Search Results = - THOMAS (Library of Congress)

HR 3817 IH=20

111th CONGRESS

1st Session

H. R. 3817

To provide the Securities and Exchange Commission with = additional=20 authorities to protect investors from violations of the securities laws, = and for=20 other purposes.=20

IN THE HOUSE OF REPRESENTATIVES

October 15, 2009

Mr. KANJORSKI introduced the following bill; which was referred to = the=20 Committee on Financial Services=20

A BILL

To provide the Securities and Exchange Commission with = additional=20 authorities to protect investors from violations of the securities laws, = and for=20 other purposes.=20

Be it enacted by the Senate and House of Representatives of the = United=20 States of America in Congress assembled,

SECTION 1. SHORT TITLE.

This Act may be cited as the `Investor Protection Act of = 2009.'.

SEC. 2. TABLE OF CONTENTS.

The table of contents for this Act is as follows:

Sec. 1. Short title.

Sec. 2. Table of contents.

TITLE I--DISCLOSURE

Sec. 101. Investor Advisory Committee established.

Sec. 102. Clarification of the commission's authority to engage in = consumer testing.

Sec. 103. Establishment of a fiduciary duty for brokers, dealers, = and=20 investment advisers, and harmonization of regulation.

Sec. 104. Clarification of commission authority to require = investor=20 disclosures before purchase of investment company shares.

Sec. 105. Beneficial ownership and short-swing profit = reporting.

Sec. 106. Revision to recordkeeping rules.

TITLE II--ENFORCEMENT AND REMEDIES

Sec. 201. Authority to restrict mandatory pre-dispute = arbitration.

Sec. 202. Whistleblower protection.

Sec. 203. Conforming amendments for whistleblower = protection.

Sec. 204. Implementation and transition provisions for = whistleblower=20 protections.

Sec. 205. Collateral bars.

Sec. 206. Aiding and abetting authority under the Securities Act = and the=20 Investment Company Act.

Sec. 207. Authority to impose penalties for aiding and abetting=20 violations of the Investment Advisers Act.

Sec. 208. Deadline for completing examinations, inspections and=20 enforcement actions.

Sec. 209. Nationwide service of subpoenas.

Sec. 210. Authority to impose civil penalties in cease and desist=20 proceedings.

Sec. 211. Formerly associated persons.

Sec. 212. Sharing privileged information with other = authorities.

Sec. 213. Expanded access to grand jury material.

Sec. 214. Aiding and abetting standard of knowledge satisfied by=20 recklessness.

Sec. 215. Extraterritorial jurisdiction of the antifraud = provisions of=20 the Federal securities laws.

Sec. 216. Fidelity bonding.

Sec. 217. Enhanced SEC authority to conduct surveillance and risk=20 assessment.

Sec. 218. Investment company examinations.

Sec. 219. Control person liability under the Securities Exchange=20 Act.

Sec. 220. Enhanced application of anti-fraud provisions.

TITLE III--COMMISSION FUNDING AND ORGANIZATION

Sec. 301. Authorization of appropriations.

Sec. 302. Investment adviser regulation funding.

Sec. 303. Amendments to section 31 of the Securities Exchange Act = of=20 1934.

Sec. 304. Commission organizational study and reform.

TITLE IV--ADDITIONAL COMMISSION REFORMS

Sec. 401. Regulation of securities lending.

Sec. 402. Lost and stolen securities.

Sec. 403. Fingerprinting.

Sec. 404. Equal treatment of self-regulatory organization = rules.

Sec. 405. Clarification that section 205 of the Investment = Advisers Act=20 of 1940 does not apply to State-registered advisers.

Sec. 406. Conforming amendments for the repeal of the Public = Utility=20 Holding Company Act of 1935.

Sec. 407. Promoting transparency in financial reporting.

Sec. 408. Unlawful margin lending.

Sec. 409. Protecting confidentiality of materials submitted to the = Commission.

Sec. 410. Technical corrections.

Sec. 411. Municipal securities.

Sec. 412. Interested person definition.

Sec. 413. Rulemaking authority to protect redeeming = investors.

TITLE V--SECURITIES INVESTOR PROTECTION ACT AMENDMENTS

Sec. 501. Increasing the minimum assessment paid by SIPC = members.

Sec. 502. Increasing the borrowing limit on treasury = loans.

Sec. 503. Increasing the cash limit of protection.

Sec. 504. SIPC as trustee in SIPA liquidation = proceedings.

Sec. 505. Insiders ineligible for SIPC advances.

Sec. 506. Eligibility for direct payment procedure.

Sec. 507. Increasing the fine for prohibited acts under = SIPA.

Sec. 508. Penalty for misrepresentation of SIPC membership or=20 protection.

Sec. 509. Limitations on customer status.

Sec. 510. Futures held in a portfolio margin securities account=20 protection.

Sec. 511. Risk-based premiums.

Sec. 512. Budgetary treatment of Commission loans to = SIPC.

TITLE VI--SARBANES-OXLEY ACT AMENDMENTS

Sec. 601. Public Company Accounting Oversight Board oversight of=20 auditors of non-public brokers and dealers.

Sec. 602. Foreign regulatory information sharing.

Sec. 603. Expansion of audit information to be produced and = exchanged=20 with foreign counterparts.

Sec. 604. Fair fund amendments.

Sec. 605. Whistleblower protection against retaliation by a = subsidiary=20 of an issuer.

TITLE I--DISCLOSURE

SEC. 101. INVESTOR ADVISORY COMMITTEE ESTABLISHED.

The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) is = amended by=20 adding after section 4C the following new section:

`SEC. 4D. INVESTOR ADVISORY COMMITTEE.

`(a) Establishment and Purpose- There is established an Investor = Advisory=20 Committee (in this section referred to as the `Committee') to advise = and=20 consult with the Commission on--

`(1) regulatory priorities and issues regarding new products, = trading=20 strategies, fee structures and the effectiveness of = disclosures;

`(2) initiatives to protect investor interest; and

`(3) initiatives to promote investor confidence in the integrity = of the=20 marketplace.

`(b) Membership-

`(1) APPOINTMENT- The Chairman of the Commission shall appoint the = members of the Committee, which members shall--

`(A) represent the interests of individual = investors;

`(B) represent the interests of institutional investors; = and

`(C) use a wide range of investment approaches.

`(2) MEMBERS NOT COMMISSION EMPLOYEES- Members shall not be = considered=20 employees or agents of the Commission solely because of membership = on the=20 Committee.

`(c) Meetings- The Committee shall meet from time to time at the = call of=20 the Commission, but, at a minimum, shall meet at least twice each = year.

`(d) Compensation and Travel Expenses- Members of the Committee who = are=20 not full-time employees of the United States shall--

`(1) be entitled to receive compensation at a rate fixed by the=20 Commission while attending meetings of the Committee, including = travel time;=20 and

`(2) be allowed travel expenses, including transportation and=20 subsistence, while away from their homes or regular places of=20 business.

`(e) Committee Findings- Nothing in this section requires the = Commission=20 to accept, agree, or act upon the findings or recommendations of the=20 Committee.

`(f) Authorization of Appropriations- There is authorized to be=20 appropriated to the Commission such sums as are necessary for the = activities=20 of the Committee.'.

SEC. 102. CLARIFICATION OF THE COMMISSION'S AUTHORITY TO ENGAGE IN = CONSUMER=20 TESTING.

(a) Amendment to Securities Act of 1933- Section 19 of the = Securities Act=20 of 1933 (15 U.S.C. 77s) is amended by adding at the end the following = new=20 subsection:

`(e) For the purposes of evaluating its rules and programs and for=20 considering, proposing, adopting, or engaging in rules or programs, = the=20 Commission is authorized to gather information, communicate with = investors or=20 other members of the public, and engage in such temporary or = experimental=20 programs as the Commission in its discretion determines is in the = public=20 interest or for the protection of investors. The Commission may = delegate to=20 its staff some or all of the authority conferred by this = subsection.'.

(b) Amendment to Securities Exchange Act of 1934- Section 23 of the=20 Securities Exchange Act of 1934 (15 U.S.C. 78w) is amended by = redesignating=20 subsections (b), (c), and (d) as subsections (c), (d), and (e), = respectively,=20 and inserting after subsection (a) the following:

`(b) For the purposes of evaluating its rules and programs and for=20 considering proposing, adopting, or engaging in rules or programs, the = Commission is authorized to gather information, communicate with = investors or=20 other members of the public, and engage in such temporary or = experimental=20 programs as the Commission in its discretion determines is in the = public=20 interest or for the protection of investors. The Commission may = delegate to=20 its staff some or all of the authority conferred by this = subsection.'.

(c) Amendment to Investment Company Act of 1940- Section 38 of the=20 Investment Company Act of 1940 (15 U.S.C. 80a-38) is amended by adding = at the=20 end the following new subsection:

`(d) Gathering Information- For the purposes of evaluating its rules = and=20 programs and for considering proposing, adopting, or engaging in rules = or=20 programs, the Commission is authorized to gather information, = communicate with=20 investors or other members of the public, and engage in such temporary = or=20 experimental programs as the Commission in its discretion determines = is in the=20 public interest or for the protection of investors. The Commission may = delegate to its staff some or all of the authority conferred by this=20 subsection.'.

(d) Amendment to the Investment Advisers Act of 1940- Section 211 of = the=20 Investment Advisers Act of 1940 (15 U.S.C. 80b-11) is amended by = adding at the=20 end the following new subsection:

`(e) For the purposes of evaluating its rules and programs and for=20 considering proposing, adopting, or engaging in rules or programs, the = Commission is authorized to gather information, communicate with = investors or=20 other members of the public, and engage in such temporary or = experimental=20 programs as the Commission in its discretion determines is in the = public=20 interest or for the protection of investors. The Commission may = delegate to=20 its staff some or all of the authority conferred by this = subsection.'.

SEC. 103. ESTABLISHMENT OF A FIDUCIARY DUTY FOR BROKERS, DEALERS, = AND=20 INVESTMENT ADVISERS, AND HARMONIZATION OF REGULATION.

(a) In General-

(1) SECURITIES EXCHANGE ACT OF 1934- Section 15 of the Securities=20 Exchange Act of 1934 (15 U.S.C. 78o) is amended--

(A) by redesignating the second subsection (i) as subsection = (j);=20 and

(B) by adding at the end the following new = subsections:

`(k) Standards of Conduct-

`(1) IN GENERAL- Notwithstanding any other provision of this Act = or the=20 Investment Advisers Act of 1940, the Commission shall promulgate = rules to=20 provide that, with respect to a broker or dealer that is providing=20 investment advice to a retail customer (and such other customers as = the=20 Commission may by rule provide), the standard of conduct for such = broker or=20 dealer with respect to such customer shall be the same as the = standard of=20 conduct applicable to an investment adviser under the Investment = Advisers=20 Act of 1940. The receipt of compensation based on commission shall = not, in=20 and of itself, be considered a violation of such standard applied to = a=20 broker or dealer.

`(2) RETAIL CUSTOMER DEFINED- For purposes of this subsection, the = term=20 `retail customer' means an individual, or the legal representative = of such=20 individual, who--

`(A) receives personalized investment advice from a broker or = dealer;=20 and

`(B) uses such advice primarily for personal, family, or = household=20 purposes.

`(l) Other Matters- The Commission shall--

`(1) facilitate the provision of simple and clear disclosures to=20 investors regarding the terms of their relationships with brokers, = dealers,=20 and investment advisers; and

`(2) examine and, where appropriate, promulgate rules prohibiting = sales=20 practices, conflicts of interest, and compensation schemes for = financial=20 intermediaries (including brokers, dealers, and investment advisers) = that it=20 deems contrary to the public interest and the interests of=20 investors.'.

(2) INVESTMENT ADVISERS ACT OF 1940- Section 211 of the Investment = Advisers Act of 1940, as amended by section 102(d), is further = amended by=20 adding at the end the following new subsection:

`(f) Standards of Conduct-

`(1) IN GENERAL- Notwithstanding any other provision of this Act = or the=20 Securities Exchange Act of 1934, the Commission shall promulgate = rules to=20 provide that the standards of conduct for all brokers, dealers, and=20 investment advisers, in providing investment advice to retail = customers (and=20 such other customers as the Commission may by rule provide), shall = be to act=20 in the best interest of the customer without regard to the financial = or=20 other interest of the broker, dealer, or investment adviser = providing the=20 advice.

`(2) RETAIL CUSTOMER DEFINED- For purposes of this subsection, the = term=20 `retail customer' means an individual, or the legal representative = of such=20 individual, who--

`(A) receives personalized investment advice from a broker, = dealer, or=20 investment adviser; and

`(B) uses such advice primarily for personal, family, or = household=20 purposes.

`(g) Other Matters- The Commission shall--

`(1) facilitate the provision of simple and clear disclosures to=20 investors regarding the terms of their relationships with brokers, = dealers,=20 and investment advisers; and

(b) Harmonization of Enforcement and Remedy Regulations- Section 15 = of the=20 Securities Exchange Act of 1934, as amended by subsection (a), is = further=20 amended by adding at the end the following new subsection:

`(m) Harmonization of Enforcement and Remedy Regulations- The = Commission=20 shall issue regulations to ensure, to the extent practicable, that the = enforcement options and remedies available for violations of the = standard of=20 conduct applicable to a broker or dealer providing investment advice = to a=20 retail customer are commensurate with those enforcement options and = remedies=20 available for violations of the standard of conduct applicable to = investment=20 advisers under the Investment Advisers Act of 1940.'.

