being bound to do so   b any security futures product on the security or   c any security-based swap involving the security or the issuer of the security    2 any transaction in connection with any security with relation to which such person has, directly or indirectly, any interest in any  a such put, call, straddle, option, or privilege   b such security futures product or   c such security-based swap or    3 any transaction in any security for the account of any person who such person has reason to believe has, and who actually has, directly or indirectly, any interest in any  a such put, call, straddle, option, or privilege   b such security futures product with relation to such security or   c any security-based swap involving such security or the issuer of such security      g rulemaking authority to prevent fraud, manipulation and deceptive conduct in security-based swaps section 9 of the securities exchange act of 1934 15 usc 78i is amended by adding at the end the following  j it shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce or of the mails, or of any facility of any national securities exchange, to effect any transaction in, or to induce or attempt to induce the purchase or sale of, any security-based swap, in connection with which such person engages in any fraudulent, deceptive, or manipulative act or practice, makes any fictitious quotation, or engages in any transaction, practice, or course of business which operates as a fraud or deceit upon any person the commission shall, for the purposes of this subsection, by rules and regulations define, and prescribe means reasonably designed to prevent, such transactions, acts, practices, and courses of business as are fraudulent, deceptive, or manipulative, and such quotations as are fictitious     h position limits and position accountability for security-based swaps the securities exchange act of 1934 is amended by inserting after section 10a 15 usc 78j1 the following  sec 10b position limits and position accountability for security-based swaps and large trader reporting  a position limits as a means reasonably designed to prevent fraud and manipulation, the commission shall, by rule or regulation, as necessary or appropriate in the public interest or for the protection of investors, establish limits including related hedge exemption provisions on the size of positions in any security-based swap that may be held by any person in establishing such limits, the commission may require any person to aggregate positions in  1 any security-based swap and any security or loan or group of securities or loans on which such security-based swap is based, which such security-based swap references, or to which such security-based swap is related as described in paragraph 68 of section 3 a , and any other instrument relating to such security or loan or group or index of securities or loans or   2 any security-based swap and  a any security or group or index of securities, the price, yield, value, or volatility of which, or of which any interest therein, is the basis for a material term of such security-based swap as described in paragraph 68 of section 3 a and   b any other instrument relating to the same security or group or index of securities described under subparagraph a     b exemptions the commission, by rule, regulation, or order, may conditionally or unconditionally exempt any person or class of persons, any security-based swap or class of security-based swaps, or any transaction or class of transactions from any requirement the commission may establish under this section with respect to position limits   c sro rules  1 in general as a means reasonably designed to prevent fraud or manipulation, the commission, by rule, regulation, or order, as necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of this title, may direct a self-regulatory organization  a to adopt rules regarding the size of positions in any security-based swap that may be held by  i any member of such self-regulatory organization or   ii any person for whom a member of such self-regulatory organization effects transactions in such security-based swap and    b to adopt rules reasonably designed to ensure compliance with requirements prescribed by the commission under this subsection    2 requirement to aggregate positions in establishing the limits under paragraph 1 , the self-regulatory organization may require such member or person to aggregate positions in  a any security-based swap and any security or loan or group or narrow-based security index of securities or loans on which such security-based swap is based, which such security-based swap references, or to which such security-based swap is related as described in section 3 a 68 , and any other instrument relating to such security or loan or group or narrow-based security index of securities or loans or   b  i any security-based swap and   ii any security-based swap and any other instrument relating to the same security or group or narrow-based security index of securities      d large trader reporting the commission, by rule or regulation, may require any person that effects transactions for such persons own account or the account of others in any securities-based swap or uncleared security-based swap and any security or loan or group or narrow-based security index of securities or loans as set forth in paragraphs 1 and 2 of subsection a under this section to report such information as the commission may prescribe regarding any position or positions in any security-based swap or uncleared security-based swap and any security or loan or group or narrow-based security index of securities or loans and any other instrument relating to such security or loan or group or narrow-based security index of securities or loans as set forth in paragraphs 1 and 2 of subsection a under this section      i public reporting and repositories for security-based swaps section 13 of the securities exchange act of 1934 15 usc 78m is amended by adding at the end the following  m public availability of security-based swap transaction data  1 in general  a definition of real-time public reporting in this paragraph, the term real-time public reporting means to report data relating to a security-based swap transaction, including price and volume, as soon as technologically practicable after the time at which the security-based swap transaction has been executed   b purpose the purpose of this subsection is to authorize the commission to make security-based swap transaction and pricing data available to the public in such form and at such times as the commission determines appropriate to enhance price discovery   c general rule the commission is authorized to provide by rule for the public availability of security-based swap transaction, volume, and pricing data as follows  i with respect to those security-based swaps that are subject to the mandatory clearing requirement described in section 3c a 1 including those security-based swaps that are excepted from the requirement pursuant to section 3c g , the commission shall require real-time public reporting for such transactions   ii with respect to those security-based swaps that are not subject to the mandatory clearing requirement described in section 3c a 1 , but are cleared at a registered clearing agency, the commission shall require real-time public reporting for such transactions   iii with respect to security-based swaps that are not cleared at a registered clearing agency and which are reported to a security-based swap data repository or the commission under section 3c a 6 , the commission shall require real-time public reporting for such transactions, in a manner that does not disclose the business transactions and market positions of any person   iv with respect to security-based swaps that are determined to be required to be cleared under section 3c b but are not cleared, the commission shall require real-time public reporting for such transactions    d registered entities and public reporting the commission may require registered entities to publicly disseminate the security-based swap transaction and pricing data required to be reported under this paragraph   e rulemaking required with respect to the rule providing for the public availability of transaction and pricing data for security-based swaps described in clauses i and ii of subparagraph c , the rule promulgated by the commission shall contain provisions  i to ensure such information does not identify the participants   ii to specify the criteria for