SEC. 104. CLARIFICATION OF COMMISSION AUTHORITY TO REQUIRE INVESTOR=20 DISCLOSURES BEFORE PURCHASE OF INVESTMENT COMPANY SHARES.

Section 24 of the Investment Company Act of 1940 (15 U.S.C. 80a-24) = is=20 amended by adding at the end the following new subsection:

`(h) Timing of Disclosure- Notwithstanding any other provision of = this Act=20 or the Securities Act of 1933, the Commission is authorized to = promulgate=20 rules designating documents or information that must precede a sale to = a=20 purchaser of securities issued by a registered investment = company.'.

SEC. 105. BENEFICIAL OWNERSHIP AND SHORT-SWING PROFIT = REPORTING.

(a) Beneficial Ownership Reporting- Section 13 of the Securities = Exchange=20 Act of 1934 (15 U.S.C. 78m) is amended--

(1) in subsection (d)(1)--

(A) by inserting after `within ten days after such acquisition' = the=20 following: `or within such shorter time as the Commission may = establish by=20 rule'; and

(B) by striking `send to the issuer of the security at its = principal=20 executive office, by registered or certified mail, send to each = exchange=20 where the security is traded, and';

(2) in subsection (d)(2)--

(A) by striking `in the statements to the issuer and the = exchange,=20 and'; and

(B) by striking `shall be transmitted to the issuer and the = exchange=20 and';

(3) in subsection (g)(1), by striking `shall send to the issuer of = the=20 security and'; and

(4) in subsection (g)(2)--

(A) by striking `sent to the issuer and'; and

(B) by striking `shall be transmitted to the issuer = and'.

(b) Short-swing Profit Reporting- Section 16(a) of the Securities = Exchange=20 Act of 1934 (15 U.S.C. 78p(a)) is amended--

(1) in paragraph (1), by striking `(and, if such security is = registered=20 on a national securities exchange, also with the exchange)'; = and

(2) in paragraph (2)(B), by inserting after `officer' the = following: `,=20 or within such shorter time as the Commission may establish by = rule'.

SEC. 106. REVISION TO RECORDKEEPING RULES.

(a) Investment Company Act of 1940 Amendments- Section 31 of the=20 Investment Company Act of 1940 (15 U.S.C. 80a-30) is amended--

(1) in subsection (a)(1), by adding at the end the following: = `Each=20 person with custody or use of a registered investment company's = securities,=20 deposits, or credits shall maintain and preserve all records that = relate to=20 the person's custody or use of the registered investment company's=20 securities, deposits, or credits for such period or periods as the=20 Commission, by rules and regulations, may prescribe as necessary or=20 appropriate in the public interest or for the protection of = investors.';=20 and

(2) in subsection (b), by adding at the end the following new=20 paragraph:

`(4) RECORDS OF PERSONS WITH CUSTODY OR USE-

`(A) IN GENERAL- Notwithstanding paragraph (1), records of = persons=20 with custody or use of a registered investment company's = securities,=20 deposits, or credits, that relate to such custody or use, are = subject at=20 any time, or from time to time, to such reasonable periodic, = special, or=20 other examinations and other information and document requests by=20 representatives of the Commission as the Commission deems = necessary or=20 appropriate in the public interest or for the protection of=20 investors.

`(B) CERTAIN PERSONS SUBJECT TO OTHER REGULATION- Persons = subject to=20 regulation and examination by a Federal financial institution = regulatory=20 agency (as such term is defined under section 212(c)(2) of title = 18,=20 United States Code) may satisfy any examination request, = information=20 request, or document request described under subparagraph (A), by=20 providing the Commission with a detailed listing, in writing, of = the=20 registered investment company's securities, deposits, or credits = within=20 such person's custody or use.'.

(b) Investment Advisers Act of 1940 Amendment- Section 204 of the=20 Investment Advisers Act of 1940 (15 U.S.C. 80b-4) is amended by adding = at the=20 end the following new subsection:

`(d) Records of Persons With Custody or Use-

`(1) IN GENERAL- Records of persons with custody or use of a = client's=20 securities, deposits, or credits, that relate to such custody or = use, are=20 subject at any time, or from time to time, to such reasonable = periodic,=20 special, or other examinations and other information and document = requests=20 by representatives of the Commission as the Commission deems = necessary or=20 appropriate in the public interest or for the protection of = investors.

`(2) CERTAIN PERSONS SUBJECT TO OTHER REGULATION- Persons subject = to=20 regulation and examination by a Federal financial institution = regulatory=20 agency (as such term is defined under section 212(c)(2) of title 18, = United=20 States Code) may satisfy any examination request, information = request, or=20 document request described under paragraph (1), by providing the = Commission=20 with a detailed listing, in writing, of the client's securities, = deposits,=20 or credits within such person's custody or use.'.

TITLE II--ENFORCEMENT AND REMEDIES

SEC. 201. AUTHORITY TO RESTRICT MANDATORY PRE-DISPUTE = ARBITRATION.

(a) Amendment to Securities Exchange Act of 1934- Section 15 of the=20 Securities Exchange Act of 1934 (15 U.S.C. 78o), as amended by section = 103) is=20 further amended by adding at the end the following new = subsection:

`(m) Authority To Restrict Mandatory Pre-dispute Arbitration- The=20 Commission, by rule, may prohibit, or impose conditions or limitations = on the=20 use of, agreements that require customers or clients of any broker, = dealer, or=20 municipal securities dealer to arbitrate any future dispute between = them=20 arising under the Federal securities laws or the rules of a = self-regulatory=20 organization if it finds that such prohibition, imposition of = conditions, or=20 limitations are in the public interest and for the protection of=20 investors.'.

(b) Amendment To Investment Advisers Act of 1940- Section 205 of the = Investment Advisers Act of 1940 (15 U.S.C. 80b-5) is amended by adding = at the=20 end the following new subsection:

`(f) Authority To Restrict Mandatory Pre-dispute Arbitration- The=20 Commission, by rule, may prohibit, or impose conditions or limitations = on the=20 use of, agreements that require customers or clients of any investment = adviser=20 to arbitrate any future dispute between them arising under the Federal = securities laws or the rules of a self-regulatory organization if it = finds=20 that such prohibition, imposition of conditions, or limitations are in = the=20 public interest and for the protection of investors.'.

SEC. 202. WHISTLEBLOWER PROTECTION.

The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) is = amended by=20 adding after section 21E the following new section:

`SEC. 21F. SECURITIES WHISTLEBLOWER INCENTIVES AND PROTECTION.

`(a) In General- In any judicial or administrative action brought by = the=20 Commission under the securities laws that results in monetary = sanctions=20 exceeding $1,000,000, the Commission, under regulations prescribed by = the=20 Commission and subject to subsection (b), may pay an award or awards = not=20 exceeding an amount equal to 30 percent, in total, of the monetary = sanctions=20 imposed in the action or related actions to one or more whistleblowers = who=20 voluntarily provided original information to the Commission that led = to the=20 successful enforcement of the action. Any amount payable under the = preceding=20 sentence shall be paid from the fund described in subsection (f).

`(b) Determination of Amount of Award; Denial of Award-

`(1) DETERMINATION OF AMOUNT OF AWARD- The determination of the = amount=20 of an award, within the limit specified in subsection (a), shall be = in the=20 sole discretion of the Commission. The Commission may take into = account the=20 significance of the whistleblower's information to the success of = the=20 judicial or administrative action described in subsection (a), the = degree of=20 assistance provided by the whistleblower and any legal = representative of the=20 whistleblower in such action, the Commission's programmatic interest = in=20 deterring violations of the securities laws by making awards to=20 whistleblowers who provide information that leads to the successful=20 enforcement of such laws, and such additional factors as the = Commission may=20 establish by rules or regulations.

`(2) DENIAL OF AWARD- No award under subsection (a) shall be=20 made--

`(A) to any whistleblower who is, or was at the time he or she=20 acquired the original information submitted to the Commission, a = member,=20 officer, or employee of any appropriate regulatory agency, the = Department=20 of Justice, or a self-regulatory organization;

`(B) to any whistleblower who is convicted of a criminal = violation=20 related to the judicial or administrative action for which the=20 whistleblower otherwise could receive an award under this section; = or

`(C) to any whistleblower who fails to submit information to the = Commission in such form as the Commission may, by rule, = require.

`(c) Representation-

`(1) PERMITTED REPRESENTATION- Any whistleblower who makes a claim = for=20 an award under subsection (a) may be represented by = counsel.

`(2) REQUIRED REPRESENTATION- Any whistleblower who makes a claim = for an=20 award under subsection (a) must be represented by counsel if the=20 whistleblower submits the information upon which the claim is based=20 anonymously. Prior to the payment of an award, the whistleblower = must=20 disclose his or her identity and provide such other information as = the=20 Commission may require.

`(d) No Contract Necessary- No contract with the Commission is = necessary=20 for any whistleblower to receive an award under subsection (a), unless = the=20 Commission, by rule or regulation, so requires.

`(e) Appeals- Any determinations under this section, including = whether, to=20 whom, or in what amounts to make awards, shall be in the sole = discretion of=20 the Commission, and any such determinations shall be final and not = subject to=20 judicial review.

`(f) Investor Protection Fund-

`(1) FUND ESTABLISHED- There is established in the Treasury of the = United States a fund to be known as the `Securities and Exchange = Commission=20 Investor Protection Fund' (referred to in this section as the = `Fund').

`(2) USE OF FUND- The Fund shall be available to the Commission, = without=20 further appropriation or fiscal year limitation, for the following=20 purposes:

`(A) Paying awards to whistleblowers as provided in subsection=20 (a).

`(B) Funding investor education initiatives designed to help = investors=20 protect themselves against securities fraud or other violations of = the=20 securities laws, or the rules and regulations = thereunder.

`(3) DEPOSITS AND CREDITS- There shall be deposited into or = credited to=20 the Fund--

`(A) any monetary sanction collected by the Commission in any = judicial=20 or administrative action brought by the Commission under the = securities=20 laws that is not added to a disgorgement fund pursuant to section = 308 of=20 the Sarbanes-Oxley Act of 2002 or other fund or otherwise = distributed to=20 victims of a violation of the securities laws, or the rules and=20 regulations thereunder, underlying such action, unless the balance = of the=20 Fund at the time the monetary sanction is collected exceeds=20 $100,000,000;

`(B) any monetary sanction added to a disgorgement fund pursuant = to=20 section 308 of the Sarbanes-Oxley Act of 2002 or other fund that = is not=20 distributed to the victims for whom the disgorgement fund was = established,=20 unless the balance of the Fund at the time the determination is = made not=20 to distribute the monetary sanction to such victims exceeds = $100,000,000;=20 and

`(C) all income from investments made under paragraph = (4).

`(4) INVESTMENTS-

`(A) AMOUNTS IN FUND MAY BE INVESTED- The Commission may request = the=20 Secretary of the Treasury to invest the portion of the Fund that = is not,=20 in the Commission's judgment, required to meet the current needs = of the=20 Fund.

`(B) ELIGIBLE INVESTMENTS- Investments shall be made by the = Secretary=20 of the Treasury in obligations of the United States or obligations = that=20 are guaranteed as to principal and interest by the United States, = with=20 maturities suitable to the needs of the Fund as determined by the=20 Commission.

`(C) INTEREST AND PROCEEDS CREDITED- The interest on, and the = proceeds=20 from the sale or redemption of, any obligations held in the Fund = shall be=20 credited to, and form a part of, the Fund.

`(5) REPORTS TO CONGRESS- Not later than October 30 of each year, = the=20 Commission shall transmit to the Committee on Banking, Housing, and = Urban=20 Affairs of the Senate, and the Committee on Financial Services of = the House=20 of Representatives a report on--

`(A) the Commission's whistleblower award program under this = section,=20 including a description of the number of awards granted and the = types of=20 cases in which awards granted during the preceding fiscal = year;

`(B) investor education initiatives described in paragraph = (2)(B) that=20 were funded by the Fund during the preceding fiscal = year;

`(C) the balance of the Fund at the beginning of the preceding = fiscal=20 year;

`(D) the amounts deposited into or credited to the Fund during = the=20 preceding fiscal year;

`(E) the amount of earnings on investments of amounts in the = Fund=20 during the preceding fiscal year;

`(F) the amount paid from the Fund during the preceding fiscal = year to=20 whistleblowers pursuant to subsection (a);

`(G) the amount paid from the Fund during the preceding fiscal = year=20 for investor education initiatives described in paragraph = (1)(B);

`(H) the balance of the Fund at the end of the preceding fiscal = year;=20 and

`(I) a complete set of audited financial statements, including a = balance sheet, income statement, and cash flow = analysis.

`(g) Protection of Whistleblowers-

`(1) PROHIBITION AGAINST RETALIATION-

`(A) IN GENERAL- No employer may discharge, demote, suspend, = threaten,=20 harass, or in any other manner discriminate against an employee,=20 contractor, or agent in the terms and conditions of employment = because of=20 any lawful act done by the employee, contractor, or agent in = providing=20 information to the Commission in accordance with subsection (a), = or in=20 assisting in any investigation or judicial or administrative = action of the=20 Commission based upon or related to such = information.