determining what constitutes a large notional security-based swap transaction block trade for particular markets and contracts   iii to specify the appropriate time delay for reporting large notional security-based swap transactions block trades to the public and   iv that take into account whether the public disclosure will materially reduce market liquidity    f timeliness of reporting parties to a security-based swap including agents of the parties to a security-based swap shall be responsible for reporting security-based swap transaction information to the appropriate registered entity in a timely manner as may be prescribed by the commission   g reporting of swaps to registered security-based swap data repositories each security-based swap whether cleared or uncleared shall be reported to a registered security-based swap data repository   h registration of clearing agencies a clearing agency may register as a security-based swap data repository    2 semiannual and annual public reporting of aggregate security-based swap data  a in general in accordance with subparagraph b , the commission shall issue a written report on a semiannual and annual basis to make available to the public information relating to  i the trading and clearing in the major security-based swap categories and   ii the market participants and developments in new products    b use consultation in preparing a report under subparagraph a , the commission shall  i use information from security-based swap data repositories and clearing agencies and   ii consult with the office of the comptroller of the currency, the bank for international settlements, and such other regulatory bodies as may be necessary    c authority of commission the commission may, by rule, regulation, or order, delegate the public reporting responsibilities of the commission under this paragraph in accordance with such terms and conditions as the commission determines to be appropriate and in the public interest     n security-based swap data repositories  1 registration requirement it shall be unlawful for any person, unless registered with the commission, directly or indirectly, to make use of the mails or any means or instrumentality of interstate commerce to perform the functions of a security-based swap data repository   2 inspection and examination each registered security-based swap data repository shall be subject to inspection and examination by any representative of the commission   3 compliance with core principles  a in general to be registered, and maintain registration, as a security-based swap data repository, the security-based swap data repository shall comply with  i the requirements and core principles described in this subsection and   ii any requirement that the commission may impose by rule or regulation    b reasonable discretion of security-based swap data repository unless otherwise determined by the commission, by rule or regulation, a security-based swap data repository described in subparagraph a shall have reasonable discretion in establishing the manner in which the security-based swap data repository complies with the core principles described in this subsection    4 standard setting  a data identification  i in general in accordance with clause ii , the commission shall prescribe standards that specify the data elements for each security-based swap that shall be collected and maintained by each registered security-based swap data repository   ii requirement in carrying out clause i , the commission shall prescribe consistent data element standards applicable to registered entities and reporting counterparties    b data collection and maintenance the commission shall prescribe data collection and data maintenance standards for security-based swap data repositories   c comparability the standards prescribed by the commission under this subsection shall be comparable to the data standards imposed by the commission on clearing agencies in connection with their clearing of security-based swaps    5 duties a security-based swap data repository shall  a accept data prescribed by the commission for each security-based swap under subsection b   b confirm with both counterparties to the security-based swap the accuracy of the data that was submitted   c maintain the data described in subparagraph a in such form, in such manner, and for such period as may be required by the commission   d  i provide direct electronic access to the commission or any designee of the commission, including another registered entity and   ii provide the information described in subparagraph a in such form and at such frequency as the commission may require to comply with the public reporting requirements set forth in subsection m    e at the direction of the commission, establish automated systems for monitoring, screening, and analyzing security-based swap data   f maintain the privacy of any and all security-based swap transaction information that the security-based swap data repository receives from a security-based swap dealer, counterparty, or any other registered entity and   g on a confidential basis pursuant to section 24, upon request, and after notifying the commission of the request, make available all data obtained by the security-based swap data repository, including individual counterparty trade and position data, to  i each appropriate prudential regulator   ii the financial stability oversight council   iii the commodity futures trading commission   iv the department of justice and   v any other person that the commission determines to be appropriate, including  i foreign financial supervisors including foreign futures authorities   ii foreign central banks and   iii foreign ministries     h confidentiality and indemnification agreement before the security-based swap data repository may share information with any entity described in subparagraph g  i the security-based swap data repository shall receive a written agreement from each entity stating that the entity shall abide by the confidentiality requirements described in section 24 relating to the information on security-based swap transactions that is provided and   ii each entity shall agree to indemnify the security-based swap data repository and the commission for any expenses arising from litigation relating to the information provided under section 24     6 designation of chief compliance officer  a in general each security-based swap data repository shall designate an individual to serve as a chief compliance officer   b duties the chief compliance officer shall  i report directly to the board or to the senior officer of the security-based swap data repository   ii review the compliance of the security-based swap data repository with respect to the requirements and core principles described in this subsection   iii in consultation with the board of the security-based swap data repository, a body performing a function similar to the board of the security-based swap data repository, or the senior officer of the security-based swap data repository, resolve any conflicts of interest that may arise   iv be responsible for administering each policy and procedure that is required to be established pursuant to this section   v ensure compliance with this title including regulations relating to agreements, contracts, or transactions, including each rule prescribed by the commission under this section   vi establish procedures for the remediation of noncompliance issues identified by the chief compliance officer through any  i compliance office review   ii look-back   iii internal or external audit finding   iv self-reported error or   v validated complaint and    vii establish and follow appropriate procedures for the handling, management response, remediation, retesting, and closing of noncompliance issues    c annual reports  i in general in accordance with rules prescribed by the commission, the chief compliance officer shall annually prepare and sign a report that contains a description of  i the compliance of the security-based swap data repository of the chief compliance officer with respect to this title including regulations and   ii each policy and procedure of the security-based swap data repository of the chief compliance officer including the code of ethics and conflict of interest policies of the security-based swap data repository    ii requirements a compliance report under clause i shall  i accompany each appropriate financial report of the security-based swap data repository that is required to be furnished to the commission pursuant to this section and   ii include a certification that, under penalty of law, the compliance report is accurate and complete      7 core principles applicable to security-based swap data repositories  a antitrust considerations unless necessary or appropriate to achieve the purposes of this title, the swap data repository shall not  i adopt any rule or take any action that results in any unreasonable restraint of trade or   ii impose any material anticompetitive burden on the trading, clearing, or reporting of transactions    b governance arrangements each security-based swap data repository shall establish governance arrangements that are transparent  i to fulfill public interest requirements and   ii to support the objectives of the federal government, owners, and participants    c conflicts of interest each security-based swap data repository shall  i establish and enforce rules to minimize conflicts of interest in the decision-making process of the security-based swap data repository and   ii establish a process for resolving any conflicts of interest described in clause i    d additional duties developed by commission  i in general the commission may develop 1 or more additional duties applicable to security-based swap data repositories   ii consideration of evolving standards in developing additional duties under subparagraph a , the commission may take into consideration any evolving standard of the united states or the international community   iii additional duties for commission designees the commission shall establish additional duties for any registrant described in section 13 m 2 c in order to minimize conflicts of interest, protect data, ensure compliance, and guarantee the safety and security of the security-based swap data repository     8 required registration for security-based swap data repositories any person that is required to be registered as a security-based swap data repository under this subsection shall register with the commission, regardless of whether that person is also licensed under the commodity exchange act as a swap data repository   9 rules the commission shall adopt rules governing persons that are registered under this subsection       sec 764 registration and regulation of security-based swap dealers and major security-based swap participants  a in general the securities exchange act of 1934 15 usc 78a et seq is amended by inserting after section 15e 15 usc 78o7 the following  sec 15f registration and regulation of security-based swap dealers and major security-based swap participants  a registration  1 security-based swap dealers it shall be unlawful for any person to act as a security-based swap dealer unless the person is registered as a security-based swap dealer with the commission   2 major security-based swap participants it shall be unlawful for any person to act as a major security-based swap participant unless the person is registered as a major security-based swap participant with the commission    b requirements  1 in general a person shall register as a security-based swap dealer or major security-based swap participant by filing a registration application with the commission   2 contents  a in general the application shall be made in such form and manner as prescribed by the commission, and shall contain such information, as the commission considers necessary concerning the business in which the applicant is or will be engaged   b continual reporting a person that is registered as a security-based swap dealer or major security-based swap participant shall continue to submit to the commission reports that contain such information pertaining to the business of the person as the commission may require    3 expiration each registration under this section shall expire at such time as the commission may prescribe by rule or regulation   4 rules except as provided in subsections d and e , the commission may prescribe rules applicable to security-based swap dealers and major security-based swap participants, including rules that limit the activities of non-bank security-based swap dealers and major security-based swap participants   5 transition not later than 1 year after the date of enactment of the wall street transparency and accountability act of 2010, the commission shall issue rules under this section to provide for the registration of security-based swap dealers and major security-based swap participants   6 statutory disqualification except to the extent otherwise specifically provided by rule, regulation, or order of the commission, it shall be unlawful for a security-based swap dealer or a major security-based swap participant to permit any person associated with a security-based swap dealer or a major security-based swap participant who is subject to a statutory disqualification to effect or be involved in effecting security-based swaps on behalf of the security-based swap dealer or major security-based swap participant, if the security-based swap dealer or major security-based swap participant knew, or in the exercise of reasonable care should have known, of the statutory disqualification    c dual registration  1 security-based swap dealer any person that is required to be registered as a security-based swap dealer under this section shall register with the commission, regardless of whether the person also is registered with the commodity futures trading commission as a swap dealer   2 major security-based swap participant any person that is required to be registered as a major security-based swap participant under this section shall register with the commission, regardless of whether the person also is registered with the commodity futures trading commission as a major swap participant    d rulemaking  1 in general the commission shall adopt rules for persons that are registered as security-based swap dealers or major security-based swap participants under this section   2 exception for prudential requirements  a in general the commission may not prescribe rules imposing prudential requirements on security-based swap dealers or major security-based swap participants for which there is a prudential regulator   b applicability subparagraph a does not limit the authority of the commission to prescribe rules as directed under this section     e capital and margin requirements  1 in general  a security-based swap dealers and major security-based swap participants that are banks each registered security-based swap dealer and major security-based swap participant for which there is not a prudential regulator shall meet such minimum capital requirements and minimum initial and variation margin requirements as the prudential regulator shall by rule or regulation prescribe under paragraph 2 a   b security-based swap dealers and major security-based swap participants that are not banks each registered security-based swap dealer and major security-based swap participant for which there is not a prudential regulator shall meet such minimum capital requirements and minimum initial and variation margin requirements as the commission shall by rule or regulation prescribe under paragraph 2 b    2 rules  a security-based swap dealers and major security-based swap participants that are banks the prudential regulators, in consultation with the commission and the commodity futures trading commission, shall adopt rules for security-based swap dealers and major security-based swap participants, with respect to their activities as a swap dealer or major swap participant, for which there is a prudential regulator imposing  i capital requirements and   ii both initial and variation margin requirements on all security-based swaps that are not cleared by a registered clearing agency    b security-based swap dealers and major security-based swap participants that are not banks the commission shall adopt rules for security-based swap dealers and major security-based swap participants, with respect to their activities as a swap dealer or major swap participant, for which there is not a prudential regulator imposing  i capital requirements and   ii both initial and variation margin requirements on all swaps that are not cleared by a registered clearing agency    c capital in setting capital requirements for a person that is designated as a security-based swap dealer or a major security-based swap participant for a single type or single class or category of security-based swap or activities, the prudential regulator and the commission shall take into account the risks associated with other types