`(B) ENFORCEMENT-

`(i) CAUSE OF ACTION- An individual who alleges discharge or = other=20 discrimination in violation of subparagraph (A) may bring an = action=20 under this subsection in the appropriate district court of the = United=20 States for the relief provided in subparagraph = (C).

`(i) SUBPOENAS- A subpoena requiring the attendance of a = witness at=20 a trial or hearing conducted under this section may be served at = any=20 place in the United States.

`(ii) STATUTE OF LIMITATIONS- An action under this subsection = may=20 not be brought more than 6 years after the date on which the = violation=20 of subparagraph (A) occurred, or more than 3 years after the = date when=20 facts material to the right of action are known or reasonably = should=20 have been known by the employee alleging a violation of = subparagraph=20 (A), but in no event after 10 years after the date on which the=20 violation occurs.

`(C) RELIEF- An employee, contractor, or agent prevailing in any = action brought under subparagraph (B) shall be entitled to all = relief=20 necessary to make that employee, contractor, or agent whole, = including=20 reinstatement with the same seniority status that the employee,=20 contractor, or agent would have had, but for the discrimination, 2 = times=20 the amount of back pay, with interest, and compensation for any = special=20 damages sustained as a result of the discrimination, including = litigation=20 costs, expert witness fees, and reasonable attorneys' = fees.

`(2) CONFIDENTIALITY-

`(A) IN GENERAL- Except as provided in subparagraph (B), all=20 information provided to the Commission by a whistleblower shall be = confidential and privileged as an evidentiary matter (and shall = not be=20 subject to civil discovery or other legal process) in any = proceeding in=20 any Federal or State court or administrative agency, and shall be = exempt=20 from disclosure, in the hands of an agency or establishment of the = Federal=20 Government, under the Freedom of Information Act (5 U.S.C. 552), = or=20 otherwise, unless and until required to be disclosed to a = defendant or=20 respondent in connection with a public proceeding instituted by = the=20 Commission or any entity described in subparagraph (B). For = purposes of=20 section 552 of title 5, United States Code, this paragraph shall = be=20 considered a statute described in subsection (b)(3)(B) of such = section=20 552. Nothing herein is intended to limit the Attorney General's = ability to=20 present such evidence to a grand jury or to share such evidence = with=20 potential witnesses or defendants in the course of an ongoing = criminal=20 investigation.

`(B) AVAILABILITY TO GOVERNMENT AGENCIES- Without the loss of = its=20 status as confidential and privileged in the hands of the = Commission, all=20 information referred to in subparagraph (A) may, in the discretion = of the=20 Commission, when determined by the Commission to be necessary to=20 accomplish the purposes of this Act and protect investors, be made = available to--

`(i) the Attorney General of the United = States,

`(ii) an appropriate regulatory authority,

`(iii) a self-regulatory organization,

`(iv) State attorneys general in connection with any criminal=20 investigation, and

`(v) any appropriate State regulatory = authority,

each of which shall maintain such information as confidential = and=20 privileged, in accordance with the requirements in subparagraph=20 (A).

`(3) RIGHTS RETAINED- Nothing in this section shall be deemed to=20 diminish the rights, privileges, or remedies of any whistleblower = under any=20 Federal or State law, or under any collective bargaining = agreement.

`(h) Rulemaking Authority- The Commission shall have the authority = to=20 issue such rules and regulations as may be necessary or appropriate to = implement the provisions of this section.

`(i) Definitions- For purposes of this section, the following terms = have=20 the following meanings:

`(1) ORIGINAL INFORMATION- The term `original information' means=20 information that--

`(A) is based on the direct and independent knowledge or = analysis of a=20 whistleblower;

`(B) is not known to the Commission from any other source;=20 and

`(C) is not based on allegations in a judicial or administrative = hearing, in a governmental report, hearing, audit, or = investigation, or=20 from the news media, unless the whistleblower is the initial = source of the=20 information that resulted in the judicial or administrative = hearing,=20 governmental report, hearing, audit, or investigation, or the news = media's=20 report on the allegations.

`(2) MONETARY SANCTIONS- The term `monetary sanctions,' when used = with=20 respect to any judicial or administrative action, means any monies,=20 including but not limited to penalties, disgorgement, and interest, = ordered=20 to be paid, and any monies deposited into a disgorgement fund = pursuant to=20 section 308(b) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. = 7246(b)), as a=20 result of such action or any settlement of such action.

`(3) RELATED ACTION- The term `related action,' when used with = respect=20 to any judicial or administrative action brought by the Commission = under the=20 securities laws, means any judicial or administrative action brought = by an=20 entity described in subsection (g)(2)(B) that is based upon the same = original information provided by a whistleblower pursuant to = subsection (a)=20 that led to the successful enforcement of the Commission = action.

`(4) WHISTLEBLOWER- The term `whistleblower' means an individual, = or two=20 or more individuals acting jointly, who submit information to the = Commission=20 as provided in this section.'.

SEC. 203. CONFORMING AMENDMENTS FOR WHISTLEBLOWER PROTECTION.

(a) In General- Each of the following provisions is amended by = inserting=20 `and section 21F of the Securities Exchange Act of 1934' after `the=20 Sarbanes-Oxley Act of 2002':

(1) Section 20(d)(3)(A) of the Securities Act of 1933 (15 U.S.C.=20 77t(d)(3)(A)).

(2) Section 42(e)(3)(A) of the Investment Company Act of 1940 (15 = U.S.C.=20 80a-41(e)(3)(A)).

(3) Section 209(e)(3)(A) of the Investment Advisers Act of 1940 = (15=20 U.S.C. 80b-9(e)(3)(A)).

(b) Securities Exchange Act- The Securities Exchange Act of 1934 (15 = U.S.C. 78a et seq.) is amended--

(1) in section 21(d)(3)(C)(i) (15 U.S.C. 78u(d)(3)(C)(i)), by = inserting=20 `and section 21F of this title' after `the Sarbanes-Oxley Act of=20 2002';

(2) in section 21A(d)(1) (15 U.S.C. 78u-1(d)(1))--

(A) by striking `(subject to subsection (e))'; = and

(B) by inserting `and section 21F of this title' after `the=20 Sarbanes-Oxley Act of 2002'; and

(3) in section 21A, by striking subsection (e) and redesignating=20 subsections (f) and (g) as subsection (e) and (f), = respectively.

SEC. 204. IMPLEMENTATION AND TRANSITION PROVISIONS FOR WHISTLEBLOWER = PROTECTIONS.

(a) Implementing Rules- The Securities and Exchange Commission shall = issue=20 final regulations implementing the provisions of section 21F of the = Securities=20 Exchange Act of 1934, as added by this title, no later than 270 days = after the=20 date of enactment of this Act.

(b) Original Information- Information submitted to the Commission by = a=20 whistleblower in accordance with regulations implementing the = provisions of=20 section 21F of the Securities Exchange Act of 1934, as added by this = title,=20 shall not lose its status as original information, as defined in = subsection=20 (i)(1) of such section, solely because the whistleblower submitted = such=20 information prior to the effective date of such regulations, provided = such=20 information was submitted after the date of enactment of this Act, or = related=20 to insider trading violations for which a bounty could have been paid = at the=20 time such information was submitted.

(c) Awards- A whistleblower may receive an award pursuant to section = 21F=20 of the Securities Exchange Act of 1934, as added by this title, = regardless of=20 whether any violation of a provision of the securities laws, or a rule = or=20 regulation thereunder, underlying the judicial or administrative = action upon=20 which the award is based occurred prior to the date of enactment of = this=20 Act.

SEC. 205. COLLATERAL BARS.

(a) Section 15 of the Securities Exchange Act of 1934- Section = 15(b)(6)(A)=20 of the Securities Exchange Act of 1934 (15 U.S.C. 78o(b)(6)(A)) is = amended by=20 striking `12 months, or bar such person from being associated with a = broker or=20 dealer,' and inserting `12 months, or bar any such person from being=20 associated with a broker, dealer, investment adviser, municipal = securities=20 dealer, transfer agent, or nationally recognized statistical rating=20 organization,'.

(b) Section 15B of the Securities Exchange Act of 1934- Section = 15B(c)(4)=20 of the Securities Exchange Act of 1934 (15 U.S.C. 78o-4(c)(4)) is = amended by=20 striking `twelve months or bar any such person from being associated = with a=20 municipal securities dealer,' and inserting `12 months or bar any such = person=20 from being associated with a broker, dealer, investment adviser, = municipal=20 securities dealer, transfer agent, or nationally recognized = statistical rating=20 organization,'.

(c) Section 17A of the Securities Exchange Act of 1934- Section=20 17A(c)(4)(C) of the Securities Exchange Act of 1934 (15 U.S.C. = 78q-1(c)(4)(C))=20 is amended by striking `twelve months or bar any such person from = being=20 associated with the transfer agent,' and inserting `12 months or bar = any such=20 person from being associated with any transfer agent, broker, dealer,=20 investment adviser, municipal securities dealer, or nationally = recognized=20 statistical rating organization,'.

(d) Section 203 of the Investment Advisers Act of 1940- Section = 203(f) of=20 the Investment Advisers Act of 1940 (15 U.S.C. 80b-3(f)) is amended by = striking `twelve months or bar any such person from being associated = with an=20 investment adviser,' and inserting `12 months or bar any such person = from=20 being associated with an investment adviser, broker, dealer, municipal = securities dealer, transfer agent, or nationally recognized = statistical rating=20 organization,'.

SEC. 206. AIDING AND ABETTING AUTHORITY UNDER THE SECURITIES ACT AND = THE=20 INVESTMENT COMPANY ACT.

(a) Under the Securities Act of 1933- Section 15 of the Securities = Act of=20 1933 (15 U.S.C. 77o) is amended--

(1) by striking `Every person who' and inserting `(a) Controlling=20 Persons- Every person who'; and

(2) by adding at the end the following:

`(b) Prosecution of Persons Who Aid and Abet Violations- For = purposes of=20 any action brought by the Commission under subparagraph (b) or (d) of = section=20 20, any person that knowingly or recklessly provides substantial = assistance to=20 another person in violation of a provision of this Act, or of any rule = or=20 regulation issued under this Act, shall be deemed to be in violation = of such=20 provision to the same extent as the person to whom such assistance is=20 provided.'.

(c) Under the Investment Company Act of 1940- Section 48 of the = Investment=20 Company Act of 1940 (15 U.S.C. 80a-48) is amended by redesignating = subsection=20 (b) as subsection (c) and inserting after subsection (a) the = following:

`(b) For purposes of any action brought by the Commission under = subsection=20 (d) or (e) of section 42, any person that knowingly or recklessly = provides=20 substantial assistance to another person in violation of a provision = of this=20 Act, or of any rule or regulation issued under this Act, shall be = deemed to be=20 in violation of such provision to the same extent as the person to = whom such=20 assistance is provided.'.

SEC. 207. AUTHORITY TO IMPOSE PENALTIES FOR AIDING AND ABETTING = VIOLATIONS=20 OF THE INVESTMENT ADVISERS ACT.

Section 209 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-9) = is=20 amended by inserting at the end the following new subsection:

`(f) Aiding and Abetting- For purposes of any action brought by the=20 Commission under subsection (e), any person that knowingly or = recklessly has=20 aided, abetted, counseled, commanded, induced, or procured a violation = of any=20 provision of this Act, or of any rule, regulation, or order hereunder, = shall=20 be deemed to be in violation of such provision, rule, regulation, or = order to=20 the same extent as the person that committed such violation.'.

SEC. 208. DEADLINE FOR COMPLETING EXAMINATIONS, INSPECTIONS AND = ENFORCEMENT=20 ACTIONS.

The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) is = amended by=20 inserting after section 4D (as added by section 101) the following new = section:

`SEC. 4E. DEADLINE FOR COMPLETING EXAMINATIONS, INVESTIGATIONS AND=20 ENFORCEMENT ACTIONS.

`(a) In General- The Commission shall complete any examination,=20 investigations, or enforcement action initiated by the Commission not = later=20 than 180 days after the date on which such examination, inspection, or = enforcement action is commenced.

`(b) Exception for Certain Complex Actions- Notwithstanding = subsection=20 (a), if the head of any division or office within the Commission = determines=20 that a particular examination, investigation, or enforcement action is = sufficiently complex that it cannot be completed within the deadline = provided=20 under subsection (a), such head may, after providing notice to the = Chairman of=20 the Commission, extend such deadline by an additional 180 days.'.

SEC. 209. NATIONWIDE SERVICE OF SUBPOENAS.

(a) Securities Act of 1933- Section 22(a) of the Securities Act of = 1933=20 (15 U.S.C. 77v(a)) is amended by inserting after the second sentence = the=20 following: `In any action or proceeding instituted by the Commission = under=20 this title in a United States district court for any judicial = district,=20 subpoenas issued by or on behalf of such court to compel the = attendance of=20 witnesses or the production of documents or tangible things (or both) = may be=20 served in any other district. Such subpoenas may be served and = enforced=20 without application to the court or a showing of cause, = notwithstanding the=20 provisions of rule 45(b)(2), (c)(3)(A)(ii), and (c)(3)(B)(iii) of the = Federal=20 Rules of Civil Procedure.'.