of security-based swaps or classes of security-based swaps or categories of security-based swaps engaged in and the other activities conducted by that person that are not otherwise subject to regulation applicable to that person by virtue of the status of the person    3 standards for capital and margin  a in general to offset the greater risk to the security-based swap dealer or major security-based swap participant and the financial system arising from the use of security-based swaps that are not cleared, the requirements imposed under paragraph 2 shall  i help ensure the safety and soundness of the security-based swap dealer or major security-based swap participant and   ii be appropriate for the risk associated with the non-cleared security-based swaps held as a security-based swap dealer or major security-based swap participant    b rule of construction  i in general nothing in this section shall limit, or be construed to limit, the authority  i of the commission to set financial responsibility rules for a broker or dealer registered pursuant to section 15 b except for section 15 b 11 thereof in accordance with section 15 c 3 or   ii of the commodity futures trading commission to set financial responsibility rules for a futures commission merchant or introducing broker registered pursuant to section 4f a of the commodity exchange act except for section 4f a 3 thereof in accordance with section 4f b of the commodity exchange act    ii futures commission merchants and other dealers a futures commission merchant, introducing broker, broker, or dealer shall maintain sufficient capital to comply with the stricter of any applicable capital requirements to which such futures commission merchant, introducing broker, broker, or dealer is subject to under this title or the commodity exchange act    c margin requirements in prescribing margin requirements under this subsection, the prudential regulator with respect to security-based swap dealers and major security-based swap participants that are depository institutions, and the commission with respect to security-based swap dealers and major security-based swap participants that are not depository institutions shall permit the use of noncash collateral, as the regulator or the commission determines to be consistent with  i preserving the financial integrity of markets trading security-based swaps and   ii preserving the stability of the united states financial system    d comparability of capital and margin requirements  i in general the prudential regulators, the commission, and the securities and exchange commission shall periodically but not less frequently than annually consult on minimum capital requirements and minimum initial and variation margin requirements   ii comparability the entities described in clause i shall, to the maximum extent practicable, establish and maintain comparable minimum capital requirements and minimum initial and variation margin requirements, including the use of noncash collateral, for  i security-based swap dealers and   ii major security-based swap participants       f reporting and recordkeeping  1 in general each registered security-based swap dealer and major security-based swap participant  a shall make such reports as are required by the commission, by rule or regulation, regarding the transactions and positions and financial condition of the registered security-based swap dealer or major security-based swap participant   b  i for which there is a prudential regulator, shall keep books and records of all activities related to the business as a security-based swap dealer or major security-based swap participant in such form and manner and for such period as may be prescribed by the commission by rule or regulation and   ii for which there is no prudential regulator, shall keep books and records in such form and manner and for such period as may be prescribed by the commission by rule or regulation and    c shall keep books and records described in subparagraph b open to inspection and examination by any representative of the commission    2 rules the commission shall adopt rules governing reporting and recordkeeping for security-based swap dealers and major security-based swap participants    g daily trading records  1 in general each registered security-based swap dealer and major security-based swap participant shall maintain daily trading records of the security-based swaps of the registered security-based swap dealer and major security-based swap participant and all related records including related cash or forward transactions and recorded communications, including electronic mail, instant messages, and recordings of telephone calls, for such period as may be required by the commission by rule or regulation   2 information requirements the daily trading records shall include such information as the commission shall require by rule or regulation   3 counterparty records each registered security-based swap dealer and major security-based swap participant shall maintain daily trading records for each counterparty in a manner and form that is identifiable with each security-based swap transaction   4 audit trail each registered security-based swap dealer and major security-based swap participant shall maintain a complete audit trail for conducting comprehensive and accurate trade reconstructions   5 rules the commission shall adopt rules governing daily trading records for security-based swap dealers and major security-based swap participants    h business conduct standards  1 in general each registered security-based swap dealer and major security-based swap participant shall conform with such business conduct standards as prescribed in paragraph 3 and as may be prescribed by the commission by rule or regulation that relate to  a fraud, manipulation, and other abusive practices involving security-based swaps including security-based swaps that are offered but not entered into   b diligent supervision of the business of the registered security-based swap dealer and major security-based swap participant   c adherence to all applicable position limits and   d such other matters as the commission determines to be appropriate    2 responsibilities with respect to special entities  a advising special entities a security-based swap dealer or major security-based swap participant that acts as an advisor to special entity regarding a security-based swap shall comply with the requirements of paragraph 4 with respect to such special entity   b entering of security-based swaps with respect to special entities a security-based swap dealer that enters into or offers to enter into security-based swap with a special entity shall comply with the requirements of paragraph 5 with respect to such special entity   c special entity defined for purposes of this subsection, the term special entity means  i a federal agency   ii a state, state agency, city, county, municipality, or other political subdivision of a state or   iii any employee benefit plan, as defined in section 3 of the employee retirement income security act of 1974 29 usc 1002   iv any governmental plan, as defined in section 3 of the employee retirement income security act of 1974 29 usc 1002 or   v any endowment, including an endowment that is an organization described in section 501 c 3 of the internal revenue code of 1986     3 business conduct requirements business conduct requirements adopted by the commission shall  a establish a duty for a security-based swap dealer or major security-based swap participant to verify that any counterparty meets the eligibility standards for an eligible contract participant   b require disclosure by the security-based swap dealer or major security-based swap participant to any counterparty to the transaction other than a security-based swap dealer, major security-based swap participant, security-based swap dealer, or major security-based swap participant of  i information about the material risks and characteristics of the security-based swap   ii any material incentives or conflicts of interest that the security-based swap dealer or major security-based swap participant may have in connection with the security-based swap and   iii  i for cleared security-based swaps, upon the request of the counterparty, receipt of the daily mark of the transaction from the appropriate derivatives clearing organization and   ii for uncleared security-based swaps, receipt of the daily mark of the transaction from the security-based swap dealer or the major security-based swap participant     c establish a duty for a security-based swap dealer or major security-based swap participant to communicate in a fair and balanced manner based on principles of fair dealing and good faith and   d establish such other standards and requirements as the commission may determine are appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of this act    4 special requirements for security-based swap dealers acting as advisors  a in general it shall be unlawful for a security-based swap dealer or major security-based swap participant  i to employ any device, scheme, or artifice to defraud any special entity or prospective customer who is a special entity   ii to engage in any transaction, practice, or course of business that operates as a fraud or deceit on any special entity or prospective customer who is a special entity or   iii to engage in any act, practice, or course of business that is fraudulent, deceptive, or manipulative    b duty any security-based swap dealer that acts as an advisor to a special entity shall have a duty to act in the best interests of the special entity   c reasonable efforts any security-based swap dealer that acts as an advisor to a special entity shall make reasonable efforts to obtain such information as is necessary to make a reasonable determination that any security-based swap recommended by the security-based swap dealer is in the best interests of the special entity, including information relating to  i the financial status of the special entity   ii the tax status of the special entity   iii the investment or financing objectives of the special entity and   iv any other information that the commission may prescribe by rule or regulation     5 special requirements for security-based swap dealers as counterparties to special entities  a in general any security-based swap dealer or major security-based swap participant that offers to or enters into a security-based swap with a special entity shall  i comply with any duty established by the commission for a security-based swap dealer or major security-based swap participant, with respect to a counterparty that is an eligible contract participant within the meaning of subclause i or ii of clause vii of section 1a 18 of the commodity exchange act, that requires the security-based swap dealer or major security-based swap participant to have a reasonable basis to believe that the counterparty that is a special entity has an independent representative that  i has sufficient knowledge to evaluate the transaction and risks   ii is not subject to a statutory disqualification   iii is independent of the security-based swap dealer or major security-based swap participant   iv undertakes a duty to act in the best interests of the counterparty it represents   v makes appropriate disclosures   vi will provide written representations to the special entity regarding fair pricing and the appropriateness of the transaction and   vii in the case of employee benefit plans subject to the employee retirement income security act of 1974, is a fiduciary as defined in section 3 of that act 29 usc 1002 and    ii before the initiation of the transaction, disclose to the special entity in writing the capacity in which the security-based swap dealer is acting    b commission authority the commission may establish such other standards and requirements under this paragraph as the commission may determine are appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of this act    6 rules the commission shall prescribe rules under this subsection governing business conduct standards for security-based swap dealers and major security-based swap participants   7 applicability this subsection shall not apply with respect to a transaction that is  a initiated by a special entity on an exchange or security-based swaps execution facility and   b the security-based swap dealer or major security-based swap participant does not know the identity of the counterparty to the transaction     i documentation standards  1 in general each registered security-based swap dealer and major security-based swap participant shall conform with such standards as may be prescribed by the commission, by rule or regulation, that relate to timely and accurate confirmation, processing, netting, documentation, and valuation of all security-based swaps   2 rules the commission shall adopt rules governing documentation standards for security-based swap dealers and major security-based swap participants    j duties each registered security-based swap dealer and major security-based swap participant shall, at all times, comply with the following requirements  1 monitoring of trading the security-based swap dealer or major security-based swap participant shall monitor its trading in security-based swaps to prevent violations of applicable position limits   2 risk management procedures the security-based swap dealer or major security-based swap participant shall establish robust and professional risk management systems adequate for managing the day-to-day business of the security-based swap dealer or major security-based swap participant   3 disclosure of general information the security-based swap dealer or major security-based swap participant shall disclose to the commission and to the prudential regulator for the security-based swap dealer or major security-based swap participant, as applicable, information concerning  a terms and conditions of its security-based swaps   b security-based swap trading operations, mechanisms, and practices   c financial integrity protections relating to security-based swaps and   d other information relevant to its trading in security-based swaps    4 ability to obtain information the security-based swap dealer or major security-based swap participant shall  a establish and enforce internal systems and procedures to obtain any necessary information to perform any of the functions described in this section and   b provide the information to the commission and to the prudential regulator for the security-based swap dealer or major security-based swap participant, as applicable, on request    5 conflicts of interest the security-based swap dealer and major security-based swap participant shall implement conflict-of-interest systems and procedures that  a establish structural and institutional safeguards to ensure that the activities of any person within the firm relating to research or analysis of the price or market for any security-based swap or acting in a role of providing clearing activities or making determinations as to accepting clearing customers are separated by appropriate informational partitions within the firm from the review, pressure, or oversight of persons whose involvement in pricing, trading, or clearing activities might potentially bias their judgment or supervision and contravene the core principles of open access and the business conduct standards described in this title and   b address such other issues as the commission determines to be appropriate    6 antitrust considerations unless necessary or appropriate to achieve the purposes of this title, the security-based swap dealer or major security-based swap participant shall not  a adopt any process or take any action that results in any unreasonable restraint of trade or   b impose any material anticompetitive burden on trading or clearing    7 rules the commission shall prescribe rules under this subsection governing duties of security-based swap dealers and major security-based swap participants    k designation of chief compliance officer  1 in general each security-based swap dealer and major security-based swap participant shall designate an individual to serve as a chief compliance officer   2 duties the chief compliance officer shall  a report directly to the board or to the senior officer of the security-based swap dealer or major security-based swap participant   b review the compliance of the security-based swap dealer or major security-based swap participant with respect to the security-based swap dealer and major security-based swap participant requirements described in this section   c in consultation with the board of directors, a body performing a function similar to the board, or the senior officer of the organization, resolve any conflicts of interest that may arise   d be responsible for administering each policy and procedure that is required to be established pursuant to this section   e ensure compliance with this title including regulations relating to security-based swaps, including each