(b) Securities Exchange Act of 1934- Section 27 of the Securities = Exchange=20 Act of 1934 (15 U.S.C. 78aa) is amended by inserting after the third = sentence=20 the following: `In any action or proceeding instituted by the = Commission under=20 this title in a United States district court for any judicial = district,=20 subpoenas issued by or on behalf of such court to compel the = attendance of=20 witnesses or the production of documents or tangible things (or both) = may be=20 served in any other district. Such subpoenas may be served and = enforced=20 without application to the court or a showing of cause, = notwithstanding the=20 provisions of rule 45(b)(2), (c)(3)(A)(ii), and (c)(3)(B)(iii) of the = Federal=20 Rules of Civil Procedure.'.

(c) Investment Company Act of 1940- Section 44 of the Investment = Company=20 Act of 1940 (15 U.S.C. 80a-43) is amended by inserting after the = fourth=20 sentence the following: `In any action or proceeding instituted by the = Commission under this title in a United States district court for any = judicial=20 district, subpoenas issued by or on behalf of such court to compel the = attendance of witnesses or the production of documents or tangible = things (or=20 both) may be served in any other district. Such subpoenas may be = served and=20 enforced without application to the court or a showing of cause,=20 notwithstanding the provisions of rule 45(b)(2), (c)(3)(A)(ii), and=20 (c)(3)(B)(iii) of the Federal Rules of Civil Procedure.'.

(d) Investment Advisers Act of 1940- Section 214 of the Investment=20 Advisers Act of 1940 (15 U.S.C. 80b-14) is amended by inserting after = the=20 third sentence the following: `In any action or proceeding instituted = by the=20 Commission under this title in a United States district court for any = judicial=20 district, subpoenas issued by or on behalf of such court to compel the = attendance of witnesses or the production of documents or tangible = things (or=20 both) may be served in any other district. Such subpoenas may be = served and=20 enforced without application to the court or a showing of cause,=20 notwithstanding the provisions of rule 45(b)(2), (c)(3)(A)(ii), and=20 (c)(3)(B)(iii) of the Federal Rules of Civil Procedure.'.

SEC. 210. AUTHORITY TO IMPOSE CIVIL PENALTIES IN CEASE AND DESIST=20 PROCEEDINGS.

(a) Under the Securities Act of 1933- Section 8A of the Securities = Act of=20 1933 (15 U.S.C. 77h-1) is amended by adding at the end the following = new=20 subsection:

`(g) Authority To Impose Money Penalties-

`(1) GROUNDS FOR IMPOSING- In any cease-and-desist proceeding = under=20 subsection (a), the Commission may impose a civil penalty on a = person if it=20 finds, on the record after notice and opportunity for hearing, = that--

`(A) such person--

`(i) is violating or has violated any provision of this title, = or=20 any rule or regulation thereunder; or

`(ii) is or was a cause of the violation of any provision of = this=20 title, or any rule or regulation thereunder; = and

`(B) such penalty is in the public interest.

`(2) MAXIMUM AMOUNT OF PENALTY-

`(A) FIRST TIER- The maximum amount of penalty for each act or=20 omission described in paragraph (1) shall be $7,500 for a natural = person=20 or $75,000 for any other person.

`(B) SECOND TIER- Notwithstanding paragraph (A), the maximum = amount of=20 penalty for each such act or omission shall be $75,000 for a = natural=20 person or $375,000 for any other person if the act or omission = described=20 in paragraph (1) involved fraud, deceit, manipulation, or = deliberate or=20 reckless disregard of a regulatory requirement.

`(C) THIRD TIER- Notwithstanding paragraphs (A) and (B), the = maximum=20 amount of penalty for each such act or omission shall be $150,000 = for a=20 natural person or $725,000 for any other person = if--

`(i) the act or omission described in paragraph (1) involved = fraud,=20 deceit, manipulation, or deliberate or reckless disregard of a=20 regulatory requirement; and

`(ii) such act or omission directly or indirectly resulted in=20 substantial losses or created a significant risk of substantial = losses=20 to other persons or resulted in substantial pecuniary gain to = the person=20 who committed the act or omission.

`(3) EVIDENCE CONCERNING ABILITY TO PAY- In any proceeding in = which the=20 Commission may impose a penalty under this section, a respondent may = present=20 evidence of the respondent's ability to pay such penalty. The = Commission=20 may, in its discretion, consider such evidence in determining = whether such=20 penalty is in the public interest. Such evidence may relate to the = extent of=20 such person's ability to continue in business and the collectability = of a=20 penalty, taking into account any other claims of the United States = or third=20 parties upon such person's assets and the amount of such person's=20 assets.'.

(b) Under the Securities Exchange Act of 1934- Subsection (a) of = section=20 21B of the Securities Exchange Act of 1934 (15 U.S.C. 78u-2(a)) is=20 amended--

(1) by striking `(a) Commission Authority To Assess Money = Penalties- In=20 any proceeding' and inserting the following:

`(a) Commission Authority To Assess Money Penalties-

`(1) IN GENERAL- In any proceeding';

(2) by redesignating paragraphs (1) through (4) of such subsection = as=20 subparagraphs (A) through (D), respectively, and moving such = redesignated=20 subparagraphs and the matter following such subparagraphs 2 ems to = the=20 right; and

(3) by adding at the end of such subsection the following new=20 paragraph:

`(2) CEASE-AND-DESIST PROCEEDINGS- In any proceeding instituted = pursuant=20 to section 21C of this title against any person, the Commission may = impose a=20 civil penalty if it finds, on the record after notice and = opportunity for=20 hearing, that such person--

`(A) is violating or has violated any provision of this title, = or any=20 rule or regulation thereunder; or

`(B) is or was a cause of the violation of any provision of this = title, or any rule or regulation thereunder.'.

(c) Under the Investment Company Act of 1940- Paragraph (1) of = section=20 9(d) of the Investment Company Act of 1940 (15 U.S.C. 80a-9(d)(1)) is=20 amended--

(1) by striking `(1) AUTHORITY OF COMMISSION- In any proceeding' = and=20 inserting the following:

`(1) AUTHORITY OF COMMISSION-

`(A) IN GENERAL- In any proceeding';

(2) by redesignating subparagraphs (A) through (C) of such = paragraph as=20 clauses (i) through (iii), respectively, and by moving such = redesignated=20 clauses and the matter following such subparagraphs 2 ems to the = right;=20 and

(3) by adding at the end of such paragraph the following new=20 subparagraph:

`(B) CEASE-AND-DESIST PROCEEDINGS- In any proceeding instituted=20 pursuant to subsection (f) against any person, the Commission may = impose a=20 civil penalty if it finds, on the record after notice and = opportunity for=20 hearing, that such person--

`(i) is violating or has violated any provision of this title, = or=20 any rule or regulation thereunder; or

`(ii) is or was a cause of the violation of any provision of = this=20 title, or any rule or regulation = thereunder.'.

(d) Under the Investment Advisers Act of 1940- Paragraph (1) of = section=20 203(i) of the Investment Advisers Act of 1940 (15 U.S.C. 80b-3(i)(1)) = is=20 amended--

(1) by striking `(1) AUTHORITY OF COMMISSION- In any proceeding' = and=20 inserting the following:

`(1) AUTHORITY OF COMMISSION-

`(A) IN GENERAL- In any proceeding';

(2) by redesignating subparagraphs (A) through (D) of such = paragraph as=20 clauses (i) through (iv), respectively, and moving such redesignated = clauses=20 and the matter following such subparagraphs 2 ems to the right; = and

(3) by adding at the end of such paragraph the following new=20 subparagraph:

`(B) CEASE-AND-DESIST PROCEEDINGS- In any proceeding instituted=20 pursuant to subsection (k) against any person, the Commission may = impose a=20 civil penalty if it finds, on the record after notice and = opportunity for=20 hearing, that such person--

`(i) is violating or has violated any provision of this title, = or=20 any rule or regulation thereunder; or

`(ii) is or was a cause of the violation of any provision of = this=20 title, or any rule or regulation = thereunder.'.

SEC. 211. FORMERLY ASSOCIATED PERSONS.

(a) Member or Employee of the Municipal Securities Rulemaking Board- = Section 15B(c)(8) of the Securities Exchange Act of 1934 (15 U.S.C.=20 78o-4(c)(8)) is amended by striking `any member or employee' and = inserting=20 `any person who is, or at the time of the alleged misconduct was, a = member or=20 employee'.

(b) Person Associated With a Government Securities Broker or Dealer- = Section 15C of the Securities Exchange Act of 1934 (15 U.S.C. 78o-5) = is=20 amended--

(1) in subsection (c)(1)(C), by striking `or seeking to become=20 associated,' and inserting `seeking to become associated, or, at the = time of=20 the alleged misconduct, associated or seeking to become = associated';

(2) in subsection (c)(2)(A), by inserting `, seeking to become=20 associated, or, at the time of the alleged misconduct, associated or = seeking=20 to become associated' after `any person associated'; and

(3) in subsection (c)(2)(B), by inserting `, seeking to become=20 associated, or, at the time of the alleged misconduct, associated or = seeking=20 to become associated' after `any person associated'.

(c) Person Associated With a Member of a National Securities = Exchange or=20 Registered Securities Association- Section 21(a)(1) of the Securities = Exchange=20 Act of 1934 (15 U.S.C. 78u(a)(1)) is amended by inserting `, or, as to = any act=20 or practice, or omission to act, while associated with a member, = formerly=20 associated' after `member or a person associated'.

(d) Participant of a Registered Clearing Agency- Section 21(a)(1) of = the=20 Securities Exchange Act of 1934 (15 U.S.C. 78u(a)(1)) is amended by = inserting=20 `or, as to any act or practice, or omission to act, while a = participant, was a=20 participant,' after `in which such person is a participant,'.

(e) Officer or Director of a Self-regulatory Organization- Section=20 19(h)(4) of the Securities Exchange Act of 1934 (15 U.S.C. 78s(h)(4)) = is=20 amended--

(1) by striking `any officer or director' and inserting `any = person who=20 is, or at the time of the alleged misconduct was, an officer or = director';=20 and

(2) by striking `such officer or director' and inserting `such=20 person'.

(f) Officer or Director of an Investment Company- Section 36(a) of = the=20 Investment Company Act of 1940 (15 U.S.C. 80a-35(a)) is amended--

(1) by striking `a person serving or acting' and inserting `a = person who=20 is, or at the time of the alleged misconduct was, serving or = acting';=20 and

(2) by striking `such person so serves or acts' and inserting = `such=20 person so serves or acts, or at the time of the alleged misconduct, = so=20 served or acted'.

(g) Person Associated With a Public Accounting Firm-

(1) SARBANES-OXLEY ACT OF 2002 AMENDMENT- Section 2(a)(9) of the=20 Sarbanes-Oxley Act of 2002 (15 U.S.C. 7201(9)) is amended by adding = at the=20 end the following new subparagraph:

`(C) INVESTIGATIVE AND ENFORCEMENT AUTHORITY- For purposes of = the=20 provisions of sections 3(c), 101(c), 105, and 107(c) and Board or=20 Commission rules thereunder, except to the extent specifically = excepted by=20 such rules, the terms defined in subparagraph (A) shall include = any person=20 associated, seeking to become associated, or formerly associated = with a=20 public accounting firm, except--

`(i) the authority to conduct an investigation of such person = under=20 section 105(b) shall apply only with respect to any act or = practice, or=20 omission to act, while such person was associated or seeking to = become=20 associated with that firm; and

`(ii) the authority to commence a disciplinary proceeding = under=20 section 105(c)(1), or impose disciplinary sanctions under = section=20 105(c)(4), against such person shall apply only = on--

`(I) the basis of misconduct occurring while such person was = associated or seeking to become associated with that firm;=20 or

`(II) on a violation of section = 105(b).'.

(2) SECURITIES EXCHANGE ACT OF 1934 AMENDMENT- Section 21(a)(1) of = the=20 Securities Exchange Act of 1934 (15 U.S.C. 78u(a)(1)) is amended by = striking=20 `or a person associated with such a firm' and inserting `, a person=20 associated with such a firm, or, as to any act, practice, or = omission to=20 act, while associated with such firm, a person formerly associated = with such=20 a firm'.

(h) Supervisory Personnel of an Audit Firm- Section 105(c)(6) of the = Sarbanes-Oxley Act of 2002 (15 U.S.C. 7215(c)(6)) is amended--

(1) in subparagraph (A), by striking `the supervisory personnel' = and=20 inserting `any person who is, or at the time of the alleged failure=20 reasonably to supervise was, a supervisory person';

(2) in subparagraph (A)(i), by inserting after `failed reasonably = to=20 supervise' the following: `any person who is, or at the time of the = alleged=20 failure, was';

(3) in subparagraph (A)(ii), by striking `associated';

(4) in subparagraph (B)--

(A) by striking `No associated person' and inserting `No current = or=20 former supervisory person'; and

(B) by striking `any other person' and inserting `any current or = former associated person'; and

(5) in subparagraph (B)(i), by striking `associated'.

(i) Member of the Public Company Accounting Oversight Board- Section = 107(d)(3) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7217(d)(3)) is = amended=20 by striking `any member' and inserting `any person who is, or at the = time of=20 the alleged misconduct was, a member'.

SEC. 212. SHARING PRIVILEGED INFORMATION WITH OTHER = AUTHORITIES.

Section 24 of the Securities Exchange Act of 1934 (15 U.S.C. 78x) is = amended--

(1) by redesignating subsections (d) and (e) as subsections (e) = and (f),=20 respectively;

(2) in subsection (e), as redesignated, by striking `as provided = in=20 subsection (e)' and inserting `as provided in subsection (f)'; = and

(3) by inserting after subsection (c) the following new subsection = (d)--

`(d) Sharing Privileged Information With Other Authorities-

`(1) PRIVILEGED INFORMATION PROVIDED BY THE COMMISSION- The = Commission=20 shall not be deemed to have waived any privilege applicable to any=20 information by transferring that information to or permitting that=20 information to be used by--

`(A) any agency (as defined in section 6 of title 18, United = States=20 Code);

`(B) any foreign securities authority;

`(C) any foreign law enforcement authority; or

`(D) any State securities or law enforcement = authority.

`(2) NON-DISCLOSURE OF PRIVILEGED INFORMATION PROVIDED TO THE=20 COMMISSION- Except as provided in subsection (f), the Commission = shall not=20 be compelled to disclose privileged information obtained from any = foreign=20 securities authority, or foreign law enforcement authority, if the = authority=20 has in good faith determined and represented to the Commission that = the=20 information is privileged.

`(3) NON-WAIVER OF PRIVILEGED INFORMATION PROVIDED TO THE = COMMISSION- No=20 Federal agency or State securities or law enforcement authority = shall be=20 deemed to have waived any privilege applicable to any information by = transferring that information to or permitting that information to = be used=20 by the Commission.

`(4) DEFINITIONS- For purposes of this subsection:

`(A) The term `privilege' includes any work-product privilege,=20 attorney-client privilege, governmental privilege, or other = privilege=20 recognized under Federal, foreign, or State law.

`(B) The term `foreign law enforcement authority' means any = foreign=20 authority that is empowered under foreign law to detect, = investigate or=20 prosecute potential violations of law.

`(C) The term `State securities or law enforcement authority' = means=20 the authority of any State or territory that is empowered under = State or=20 territory law to detect, investigate or prosecute potential = violations of=20 law.'.

SEC. 213. EXPANDED ACCESS TO GRAND JURY MATERIAL.

(a) In General- Title VI of the Sarbanes-Oxley Act of 2002 is = amended by=20 adding at the end the following new section:

`SEC. 605. ACCESS TO GRAND JURY INFORMATION.

`(a) Disclosure-

`(1) IN GENERAL- Upon motion of an attorney for the government, a = court=20 may direct disclosure of matters occurring before a grand jury = during an=20 investigation of conduct that may constitute a violation of any = provision of=20 the securities laws to the Commission for use in relation to any = matter=20 within the jurisdiction of the Commission.

`(2) SUBSTANTIAL NEED REQUIRED- A court may issue an order under=20 paragraph (1) only upon a finding of a substantial need in the = public=20 interest.

`(b) Use of Matter- A person to whom a matter has been disclosed = under=20 this section shall not use such matter other than for the purpose for = which=20 such disclosure was authorized.

`(c) Definitions- As used in this section, the terms `attorney for = the=20 government' and `grand jury information' have the meanings given to = those=20 terms in section 3322 of title 18, United States Code.'.

(b) Conforming Amendment- The table of contents in section 1(b) of = the=20 Sarbanes-Oxley Act of 2002 is amended by inserting after the item = relating to=20 section 604 the following:

`Sec. 605. Access to grand jury information.'.

SEC. 214. AIDING AND ABETTING STANDARD OF KNOWLEDGE SATISFIED BY=20 RECKLESSNESS.

Section 20(e) of the Securities Exchange Act of 1934 (15 U.S.C. = 78t(e)) is=20 amended by inserting `or recklessly' after `knowingly'.

SEC. 215. EXTRATERRITORIAL JURISDICTION OF THE ANTIFRAUD PROVISIONS = OF THE=20 FEDERAL SECURITIES LAWS.

(a) Under the Securities Act of 1933- Section 22 of the Securities = Act of=20 1933 (15 U.S.C. 77v(a)) is amended by adding at the end the following = new=20 subsection:

`(c) Extraterritorial Jurisdiction- The jurisdiction of the district = courts of the United States and the United States courts of any = Territory=20 described under subsection (a) includes violations of section 17(a), = and all=20 suits in equity and actions at law under that section, = involving--

`(1) conduct within the United States that constitutes significant = steps=20 in furtherance of the violation, even if the securities transaction = occurs=20 outside the United States and involves only foreign investors; = or

`(2) conduct occurring outside the United States that has a = foreseeable=20 substantial effect within the United States.'.

(b) Under the Securities Exchange Act of 1934- Section 27 of the=20 Securities Exchange Act of 1934 (15 U.S.C. 78aa) is amended--

(1) by striking `The district' and inserting the = following:

`(a) In General- The district'; and

(2) by inserting at the end the following new = subsection:

`(b) Extraterritorial Jurisdiction- The jurisdiction of the district = courts of the United States and the United States courts of any = Territory or=20 other place subject to the jurisdiction of the United States described = under=20 subsection (a) includes violations of the antifraud provisions of this = title,=20 and all suits in equity and actions at law under those provisions,=20 involving--

`(2) conduct occurring outside the United States that has a = foreseeable=20 substantial effect within the United States.'.

(c) Under the Investment Advisers Act of 1940- Section 214 of the=20 Investment Advisers Act of 1940 (15 U.S.C. 80b-14) is amended--

(1) by striking `The district' and inserting the = following:

`(a) In General- The district'; and

(2) by inserting at the end the following new = subsection:

`(b) Extraterritorial Jurisdiction- The jurisdiction of the district = courts of the United States and the United States courts of any = Territory or=20 other place subject to the jurisdiction of the United States described = under=20 subsection (a) includes violations of section 206, and all suits in = equity and=20 actions at law under that section, involving--

`(2) conduct occurring outside the United States that has a = foreseeable=20 substantial effect within the United States.'.

SEC. 216. FIDELITY BONDING.

Section 17(g) of the Investment Company Act of 1940 (15 U.S.C. = 80a-17(g))=20 is amended to read as follows:

`(g) Fidelity Bonding-

`(1) IN GENERAL- The Commission is authorized to require that a=20 registered management investment company provide and maintain a bond = against=20 loss caused by any fraudulent act or theft committed by any officer = or=20 employee of the company, either alone or in collusion with others, = in such=20 form and amount as the Commission may prescribe by rule, regulation, = or=20 order for the protection of investors.

`(2) DEFINITIONS- For purposes of this subsection, the term = `officer or=20 employee' shall include the officers and employees of the depositor, = trustee, investment adviser, or any other manager of the registered=20 investment company, and any affiliated person of any such = person.'.

SEC. 217. ENHANCED SEC AUTHORITY TO CONDUCT SURVEILLANCE AND RISK=20 ASSESSMENT.

(a) Securities Exchange Act of 1934 Amendments- Section 17(b) of the = Securities Exchange Act of 1934 (15 U.S.C. 78q(b)) is amended by = adding at the=20 end the following new paragraph:

`(5) SURVEILLANCE AND RISK ASSESSMENT- All persons described in=20 subsection (a) of this section are subject at any time, or from time = to=20 time, to such reasonable periodic, special, or other information and = document requests by representatives of the Commission as the = Commission by=20 rule or order deems necessary or appropriate to conduct surveillance = or risk=20 assessments of the securities markets, persons registered with the=20 Commission under this title, or otherwise in furtherance of the = purposes of=20 this title.'.

(b) Investment Company Act of 1940 Amendments- Section 31(b) of the=20 Investment Company Act of 1940 (15 U.S.C. 80a-30(b)) is amended by = adding at=20 the end the following new paragraph:

`(4) SURVEILLANCE AND RISK ASSESSMENT- All persons described in=20 paragraph (1) are subject at any time, or from time to time, to such = reasonable periodic, special, or other information and document = requests by=20 representatives of the Commission as the Commission by rule or order = deems=20 necessary or appropriate to conduct surveillance or risk assessments = of the=20 securities markets, persons registered with the Commission under = this title,=20 or otherwise in furtherance of the purposes of this = title.'.

(c) Investment Advisers Act of 1940 Amendments- Section 204 of the=20 Investment Advisers Act of 1940 (15 U.S.C. 80b-4) is amended by adding = at the=20 end the following new subsection:

`(d) Surveillance and Risk Assessment- All persons described in = subsection=20 (a) are subject at any time, or from time to time, to such reasonable=20 periodic, special, or other information and document requests by=20 representatives of the Commission as the Commission by rule or order = deems=20 necessary or appropriate to conduct surveillance or risk assessments = of the=20 securities markets, persons registered with the Commission under this = title,=20 or otherwise in furtherance of the purposes of this title.'.

SEC. 218. INVESTMENT COMPANY EXAMINATIONS.

Section 31(b)(1) of the Investment Company Act of 1940 (15 U.S.C. = 80a-30)=20 is amended to read as follows:

`(1) IN GENERAL- All records of each registered investment = company, and=20 each underwriter, broker, dealer, or investment adviser that is a=20 majority-owned subsidiary of such a company, shall be subject at any = time,=20 or from time to time, to such reasonable periodic, special, or other = examinations by representatives of the Commission as the Commission = deems=20 necessary or appropriate in the public interest or for the = protection of=20 investors.'.

SEC. 219. CONTROL PERSON LIABILITY UNDER THE SECURITIES EXCHANGE = ACT.

Section 20(a) of the Securities Exchange Act of 1934 (15 U.S.C. = 78t(a)) is=20 amended by inserting after `controlled person is liable' the = following:=20 `including to the Commission in any action brought under paragraph (1) = or (3)=20 of section 21(d),'.

SEC. 220. ENHANCED APPLICATION OF ANTI-FRAUD PROVISIONS.

The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) is=20 amended--

(1) in section 9--

(A) by striking `registered on a national securities exchange' = each=20 place it appears and inserting `other than a government=20 security';

(B) in subsection (b), by striking `by use of any facility of a=20 national securities exchange,'; and

(2) in section 10(a)(1), by striking `registered on a national=20 securities exchange' each place it appears and inserting `other than = a=20 government security'; and

(3) in section 15(c)(1)(A), by striking `otherwise than on a = national=20 securities exchange of which it is a member'.

TITLE III--COMMISSION FUNDING AND ORGANIZATION

SEC. 301. AUTHORIZATION OF APPROPRIATIONS.

Section 35 of the Securities Exchange Act of 1934 (15 U.S.C. 78kk) = is=20 amended to read as follows:

`SEC. 35. AUTHORIZATION OF APPROPRIATIONS.

`In addition to any other funds authorized to be appropriated to the = Commission, there are authorized to be appropriated to carry out the=20 functions, powers, and duties of the Commission--

`(1) for fiscal year 2010, $1,115,000,000;

`(2) for fiscal year 2011, $1,300,000,000;

`(3) for fiscal year 2012, $1,500,000,000;

`(4) for fiscal year 2013, $1,750,000,000;

`(5) for fiscal year 2014, $2,000,000,000; and

`(6) for fiscal year 2015, $2,250,000,000.'.

SEC. 302. INVESTMENT ADVISER REGULATION FUNDING.

Section 203 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-3) = is=20 amended by adding at the end the following new subsection:

`(l) Annual Assessment-

`(1) IN GENERAL- The Commission shall, in accordance with this=20 subsection, collect from investment advisers required to register = with the=20 Commission under this title, fees designed to help recover the cost = of=20 inspections and examinations of registered investment advisers = conducted by=20 the Commission pursuant to this title.

`(2) FEE PAYMENT REQUIRED- An investment adviser shall, at the = time of=20 registration with the Commission, and each fiscal year thereafter = during=20 which such adviser is so registered, pay to the Commission a fair = and=20 reasonable fee determined by the Commission. In determining such = fee, the=20 Commission shall consider--

`(A) the investment adviser's size;

`(B) the risk profile of the investment adviser;

`(C) the types of clients of the investment adviser; = and

`(D) such other relevant factors as the Commission determines to = be=20 appropriate.

`(3) AMOUNT AND USE OF FEES-

`(A) MINIMUM AGGREGATE AMOUNT- The aggregate amount of fees = determined=20 by the Commission under this subsection for any fiscal year shall = be=20 greater than the amount the Commission spent on inspections and=20 examinations of registered investment advisers during the 2009 = fiscal=20 year.

`(B) EXCESS FEES- The Commission may retain any excess fees = collected=20 under this subsection during a fiscal year for application towards = the=20 costs of inspections and examinations of investment advisers in = future=20 fiscal years.

`(4) REVIEW AND ADJUSTMENT OF FEES- The Commission may review fee = rates=20 established pursuant to this section before the end of any fiscal = year and=20 make any appropriate adjustments prior to collecting any such fee in = the=20 following fiscal year.

`(5) PENALTY FEE- The Commission shall prescribe by rule or = regulation=20 an additional fee to be assessed as a penalty for late payment of = fees=20 required by this subsection.

`(6) JUDICIAL REVIEW- Increases or decreases in fees made pursuant = to=20 this section shall not be subject to judicial review.'.

SEC. 303. AMENDMENTS TO SECTION 31 OF THE SECURITIES EXCHANGE ACT OF = 1934.