rule prescribed by the commission under this section   f establish procedures for the remediation of noncompliance issues identified by the chief compliance officer through any  i compliance office review   ii look-back   iii internal or external audit finding   iv self-reported error or   v validated complaint and    g establish and follow appropriate procedures for the handling, management response, remediation, retesting, and closing of noncompliance issues    3 annual reports  a in general in accordance with rules prescribed by the commission, the chief compliance officer shall annually prepare and sign a report that contains a description of  i the compliance of the security-based swap dealer or major swap participant with respect to this title including regulations and   ii each policy and procedure of the security-based swap dealer or major security-based swap participant of the chief compliance officer including the code of ethics and conflict of interest policies    b requirements a compliance report under subparagraph a shall  i accompany each appropriate financial report of the security-based swap dealer or major security-based swap participant that is required to be furnished to the commission pursuant to this section and   ii include a certification that, under penalty of law, the compliance report is accurate and complete      l enforcement and administrative proceeding authority  1 primary enforcement authority  a securities and exchange commission except as provided in subparagraph b , c , or d , the commission shall have primary authority to enforce subtitle b, and the amendments made by subtitle b of the wall street transparency and accountability act of 2010, with respect to any person   b prudential regulators the prudential regulators shall have exclusive authority to enforce the provisions of subsection e and other prudential requirements of this title including risk management standards , with respect to security-based swap dealers or major security-based swap participants for which they are the prudential regulator   c referral  i violations of nonprudential requirements if the appropriate federal banking agency for security-based swap dealers or major security-based swap participants that are depository institutions has cause to believe that such security-based swap dealer or major security-based swap participant may have engaged in conduct that constitutes a violation of the nonprudential requirements of this section or rules adopted by the commission thereunder, the agency may recommend in writing to the commission that the commission initiate an enforcement proceeding as authorized under this title the recommendation shall be accompanied by a written explanation of the concerns giving rise to the recommendation   ii violations of prudential requirements if the commission has cause to believe that a securities-based swap dealer or major securities-based swap participant that has a prudential regulator may have engaged in conduct that constitute a violation of the prudential requirements of subsection e or rules adopted thereunder, the commission may recommend in writing to the prudential regulator that the prudential regulator initiate an enforcement proceeding as authorized under this title the recommendation shall be accompanied by a written explanation of the concerns giving rise to the recommendation    d backstop enforcement authority  i initiation of enforcement proceeding by prudential regulator if the commission does not initiate an enforcement proceeding before the end of the 90-day period beginning on the date on which the commission receives a written report under subsection c i , the prudential regulator may initiate an enforcement proceeding   ii initiation of enforcement proceeding by commission if the prudential regulator does not initiate an enforcement proceeding before the end of the 90-day period beginning on the date on which the prudential regulator receives a written report under subsection c ii , the commission may initiate an enforcement proceeding     2 censure, denial, suspension notice and hearing the commission, by order, shall censure, place limitations on the activities, functions, or operations of, or revoke the registration of any security-based swap dealer or major security-based swap participant that has registered with the commission pursuant to subsection b if the commission finds, on the record after notice and opportunity for hearing, that such censure, placing of limitations, or revocation is in the public interest and that such security-based swap dealer or major security-based swap participant, or any person associated with such security-based swap dealer or major security-based swap participant effecting or involved in effecting transactions in security-based swaps on behalf of such security-based swap dealer or major security-based swap participant, whether prior or subsequent to becoming so associated  a has committed or omitted any act, or is subject to an order or finding, enumerated in subparagraph a , d , or e of paragraph 4 of section 15 b   b has been convicted of any offense specified in subparagraph b of such paragraph 4 within 10 years of the commencement of the proceedings under this subsection   c is enjoined from any action, conduct, or practice specified in subparagraph c of such paragraph 4   d is subject to an order or a final order specified in subparagraph f or h , respectively, of such paragraph 4 or   e has been found by a foreign financial regulatory authority to have committed or omitted any act, or violated any foreign statute or regulation, enumerated in subparagraph g of such paragraph 4    3 associated persons with respect to any person who is associated, who is seeking to become associated, or, at the time of the alleged misconduct, who was associated or was seeking to become associated with a security-based swap dealer or major security-based swap participant for the purpose of effecting or being involved in effecting security-based swaps on behalf of such security-based swap dealer or major security-based swap participant, the commission, by order, shall censure, place limitations on the activities or functions of such person, or suspend for a period not exceeding 12 months, or bar such person from being associated with a security-based swap dealer or major security-based swap participant, if the commission finds, on the record after notice and opportunity for a hearing, that such censure, placing of limitations, suspension, or bar is in the public interest and that such person  a has committed or omitted any act, or is subject to an order or finding, enumerated in subparagraph a , d , or e of paragraph 4 of section 15 b   b has been convicted of any offense specified in subparagraph b of such paragraph 4 within 10 years of the commencement of the proceedings under this subsection   c is enjoined from any action, conduct, or practice specified in subparagraph c of such paragraph 4   d is subject to an order or a final order specified in subparagraph f or h , respectively, of such paragraph 4 or   e has been found by a foreign financial regulatory authority to have committed or omitted any act, or violated any foreign statute or regulation, enumerated in subparagraph g of such paragraph 4    4 unlawful conduct it shall be unlawful  a for any person as to whom an order under paragraph 3 is in effect, without the consent of the commission, willfully to become, or to be, associated with a security-based swap dealer or major security-based swap participant in contravention of such order or   b for any security-based swap dealer or major security-based swap participant to permit such a person, without the consent of the commission, to become or remain a person associated with the security-based swap dealer or major security-based swap participant in contravention of such order, if such security-based swap dealer or major security-based swap participant knew, or in the exercise of reasonable care should have known, of such order        b savings clause notwithstanding any other provision of this title, nothing in this subtitle shall be construed as divesting any appropriate federal banking agency of any authority it may have to establish or enforce, with respect to a person for which such agency is the appropriate federal banking agency, prudential or other standards pursuant to authority by federal law other than this title    sec 765 rulemaking on conflict of interest  a in general in order to mitigate conflicts of interest, not later than 