Section 31 of the Securities Exchange Act of 1934 (15 U.S.C. 78ee) = is=20 amended--

(1) in subsection (e)(2), by striking `September 30' and inserting = `September 25';

(2) in subsection (g), by striking `April 30' and inserting = `August 31';=20 and

(3) in subsection (j)--

(A) by striking `5 months' and inserting `4 months'; = and

(B) by striking `(including fees collected during such 5-month = period=20 and assessments collected under subsection (d) of this section)' = and=20 inserting `(including fees estimated to be collected under = subsections (b)=20 and (c) prior to the effective date of the uniform adjusted rate = and=20 assessments estimated to be collected under subsection = (d))'.

SEC. 304. COMMISSION ORGANIZATIONAL STUDY AND REFORM.

(a) Study Required-

(1) IN GENERAL- Not later than the end of the 60-day period = beginning on=20 the date of the enactment of this Act, the Securities and Exchange=20 Commission (hereinafter in this section referred to as the `SEC') = shall hire=20 an independent consultant of high caliber and with expertise in=20 organizational restructuring to examine the internal operations, = structure,=20 funding, and need for comprehensive reform of the SEC, = self-regulatory=20 organizations, and other entities relevant to the regulation of = securities=20 and the protection of securities investors.

(2) SPECIFIC AREAS FOR STUDY- The study required under paragraph = (1)=20 shall, at a minimum, include the study of--

(A) the possible elimination of unnecessary or redundant units = at the=20 SEC;

(B) improving communications between SEC offices and=20 divisions;

(C) the need to put in place a clear chain of command structure, = particularly for enforcement examinations and compliance=20 inspections;

(D) the SEC's hiring policies and personal practices,=20 including--

(i) whether there is a need to further streamline hiring = authorities=20 for those who are not lawyers, accountants, compliance = examiners, or=20 economists;

(ii) whether there is a need for further pay = reforms;

(iii) the experiential mix of SEC employees and whether such = mix=20 efficiently and effectively permits the SEC to protect = investors;=20 and

(iv) the application of civil service laws by the SEC;=20 and

(E) the present self-regulatory organizational structure and a=20 determination of whether the present reliance on self-regulatory=20 organizations promotes efficient and effective governance for the=20 securities markets.

(b) Consultant Report- Not later than the end of the 180-day period=20 beginning on the date of the enactment of this Act, the independent = consultant=20 hired pursuant to subsection (a)(1) shall issue a report to the SEC = and the=20 Congress containing--

(1) a detailed description of any findings and conclusions made = while=20 carrying out the study required under subsection (a)(1);

(2) recommendations for legislative, regulatory, or administrative = action that the consultant determines appropriate to enable the SEC = and=20 other entities on which it reports to perform their statutorily or = otherwise=20 mandated missions.

(c) SEC Report- Not later than the end of the 6-month period = beginning on=20 the date the consultant issues the report under subsection (b), and = every=20 6-months thereafter during the 2-year period following the date on = which the=20 consultant issues such report, the SEC shall issue a report to the = Committee=20 on Financial Services of the House of Representatives and the = Committee on=20 Banking, Housing, and Urban Affairs of the Senate describing the SEC's = implementation of the regulatory and administrative recommendations = contained=20 in the consultant's report.

TITLE IV--ADDITIONAL COMMISSION REFORMS

SEC. 401. REGULATION OF SECURITIES LENDING.

Section 10 of the Securities Exchange Act of 1934 (15 U.S.C. 78j) is = amended by adding at the end the following new subsection:

`(c) To effect or accept a transaction involving the loan or = borrowing of=20 securities in contravention of such rules and regulations as the = Commission=20 may prescribe as necessary or appropriate in the public interest or = for the=20 protection of investors.'.

SEC. 402. LOST AND STOLEN SECURITIES.

Section 17(f)(1) of the Securities Exchange Act of 1934 (15 U.S.C.=20 78q(f)(1)) is amended--

(1) in subparagraph (A), by striking `missing, lost, counterfeit, = or=20 stolen securities' and inserting `securities that are missing, lost, = counterfeit, stolen, cancelled, or any other category of securities = as the=20 Commission, by rule, may prescribe'; and

(2) in subparagraph (B), by striking `or stolen' and inserting = `stolen,=20 cancelled, or reported in such other manner as the Commission, by = rule, may=20 prescribe'.

SEC. 403. FINGERPRINTING.

Section 17(f)(2) of the Securities Exchange Act of 1934 (15 U.S.C.=20 78q(f)(2)) is amended--

(1) by striking `and registered clearing agency,' and inserting=20 `registered clearing agency, registered securities information = processor,=20 national securities exchange, and national securities association';=20 and

(2) by striking `or clearing agency,' and inserting `clearing = agency,=20 securities information processor, national securities exchange, or = national=20 securities association,'.

SEC. 404. EQUAL TREATMENT OF SELF-REGULATORY ORGANIZATION = RULES.

Section 29(a) of the Securities Exchange Act of 1934 (15 U.S.C. = 78cc(a))=20 is amended by striking `an exchange required thereby' and inserting `a = self-regulatory organization,'.

SEC. 405. CLARIFICATION THAT SECTION 205 OF THE INVESTMENT ADVISERS = ACT OF=20 1940 DOES NOT APPLY TO STATE-REGISTERED ADVISERS.

Section 205(a) of the Investment Advisers Act of 1940 (15 U.S.C. = 80b-5(a))=20 is amended--

(1) by striking `, unless exempt from registration pursuant to = section=20 203(b),' and inserting `registered or required to be registered with = the=20 Commission';

(2) by striking `make use of the mails or any means or = instrumentality=20 of interstate commerce, directly or indirectly, to'; and

(3) by striking `to' after `in any way'.

SEC. 406. CONFORMING AMENDMENTS FOR THE REPEAL OF THE PUBLIC UTILITY = HOLDING=20 COMPANY ACT OF 1935.

(a) Securities Exchange Act of 1934- The Securities Exchange Act of = 1934=20 (15 U.S.C. 78 et seq.) is amended--

(1) in section 3(a)(47) (15 U.S.C. 78c(a)(47)), by striking `the = Public=20 Utility Holding Company Act of 1935 (15 U.S.C. 79a et seq.),'; = and

(2) in section 12(k) (15 U.S.C. 78l(k)), by amending paragraph (7) = to=20 read as follows:

`(7) DEFINITION- For purposes of this subsection, the term = `emergency'=20 means--

`(A) a major market disturbance characterized by or=20 constituting--

`(i) sudden and excessive fluctuations of securities prices=20 generally, or a substantial threat thereof, that threaten fair = and=20 orderly markets; or

`(ii) a substantial disruption of the safe or efficient = operation of=20 the national system for clearance and settlement of transactions = in=20 securities, or a substantial threat thereof; = or

`(B) a major disturbance that substantially disrupts, or = threatens to=20 substantially disrupt--

`(i) the functioning of securities markets, investment = companies, or=20 any other significant portion or segment of the securities = markets;=20 or

`(ii) the transmission or processing of securities=20 transactions.'.

(3) in section 21(h)(2) (15 U.S.C. 78u(h)(2)), by striking = `section=20 18(c) of the Public Utility Holding Company Act of 1935,'.

(b) Trust Indenture Act of 1939- The Trust Indenture Act of 1939 (15 = U.S.C. 77aaa et seq.) is amended--

(1) in section 303 (15 U.S.C. 77ccc), by amending paragraph (17) = to read=20 as follows:

`(17) The terms `Securities Act of 1933' and `Securities Exchange = Act of=20 1934' shall be deemed to refer, respectively, to such Acts, as = amended,=20 whether amended prior to or after the enactment of this = title.';

(2) in section 308 (15 U.S.C. 77hhh), by striking `Securities Act = of=20 1933, the Securities Exchange Act of 1934, or the Public Utility = Holding=20 Company Act of 1935' each place it appears and inserting `Securities = Act of=20 1933 or the Securities Exchange Act of 1934';

(3) in section 310 (15 U.S.C. 77jjj), by striking subsection (c)=20 (including the preceding heading);

(4) in section 311 (15 U.S.C. 77kkk) by striking subsection = (c);

(5) in section 323(b) (15 U.S.C. 77www(b)), by striking = `Securities Act=20 of 1933, or the Securities Exchange Act of 1934, or the Public = Utility=20 Holding Company Act of 1935' and inserting `Securities Act of 1933 = or the=20 Securities Exchange Act of 1934'; and

(6) in section 326 (15 U.S.C. 77zzz), by striking `Securities Act = of=20 1933, or the Securities Exchange Act of 1934, or the Public Utility = Holding=20 Company Act of 1935,' and inserting `Securities Act of 1933 or the=20 Securities Exchange Act of 1934'.

(1) in section 2(a)(44) (15 U.S.C. 80a-2(a)(44)), by striking = `Public=20 Utility Holding Company Act of 1935',';

(2) in section 3(c) (15 U.S.C. 80a-3(c)), by amending paragraph = (8) to=20 read as follows:

`(8) [Repealed]';

(3) in section 38(b) (15 U.S.C. 80a-37(b)), by striking `the = Public=20 Utility Holding Company Act of 1935,'; and

(4) in section 50 (15 U.S.C. 80a-49), by striking `the Public = Utility=20 Holding Company Act of 1935,'.

(d) Investment Advisers Act of 1940- Section 202(a)(21) of the = Investment=20 Advisers Act of 1940 (15 U.S.C. 80b-2(a)(21)) is amended by striking = `Public=20 Utility Holding Company Act of 1935','.

SEC. 407. PROMOTING TRANSPARENCY IN FINANCIAL REPORTING.

(a) Findings- Congress finds the following:

(1) Transparent and clear financial reporting is integral to the=20 continued growth and strength of our capital markets and the = confidence of=20 investors.

(2) The increasing detail and volume of accounting, auditing, and=20 reporting guidance pose a major challenge.

(3) The complexity of accounting and auditing standards in the = United=20 States has added to the costs and effort involved in financial=20 reporting.

(b) Testimony Required on Reducing Complexity in Financial = Reporting- The=20 Securities and Exchange Commission, the Financial Accounting Standards = Board,=20 and the Public Company Accounting Oversight Board shall annually = provide oral=20 testimony by their respective Chairpersons or a designee of the = Chairperson,=20 beginning in 2010, and for 5 years thereafter, to the Committee on = Financial=20 Services of the House of Representatives on their efforts to reduce = the=20 complexity in financial reporting to provide more accurate and clear = financial=20 information to investors, including--

(1) reassessing complex and outdated accounting = standards;

(2) improving the understandability, consistency, and overall = usability=20 of the existing accounting and auditing literature;

(3) developing principles-based accounting standards;

(4) encouraging the use and acceptance of interactive data; = and

(5) promoting disclosures in `plain English'.

SEC. 408. UNLAWFUL MARGIN LENDING.

Section 7(c)(1)(A) of the Securities Exchange Act of 1934 (15 U.S.C. = 78g(c)(1)(A)) is amended by striking `; and' and inserting `; = or'.

SEC. 409. PROTECTING CONFIDENTIALITY OF MATERIALS SUBMITTED TO THE=20 COMMISSION.

(a) Securities Exchange Act of 1934- Section 17(j) of the Securities = Exchange Act of 1934 (15 U.S.C. 78q(j)) is amended to read as = follows:

`(j) Authority To Limit Disclosure of Information-

`(1) IN GENERAL- Notwithstanding any other provision of law, the=20 Commission shall not be compelled to disclose any information, = documents,=20 records, or reports that relate to an examination of a person = subject to or=20 described in this section, including subsection (i)(5)(A), or the = financial=20 or operational condition of such persons, or any information = supplied to the=20 Commission by any domestic or foreign regulatory agency that relates = to the=20 financial or operational condition of such persons, of any = associated person=20 of such persons, or any affiliate of an investment bank holding=20 company.

`(2) CERTAIN EXCEPTIONS- Nothing in this subsection shall = authorize the=20 Commission to withhold information from the Congress, prevent the = Commission=20 from complying with a request for information from any other Federal = department or agency or any self-regulatory organization requesting = the=20 information for purposes within the scope of its jurisdiction, or = prevent=20 the Commission from complying with an order of a court of the United = States=20 in an action brought by the United States or the Commission against = a person=20 subject to or described in this section to produce information, = documents,=20 records, or reports relating directly to the examination of that = person or=20 the financial or operational condition of that person or an = associated or=20 affiliated person of that person.

`(3) TREATMENT UNDER SECTION 552 OF TITLE 5, UNITED STATES CODE- = For=20 purposes of section 552 of title 5, United States Code, this = subsection=20 shall be considered a statute described in subsection (b)(3)(B) of = that=20 section.

`(4) CERTAIN INFORMATION TO BE CONFIDENTIAL- In prescribing = regulations=20 to carry out the requirements of this subsection, the Commission = shall=20 designate information described in or obtained pursuant to = subparagraphs=20 (A), (B), and (C) of subsection (i)(3) as confidential information = for=20 purposes of section 24(b)(2) of this title.'.

(b) Investment Company Act of 1940- Section 31(b) of the Investment=20 Company Act of 1940 (15 U.S.C. 80a-30(b)) is amended by adding at the = end the=20 following new paragraph:

`(4) CONFIDENTIALITY-

`(A) IN GENERAL- Notwithstanding any other provision of law, the = Commission shall not be compelled to disclose any information, = documents,=20 records, or reports that relate to an examination of a person = subject to=20 or described in this section.

`(B) CERTAIN EXCEPTIONS- Nothing in this subsection shall = authorize=20 the Commission to withhold information from the Congress, prevent = the=20 Commission from complying with a request for information from any = other=20 Federal department or agency requesting the information for = purposes=20 within the scope of its jurisdiction, or prevent the Commission = from=20 complying with an order of a court of the United States in an = action=20 brought by the United States or the Commission against a person = subject to=20 or described in this section to produce information, documents, = records,=20 or reports relating directly to the examination of that person or = the=20 financial or operational condition of that person or an associated = or=20 affiliated person of that person.

`(C) TREATMENT UNDER SECTION 552 OF TITLE 5, UNITED STATES CODE- = For=20 purposes of section 552 of title 5, United States Code, this = subsection=20 shall be considered a statute described in subsection (b)(3)(B) of = that=20 section.'.

(c) Investment Advisers Act of 1940- Section 204 of the Investment=20 Advisers Act of 1940 (15 U.S.C. 80b-4) is amended by adding at the end = the=20 following new subsection:

`(d) Confidentiality-

`(2) CERTAIN EXCEPTIONS- Nothing in this subsection shall = authorize the=20 Commission to withhold information from Congress, prevent the = Commission=20 from complying with a request for information from any other Federal = department or agency requesting the information for purposes within = the=20 scope of its jurisdiction, or prevent the Commission from complying = with an=20 order of a court of the United States in an action brought by the = United=20 States or the Commission against a person subject to or described in = this=20 section to produce information, documents, records, or reports = relating=20 directly to the examination of that person or the financial or = operational=20 condition of that person or an associated or affiliated person of = that=20 person.

SEC. 410. TECHNICAL CORRECTIONS.

(a) Securities Act of 1933- The Securities Act of 1933 (15 U.S.C. = 77a et=20 seq.) is amended--

(1) in section 3(a)(4) (15 U.S.C. 77c(a)(4)), by striking = `individual;'=20 and inserting `individual,';

(2) in section 18(b)(1)(C) (15 U.S.C. 77r(b)(1)(C)), by striking = `is a=20 security' and inserting `a security';

(3) in section 18(c)(2)(B)(i) (15 U.S.C. 77r(c)(2)(B)(i)), by = striking=20 `State, or' and inserting `State or';

(4) in section 19(d)(6)(A) (15 U.S.C. 77s(d)(6)(A)), by striking = `in=20 paragraph (1) of (3)' and inserting `in paragraph (1) or (3)'; = and

(5) in section 27A(c)(1)(B)(ii) (15 U.S.C. 77z-2(c)(1)(B)(ii)), by = striking `business entity;' and inserting `business = entity,'.

(b) Securities Exchange Act of 1934- The Securities Exchange Act of = 1934=20 (15 U.S.C. 78 et seq.) is amended--

(1) in section 2(1)(a) (15 U.S.C. 78b(1)(a)), by striking = `affected' and=20 inserting `effected';

(2) in section 3(a)(55)(A) (15 U.S.C. 78c(a)(55)(A)), by striking=20 `section 3(a)(12) of the Securities Exchange Act of 1934' and = inserting=20 `section 3(a)(12) of this Act';

(3) in section 3(g) (15 U.S.C. 78c(g)), by striking `company, = account=20 person, or entity' and inserting `company, account, person, or=20 entity';

(4) in section 10A(i)(1)(B)(i) (15 U.S.C. 78j-1(i)(1)(B)(i)), by=20 striking `nonaudit' and inserting `non-audit';

(5) in section 13(b)(1) (15 U.S.C. 78m(b)(1)), by striking = `earning=20 statement' and inserting `earnings statement';

(6) in section 15(b)(1) (15 U.S.C. 78o(b)(1))--

(A) by striking the sentence beginning `The order granting' and = ending=20 `from such membership.' in subparagraph (B); and

(B) by inserting such sentence in the matter following such=20 subparagraph after `are satisfied.';

(7) in section 15 (15 U.S.C. 78o), by redesignating subsection = (i), as=20 added by section 303(f) of the Commodity Futures Modernization Act = of 2000=20 (114 Stat. 2763A-455), as subsection (j);

(8) in section 15C(a)(2) (15 U.S.C. 78o-5(a)(2))--

(A) by redesignating clauses (i) and (ii) as subparagraphs (A) = and=20 (B), respectively;

(B) by striking the sentence beginning `The order granting' and = ending=20 `from such membership.' in such subparagraph (B), as redesignated; = and

(9) in section 16(a)(2)(C) (15 U.S.C. 78p(a)(2)(C)), by striking=20 `section 206(b)' and inserting `section 206B';

(10) in section 17(b)(1)(B) (15 U.S.C. 78q(b)(1)(B)), by striking=20 `15A(k) gives' and inserting `15A(k), give'; and

(11) in section 21C(c)(2) (15 U.S.C. 78u-3(c)(2)), by striking=20 `paragraph (1) subsection' and inserting `Paragraph (1)'.

(1) in section 304(b) (15 U.S.C. 77ddd(b)), by striking `section 2 = of=20 such Act' and inserting `section 2(a) of such Act';

(2) in section 313(a)(4) (15 U.S.C. 77mmm(a)(4)) by striking = `subsection=20 311' and inserting `section 311(b)'; and

(3) in section 317(a)(1) (15 U.S.C. 77qqq(a)(1)), by striking = `(1),' and=20 inserting `(1)'.

(d) Investment Company Act of 1940- The Investment Company Act of = 1940 (15=20 U.S.C. 80a-1 et seq.) is amended--

(1) in section 2(a)(19) (15 U.S.C. 80a-2(a)(19)) by striking = `clause=20 (vi)' both places it appears in the last two sentences and inserting = `clause=20 (vii)';

(2) in section 9(b)(4)(B) (15 U.S.C. 80a-9(b)(4)(B)), by inserting = `or'=20 after the semicolon at the end;

(3) in section 12(d)(1)(J) (15 U.S.C. 80a-12(d)(1)(J)), by = striking `any=20 provision of this subsection' and inserting `any provision of this=20 paragraph';

(4) in section 13(a)(3) (15 U.S.C. 80a-13(a)(3)), by inserting = `or'=20 after the semicolon at the end;

(5) in section 17(f)(4) (15 U.S.C. 80a-17(f)(4)), by striking `No = such=20 member' and inserting `No member of a national securities = exchange';

(6) in section 17(f)(6) (15 U.S.C. 80a-17(f)(6)), by striking = `company=20 may serve' and inserting `company, may serve'; and

(7) in section 61(a)(3)(B)(iii) (15 U.S.C. = 80a-60(a)(3)(B)(iii))--

(A) by striking `paragraph (1) of section 205' and inserting = `section=20 205(a)(1)'; and

(B) by striking `clause (A) or (B) of that section' and = inserting=20 `section 205(b)(1) or (2)'.

(e) Investment Advisers Act of 1940- The Investment Advisers Act of = 1940=20 (15 U.S.C. 80b-1 et seq.) is amended--

(1) in each of the following sections, by striking `principal = business=20 office' or `principal place of business' (whichever and wherever it = appears)=20 and inserting `principal office and place of business': sections=20 203(c)(1)(A), 203(k)(4)(B), 213(a), 222(b), and 222(c) (15 U.S.C.=20 80b-3(c)(1)(A), 80b-3(k)(4)(B), 80b-13(a), 80b-18a(b), and = 80b-18a(c));=20 and

(2) in section 206(3) (15 U.S.C. 80b-6(3)), by inserting `or' = after the=20 semicolon at the end.

SEC. 411. MUNICIPAL SECURITIES.

Section 15B(b) of the Securities Exchange Act of 1934 (15 U.S.C. = 78o-4(b))=20 is amended--

(1) by amending paragraph (1) to read as follows:

`(1) COMPOSITION OF THE MUNICIPAL SECURITIES RULEMAKING BOARD- Not = later=20 than the end of the 120-day period beginning on the date of the = enactment of=20 this paragraph, the Municipal Securities Rulemaking Board = (hereinafter in=20 this section referred to as the `Board'), shall be composed of = members which=20 shall perform the duties set forth in this section and shall consist = of--

`(A) a majority of public representatives, at least one of whom = shall=20 be representative of investors in municipal securities and at = least one of=20 whom shall be representative of issuers of municipal securities = (which=20 members are hereinafter referred to as `public = representatives');

`(B) at least one individual who is representative of municipal=20 securities brokers and municipal securities dealers which are not = banks or=20 subsidiaries or departments or divisions of banks (which members = are=20 hereinafter referred to as `broker-dealer representatives'); = and

`(C) at least one individual who is representative of municipal=20 securities dealers which are banks or subsidiaries or departments = or=20 divisions of banks (which members are hereinafter referred to as = `bank=20 representatives')'; and

(2) by amending paragraph (2)(B) to read as follows:

`(B) Establish fair procedures for the nomination and election = of=20 members of the Board and assure fair representation in such = nominations=20 and elections. Such rules--

`(i) shall establish requirements regarding the independence = of=20 public representatives;

`(ii) shall provide that the number of public representatives = of the=20 Board shall at all times exceed the total number of = broker-dealer=20 representatives and bank representatives;

`(iii) shall specify the term members shall serve; = and

`(iv) may increase or decrease the number of members which = shall=20 constitute the whole Board, but in no case may such number be an = even=20 number.'.

SEC. 412. INTERESTED PERSON DEFINITION.

Section 2(a)(19)(A) of the Investment Company Act of 1940 (15 U.S.C. = 80a-2(a)(19)(A)) is amended--

(1) by striking clauses (v) and (vi);

(2) by inserting after clause (iv) the following new = clause:

`(v) any natural person who is a member of a class of persons = who=20 the Commission, by rule or regulation, determines are unlikely = to=20 exercise an appropriate degree of independence as a result=20 of--

`(I) a material business or professional relationship with = such=20 company or any affiliated person of such company; = or

`(II) a close familial relationship with any natural person = who is=20 an affiliated person of such = company;';

(3) by redesignating clause (vii) as clause (vi); and

(4) in clause (vi), as redesignated, by striking `two completed = fiscal=20 years' and inserting `five completed fiscal years'.

SEC. 413. RULEMAKING AUTHORITY TO PROTECT REDEEMING INVESTORS.

Section 22(e) of the Investment Company Act of 1940 (15 U.S.C. = 80a-22(e))=20 is amended by adding at the end the following: `The Commission may, by = rules=20 and regulations, limit the extent to which a registered open-end = investment=20 company may own, hold, or invest in illiquid securities or other = illiquid=20 property.'.

TITLE V--SECURITIES INVESTOR PROTECTION ACT = AMENDMENTS

SEC. 501. INCREASING THE MINIMUM ASSESSMENT PAID BY SIPC = MEMBERS.

Section 4(d)(1)(C) of the Securities Investor Protection Act of 1970 = (15=20 U.S.C. 78ddd(d)(1)(C)) is amended by striking `$150 per annum' and = inserting=20 the following: `0.02 percent of the gross revenues of such member of = SIPC'.

SEC. 502. INCREASING THE BORROWING LIMIT ON TREASURY LOANS.

Section 4(h) of the Securities Investor Protection Act of 1970 (15 = U.S.C.=20 78ddd(h)) is amended by striking `of not to exceed $1,000,000,000' and = inserting `not to exceed $2,500,000,000'.

SEC. 503. INCREASING THE CASH LIMIT OF PROTECTION.

Section 9 of the Securities Investor Protection Act of 1970 (15 = U.S.C.=20 78fff-3) is amended--

(1) in subsection (a)(1), by striking `$100,000 for each such = customer'=20 and inserting `the standard maximum cash advance amount for each = such=20 customer, as determined in accordance with subsection (d)'; = and

(2) by adding the following new subsections:

`(d) Standard Maximum Cash Advance Amount Defined- For purposes of = this=20 section, the term `standard maximum cash advance amount' means = $250,000, as=20 such amount may be adjusted after March 31, 2010, as provided under = subsection=20 (e).

`(e) Inflation Adjustment-

`(1) IN GENERAL- No later than April 1, 2010, and every 5 years=20 thereafter, and subject to the approval of the Commission as = provided under=20 section 3(e)(2), the Board of Directors of SIPC shall determine = whether an=20 inflation adjustment to the standard maximum cash advance amount is=20 appropriate. If the Board of Directors of SIPC determines such an = adjustment=20 is appropriate, then the standard maximum cash advance amount shall = be an=20 amount equal to--

`(A) $250,000 multiplied by,

`(B) the ratio of the annual value of the Personal Consumption=20 Expenditures Chain-Type Price Index (or any successor index = thereto),=20 published by the Department of Commerce, for the calendar year = preceding=20 the year in which such determination is made, to the published = annual=20 value of such index for the calendar year preceding the year in = which this=20 subsection was enacted.

The index values used in calculations under this paragraph shall = be, as=20 of the date of the calculation, the values most recently published = by the=20 Department of Commerce.

`(2) ROUNDING- If the standard maximum cash advance amount = determined=20 under paragraph (1) for any period is not a multiple of $10,000, the = amount=20 so determined shall be rounded down to the nearest = $10,000.

`(3) PUBLICATION AND REPORT TO THE CONGRESS- Not later than April = 5 of=20 any calendar year in which a determination is required to be made = under=20 paragraph (1)--

`(A) the Commission shall publish in the Federal Register the = standard=20 maximum cash advance amount; and

`(B) the Board of Directors of SIPC shall submit a report to the = Congress containing stating the standard maximum cash advance=20 amount.