180 days after the date of enactment of the wall street transparency and accountability act of 2010, the securities and exchange commission shall adopt rules which may include numerical limits on the control of, or the voting rights with respect to, any clearing agency that clears security-based swaps, or on the control of any security-based swap execution facility or national securities exchange that posts or makes available for trading security-based swaps, by a bank holding company as defined in section 2 of the bank holding company act of 1956 12 usc 1841 with total consolidated assets of $50,000,000,000 or more, a nonbank financial company as defined in section 102 supervised by the board of governors of the federal reserve system, affiliate of such a bank holding company or nonbank financial company, a security-based swap dealer, major security-based swap participant, or person associated with a security-based swap dealer or major security-based swap participant   b purposes the securities and exchange commission shall adopt rules if the commission determines, after the review described in subsection a , that such rules are necessary or appropriate to improve the governance of, or to mitigate systemic risk, promote competition, or mitigate conflicts of interest in connection with a security-based swap dealer or major security-based swap participants conduct of business with, a clearing agency, national securities exchange, or security-based swap execution facility that clears, posts, or makes available for trading security-based swaps and in which such security-based swap dealer or major security-based swap participant has a material debt or equity investment   c considerations in adopting rules pursuant to this section, the securities and exchange commission shall consider any conflicts of interest arising from the amount of equity owned by a single investor, the ability to vote, cause the vote of, or withhold votes entitled to be cast on any matters by the holders of the ownership interest, and the governance arrangements of any derivatives clearing organization that clears swaps, or swap execution facility or board of trade designated as a contract market that posts swaps or makes swaps available for trading    sec 766 reporting and recordkeeping  a in general the securities exchange act of 1934 15 usc 78a et seq is amended by inserting after section 13 the following  sec 13a reporting and recordkeeping for certain security-based swaps  a required reporting of security-based swaps not accepted by any clearing agency or derivatives clearing organization  1 in general each security-based swap that is not accepted for clearing by any clearing agency or derivatives clearing organization shall be reported to  a a security-based swap data repository described in section 13 n or   b in the case in which there is no security-based swap data repository that would accept the security-based swap, to the commission pursuant to this section within such time period as the commission may by rule or regulation prescribe    2 transition rule for preenactment security-based swaps  a security-based swaps entered into before the date of enactment of the wall street transparency and accountability act of 2010 each security-based swap entered into before the date of enactment of the wall street transparency and accountability act of 2010, the terms of which have not expired as of the date of enactment of that act, shall be reported to a registered security-based swap data repository or the commission by a date that is not later than  i 30 days after issuance of the interim final rule or   ii such other period as the commission determines to be appropriate    b commission rulemaking the commission shall promulgate an interim final rule within 90 days of the date of enactment of this section providing for the reporting of each security-based swap entered into before the date of enactment as referenced in subparagraph a   c effective date the reporting provisions described in this section shall be effective upon the date of the enactment of this section    3 reporting obligations  a security-based swaps in which only 1 counterparty is a security-based swap dealer or major security-based swap participant with respect to a security-based swap in which only 1 counterparty is a security-based swap dealer or major security-based swap participant, the security-based swap dealer or major security-based swap participant shall report the security-based swap as required under paragraphs 1 and 2   b security-based swaps in which 1 counterparty is a security-based swap dealer and the other a major security-based swap participant with respect to a security-based swap in which 1 counterparty is a security-based swap dealer and the other a major security-based swap participant, the security-based swap dealer shall report the security-based swap as required under paragraphs 1 and 2   c other security-based swaps with respect to any other security-based swap not described in subparagraph a or b , the counterparties to the security-based swap shall select a counterparty to report the security-based swap as required under paragraphs 1 and 2     b duties of certain individuals any individual or entity that enters into a security-based swap shall meet each requirement described in subsection c if the individual or entity did not  1 clear the security-based swap in accordance with section 3c a 1 or   2 have the data regarding the security-based swap accepted by a security-based swap data repository in accordance with rules including timeframes adopted by the commission under this title    c requirements an individual or entity described in subsection b shall  1 upon written request from the commission, provide reports regarding the security-based swaps held by the individual or entity to the commission in such form and in such manner as the commission may request and   2 maintain books and records pertaining to the security-based swaps held by the individual or entity in such form, in such manner, and for such period as the commission may require, which shall be open to inspection by  a any representative of the commission   b an appropriate prudential regulator   c the commodity futures trading commission   d the financial stability oversight council and   e the department of justice     d identical data in prescribing rules under this section, the commission shall require individuals and entities described in subsection b to submit to the commission a report that contains data that is not less comprehensive than the data required to be collected by security-based swap data repositories under this title      b beneficial ownership reporting section 13 of the securities exchange act of 1934 15 usc 78m is amended  1 in subsection d 1 , by inserting or otherwise becomes or is deemed to become a beneficial owner of any of the foregoing upon the purchase or sale of a security-based swap that the commission may define by rule, and after alaska native claims settlement act, and   2 in subsection g 1 , by inserting or otherwise becomes or is deemed to become a beneficial owner of any security of a class described in subsection d 1 upon the purchase or sale of a security-based swap that the commission may define by rule after subsection d 1 of this section    c reports by institutional investment managers section 13 f 1 of the securities exchange act of 1934 15 usc 78m f 1 is amended by inserting or otherwise becomes or is deemed to become a beneficial owner of any security of a class described in subsection d 1 upon the purchase or sale of a security-based swap that the commission may define by rule, after subsection d 1 of this section   d administrative proceeding authority section 15 b 4 of the securities exchange act of 1934 15 usc 78o b 4 is amended  1 in subparagraph c , by inserting security-based swap dealer, major security-based swap participant, after government securities dealer, and   2 in subparagraph f , by striking broker or dealer and inserting broker, dealer, security-based swap dealer, or a major security-based swap participant    e security-based swap beneficial ownership section 13 of the securities exchange act of 1934 15 usc 78m is amended by adding at the end the following  o beneficial ownership for purposes of this section and section 16, a person shall be deemed to acquire beneficial ownership of an equity security based on the purchase or sale of a security-based swap, only to the extent that the commission, by rule, determines after consultation with the prudential regulators and the secretary of the treasury, that the purchase or sale of the security-based swap, or class of security-based swap, provides incidents of ownership comparable to direct ownership of the equity security, and that it is necessary to achieve the purposes of this section that the purchase or sale of the security-based swaps, or class of security-based swap, be deemed the acquisition of beneficial ownership of the equity security      sec 767 state gaming and bucket shop laws  section 28 a of the securities exchange act of 1934 15 usc 78bb a is amended to read as follows  a limitation on judgments  1 in general no person permitted to maintain a suit for damages under the provisions of this title shall recover, through satisfaction of judgment in 1 or more actions, a total amount in excess of the actual damages to that person on account of the act complained of except as otherwise specifically provided in this title, nothing in this title shall affect the jurisdiction of the securities commission or any agency or officer performing like functions of any state over any security or any person insofar as it does not conflict with the provisions of this title or the rules and regulations under this title   2 rule of construction except as provided in subsection f , the rights and remedies provided by this title shall be in addition to any and all other rights and remedies that may exist at law or in equity   3 state bucket shop laws no state law which prohibits or regulates the making or promoting of wagering or gaming contracts, or the operation of bucket shops or other similar or related activities, shall invalidate  a any put, call, straddle, option, privilege, or other security subject to this title except any security that has a pari-mutuel payout or otherwise is determined by the commission, acting by rule, regulation, or order, to be appropriately subject to such laws , or apply to any activity which is incidental or related to the offer, purchase, sale, exercise, settlement, or closeout of any such security   b any security-based swap between eligible contract participants or   c any security-based swap effected on a national securities exchange registered pursuant to section 6 b    4 other state provisions no provision of state law regarding the offer, sale, or distribution of securities shall apply to any transaction in a security-based swap or a security futures product, except that this paragraph may not be construed as limiting any state antifraud law of general applicability a security-based swap may not be regulated as an insurance contract under any provision of state law       sec 768 amendments to the securities act of 1933 treatment of security-based swaps  a definitions section 2 a of the securities act of 1933 15 usc 77b a is amended  1 in paragraph 1 , by inserting security-based swap, after security future,   2 in paragraph 3 , by adding at the end the following any offer or sale of a security-based swap by or on behalf of the issuer of the securities upon which such security-based swap is based or is referenced, an affiliate of the issuer, or an underwriter, shall constitute a contract for sale of, sale of, offer for sale, or offer to sell such securities and   3 by adding at the end the following  17 the terms swap and security-based swap have the same meanings as in section 1a of the commodity exchange act 7 usc 1a   18 the terms purchase or sale of a security-based swap shall be deemed to mean the execution, termination prior to its scheduled maturity date , assignment, exchange, or similar transfer or conveyance of, or extinguishing of rights or obligations under, a security-based swap, as the context may require      b registration of security-based swaps section 5 of the securities act of 1933 15 usc 77e is amended by adding at the end the following  d notwithstanding the provisions of section 3 or 4, unless a registration statement meeting the requirements of section 10 a is in effect as to a security-based swap, it shall be unlawful for any person, directly or indirectly, to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to offer to sell, offer to buy or purchase or sell a security-based swap to any person who is not an eligible contract participant as defined in section 1a 18 of the commodity exchange act 7 usc 1a 18      sec 769 definitions under the investment company act of 1940  section 2 a of the investment company act of 1940 15 usc 80a2 is amended by adding at the end the following  54 the terms commodity pool , commodity pool operator , commodity trading advisor , major swap participant , swap , swap dealer , and swap execution facility have the same meanings as in section 1a of the commodity exchange act 7 usc 1a      sec 770 definitions under the investment advisers act of 1940  section 202 a of the investment advisers act of 1940 15 usc 80b2 is amended by adding at the end the following  29 the terms commodity pool , commodity pool operator , commodity trading advisor , major swap participant , swap , swap dealer , and swap execution facility have the same meanings as in section 1a of the commodity exchange act 7 usc 1a      sec 771 other authority  unless otherwise provided by its terms, this subtitle does not divest any appropriate federal banking agency, the securities and exchange commission, the commodity futures trading commission, or any other federal or state agency, of any authority derived from any other provision of applicable law    sec 772 jurisdiction  a in general section 36 of the securities exchange act of 1934 15 usc 78mm is amended by adding at the end the following  c derivatives unless the commission is expressly authorized by any provision described in this subsection to grant exemptions, the commission shall not grant exemptions, with respect to amendments made by subtitle b of the wall street transparency and accountability act of 2010, with respect to paragraphs 65 , 66 , 68 , 69 , 70 , 71 , 72 , 73 , 74 , 75 , 76 , and 79 of section 3 a , and sections 10b a , 10b b , 10b c , 13a, 15f, 17a g , 17a h , 17a i , 17a j , 17a k , and 17a l provided that the commission shall have exemptive authority under this title with respect to security-based swaps as to the same matters that the commodity futures trading commission has under the wall street transparency and accountability act of 2010 with respect to swaps, including under section 4 c of the commodity exchange act     b rule of construction section 30 of the securities exchange act of 1934 15 usc 78dd is amended by adding at the end the following  c rule of construction no provision of this title that was added by the wall street transparency and accountability act of 2010, or any rule or regulation thereunder, shall apply to any person insofar as such person transacts a business in security-based swaps without the jurisdiction of the united states, unless such person transacts such business in contravention of such rules and regulations as the commission may prescribe as necessary or appropriate to prevent the evasion of any provision of this title that was added by the wall street transparency and accountability act of 2010 this subsection shall not be construed to limit the jurisdiction of the commission under any provision of this title, as in effect prior to the date of enactment of the wall street transparency and accountability act of 2010      sec 773 civil penalties  section 21b of the securities exchange act of 1934 15 usc 78p-2 is amended by adding at the end the following  f security-based swaps  1 clearing agency any clearing agency that knowingly or recklessly evades or participates in or facilitates an evasion of the requirements of section 3c shall be liable for a civil money penalty in twice the amount otherwise available for a violation of section 3c   2 security-based swap dealer or major security-based swap participant any security-based swap dealer or major security-based swap participant that knowingly or recklessly evades or participates in or facilitates an evasion of the requirements of section 3c shall be liable for a civil money penalty in twice the amount otherwise available for a violation of section 3c       sec 774 effective date  unless otherwise provided, the provisions of this subtitle shall take effect on the later of 360 days after the date of the enactment of this subtitle or, to the extent a provision of this subtitle requires a rulemaking, not less than 60 days after publication of the final rule or regulation implementing such provision of this subtitle     