`(4) IMPLEMENTATION PERIOD- Any adjustment to the standard maximum = cash=20 advance amount shall take effect on January 1 of the year = immediately=20 succeeding the calendar year in which such adjustment is = made.

`(5) INFLATION ADJUSTMENT CONSIDERATIONS- In making any = determination=20 under paragraph (1) to increase the standard maximum cash advance = amount,=20 the Board of Directors of SIPC shall consider--

`(A) the overall state of the fund and the economic conditions=20 affecting members of SIPC;

`(B) the potential problems affecting members of SIPC; = and

`(C) such other factors as the Board of Directors of SIPC may=20 determine appropriate.'.

SEC. 504. SIPC AS TRUSTEE IN SIPA LIQUIDATION PROCEEDINGS.

Section 5(b)(3) of the Securities Investor Protection Act of 1970 = (15=20 U.S.C. 78eee(b)(3)) is amended--

(1) by striking `SIPC has determined that the liabilities of the = debtor=20 to unsecured general creditors and to subordinated lenders appear to = aggregate less than $750,000 and that'; and

(2) by striking `five hundred' and inserting `five = thousand'.

SEC. 505. INSIDERS INELIGIBLE FOR SIPC ADVANCES.

Section 9(a)(4) of the Securities Investor Protection Act of 1970 = (15=20 U.S.C. 78fff-3(a)(4)) is amended by inserting `an insider (as such = term is=20 defined under section 101(31) of title 11, United States Code),' after = `or net=20 profits of the debtor,'.

SEC. 506. ELIGIBILITY FOR DIRECT PAYMENT PROCEDURE.

Section 10(a)(4) of the Securities Investor Protection Act of 1970 = (15=20 U.S.C. 78fff-4(a)(4)) is amended by striking `$250,000' and inserting=20 `$850,000'.

SEC. 507. INCREASING THE FINE FOR PROHIBITED ACTS UNDER SIPA.

Section 14(c) of the Securities Investor Protection Act of 1970 (15 = U.S.C.=20 78jjj(c)) is amended--

(1) in paragraph (1), by striking `$50,000' and inserting = `$250,000';=20 and

(2) in paragraph (2), by striking `$50,000' and inserting=20 `$250,000'.

SEC. 508. PENALTY FOR MISREPRESENTATION OF SIPC MEMBERSHIP OR=20 PROTECTION.

Section 14 of the Securities Investor Protection Act of 1970 (15 = U.S.C.=20 78jjj) is amended by adding at the end the following new = subsection:

`(d) Misrepresentation of SIPC Membership or Protection-

`(1) IN GENERAL- Any person who falsely represents by any means=20 (including, without limitation, through the Internet or any other = medium of=20 mass communication), with actual knowledge of the falsity of the=20 representation and with an intent to deceive or cause injury to = another,=20 that such person, or another person, is a member of SIPC or that any = person=20 or account is protected or is eligible for protection under this Act = or by=20 SIPC, shall be liable for any damages caused thereby and shall be = fined not=20 more than $250,000 or imprisoned for not more than five = years.

`(2) INTERNET SERVICE PROVIDERS- Any Internet service provider = that, on=20 or through a system or network controlled or operated by the = Internet=20 service provider, transmits, routes, provides connections for, or = stores any=20 material containing any misrepresentation of the kind prohibited in=20 paragraph (1) shall be liable for any damages caused thereby, = including=20 damages suffered by SIPC, if the Internet service = provider--

`(A) has actual knowledge that the material contains a=20 misrepresentation of the kind prohibited in paragraph (1), = or

`(B) in the absence of actual knowledge, is aware of facts or=20 circumstances from which it is apparent that the material contains = a=20 misrepresentation of the kind prohibited in paragraph (1), = and

upon obtaining such knowledge or awareness, fails to act = expeditiously=20 to remove, or disable access to, the material.

`(3) INJUNCTIONS- Any court having jurisdiction of a civil action=20 arising under this Act may grant temporary injunctions and final = injunctions=20 on such terms as the court deems reasonable to prevent or restrain = any=20 violation of paragraph (1) or (2). Any such injunction may be served = anywhere in the United States on the person enjoined, shall be = operative=20 throughout the United States, and shall be enforceable, by = proceedings in=20 contempt or otherwise, by any United States court having = jurisdiction over=20 that person. The clerk of the court granting the injunction shall, = when=20 requested by any other court in which enforcement of the injunction = is=20 sought, transmit promptly to the other court a certified copy of all = papers=20 in the case on file in such clerk's office.'.

SEC. 509. LIMITATIONS ON CUSTOMER STATUS.

Section 16(2) of the Securities Investor Protection Act of 1970 (15 = U.S.C.=20 78lll(2)) is amended--

(1) in subparagraph (A), by striking `or';

(2) in subparagraph (B), by striking the period at the end and = inserting=20 `; or'; and

(3) by adding at the end the following new subparagraph:

`(C) any person to the extent such person has a claim for cash = or=20 securities arising out of a repurchase agreement or reverse = repurchase=20 agreement (as such terms are defined under section 47 of title 11, = United=20 States Code).'.

SEC. 510. FUTURES HELD IN A PORTFOLIO MARGIN SECURITIES ACCOUNT=20 PROTECTION.

(a) SIPC Advances- Section 9(a)(1) of the Securities Investor = Protection=20 Act of 1970 (15 U.S.C. 78fff-3(a)(1)) is amended by inserting `or = options on=20 commodity futures contracts' after `claim for securities'.

(b) Definitions- Section 16 of such Act (15 U.S.C. 78lll) is = amended--

(1) by amending paragraph (2) to read as follows:

`(2) CUSTOMER-

`(A) IN GENERAL- The term `customer' of a debtor means any = person=20 (including any person with whom the debtor deals as principal or = agent)=20 who has a claim on account of securities received, acquired, or = held by=20 the debtor in the ordinary course of its business as a broker or = dealer=20 from or for the securities accounts of such person for = safekeeping, with a=20 view to sale, to cover consummated sales, pursuant to purchases, = as=20 collateral, security, or for purposes of effecting = transfer.

`(B) INCLUDED PERSONS- The term `customer' = includes--

`(i) any person who has deposited cash with the debtor for the = purpose of purchasing securities; and

`(ii) any person who has a claim against the debtor for, or a = claim=20 against the debtor arising out of sales or conversions of, cash, = securities, futures contracts, or options on futures contracts = received,=20 acquired, or held in a portfolio margining account carried as a=20 securities account pursuant to a portfolio margining program = approved by=20 the Commission.

`(C) EXCLUDED PERSONS- The term `customer' does not = include--

`(i) any person to the extent that the claim of such person = arises=20 out of transactions with a foreign subsidiary of a member of = SIPC;=20 or

`(ii) any person to the extent that such person has a claim = for cash=20 or securities which by contract, agreement, or understanding, or = by=20 operation of law, is part of the capital of the debtor, or is=20 subordinated to the claims of any or all creditors of the = debtor,=20 notwithstanding that some ground exists for declaring such = contract,=20 agreement, or understanding void or voidable in a suit between = the=20 claimant and the debtor.';

(2) in paragraph (4), by inserting after the first sentence the=20 following new sentence: `In the case of portfolio margining accounts = of=20 customers that are carried as securities accounts pursuant to a = portfolio=20 margining program approved by the Commission, such term shall also = include=20 futures contracts and options on futures contracts received, = acquired, or=20 held by or for the account of a debtor from or for such accounts, = and the=20 proceeds thereof.';

(3) in paragraph (9), by inserting before `Such term' in the = matter=20 following subparagraph (L) the following: `The term includes = revenues earned=20 by a broker or dealer in connection with transactions in customers'=20 portfolio margining accounts carried as securities accounts pursuant = to a=20 portfolio margining program approved by the Commission.'; = and

(4) in paragraph (11)--

(A) by amending subparagraph (A) to read as = follows:

`(A) calculating the sum which would have been owed by the = debtor to=20 such customer if the debtor had liquidated, by sale or purchase on = the=20 filing date--

`(i) all securities positions of such customer (other than = customer=20 name securities reclaimed by such customer); = and

`(ii) all positions in futures contracts and options on = futures=20 contracts held in a portfolio margining account carried as a = securities=20 account pursuant to a portfolio margining program approved by = the=20 Commission; minus'; and

(B) by inserting before `In determining' in the matter following = subparagraph (C) the following: `A claim for a commodity futures = contract=20 received, acquired, or held in a portfolio margining account = pursuant to a=20 portfolio margining program approved by the Commission, or a claim = for a=20 security futures contract, shall be deemed to be a claim for the=20 mark-to-market (variation) payments due with respect to such = contract as=20 of the filing date, and such claim shall be treated as a claim for = cash.'.

SEC. 511. RISK-BASED PREMIUMS.

Section 4(c) of the Securities Investor Protection Act of 1970 (15 = U.S.C.=20 78ddd(c)) is amended by adding at the end the following new = paragraph:

`(4) RISK-BASED ASSESSMENT SYSTEM-

`(A) IN GENERAL- Assessments made pursuant to paragraph (2) = shall made=20 using a risk-based assessment system.

`(B) RISK-BASED ASSESSMENT SYSTEM DEFINED- For purposes of this=20 paragraph, the term `risk-based assessment system' means a system = for=20 calculating a member's assessment based on--

`(i) the probability that the fund will incur a loss with = respect to=20 the member, taking into consideration the risks attributable=20 to--

`(I) the size of the member;

`(II) the number of enforcement and compliance actions taken = against such member during the previous 5-year period by SIPC, = the=20 Commission, State securities regulators, and other Federal and = State=20 financial regulators;

`(III) the number of years such member has been in = operation;=20 and

`(IV) any other factors SIPC determines are relevant to = assessing=20 such probability;

`(ii) the likely amount of any such loss; = and

`(iii) the revenue needs of the fund.

`(C) SEPARATE ASSESSMENT SYSTEMS- SIPC may establish separate=20 risk-based assessment systems for large and small members of=20 SIPC.

`(D) MODIFICATIONS TO THE RISK-BASED ASSESSMENT SYSTEM ALLOWED = ONLY=20 AFTER NOTICE AND COMMENT- In revising or modifying the risk-based=20 assessment system at any time after the date of the enactment of = this=20 paragraph, SIPC may implement such revisions or modification in = final form=20 only after notice and opportunity for comment.'.

SEC. 512. BUDGETARY TREATMENT OF COMMISSION LOANS TO SIPC.

Section 4(g) of the Securities Investor Protection Act of 1970 (15 = U.S.C.=20 78ddd(g)) is amended by adding at the end the following: `Any loan = made by the=20 Commission to SIPC under this subsection shall not be considered to = result in=20 a new direct loan obligation or a new loan guarantee commitment for = purposes=20 of section 504 of the Federal Credit Reform Act of 1990.'

TITLE VI--SARBANES-OXLEY ACT AMENDMENTS

SEC. 601. PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD OVERSIGHT OF = AUDITORS OF=20 NON-PUBLIC BROKERS AND DEALERS.

(a) Definitions- Title I of the Sarbanes-Oxley Act of 2002 is = amended by=20 adding at the end the following new section:

`SEC. 110. DEFINITIONS.

`For the purposes of this title, and notwithstanding section 2:

`(1) AUDIT- The term `audit' means an examination of the financial = statements, reports, documents, or notices, of any issuer, broker, = or dealer=20 by an independent public accounting firm in accordance with the = rules of the=20 Board or the Commission (or, for the period preceding the adoption = of=20 applicable rules of the Board under section 103, in accordance with=20 then-applicable generally accepted auditing and related standards = for such=20 purposes), for the purpose of expressing an opinion on such = financial=20 statements, reports, documents, or notices.

`(2) AUDIT REPORT- The term `audit report' means a document, = report,=20 notice, or other record--

`(A) prepared following an audit performed for purposes of = compliance=20 by an issuer, broker, or dealer with the requirements of the = securities=20 laws; and

`(B) in which a public accounting firm either--

`(i) sets forth the opinion of that firm regarding a financial = statement, report, notice, other document, procedures, or = controls;=20 or

`(ii) asserts that no such opinion can be = expressed.

`(3) PROFESSIONAL STANDARDS- The term `professional standards'=20 means--

`(A) accounting principles that are--

`(i) established by the standard setting body described in = section=20 19(b) of the Securities Act of 1933, as amended by this Act, or=20 prescribed by the Commission under section 19(a) of that Act (15 = U.S.C.=20 17a(s)) or section 13(b) of the Securities Exchange Act of 1934 = (15=20 U.S.C. 78a(m)); and

`(ii) relevant to audit reports for particular issuers, = brokers, or=20 dealers, or dealt with in the quality control system of a = particular=20 registered public accounting firm; and

`(B) auditing standards, standards for attestation engagements,=20 quality control policies and procedures, ethical and competency = standards,=20 and independence standards (including rules implementing title II) = that=20 the Board or the Commission determines--

`(i) relate to the preparation or issuance of audit reports = for=20 issuers, brokers, or dealers; and

`(ii) are established or adopted by the Board under section = 103(a),=20 or are promulgated as rules of the = Commission.

`(4) BROKER- The term `broker' means a broker (as such term is = defined=20 in section 3(a)(4) of the Securities Exchange Act of 1934 (15 U.S.C. = 78c(a)(4))) that is required to file a balance sheet, income = statement, or=20 other financial statement under section 17(e)(1)(A) of such Act (15 = U.S.C.=20 78q(e)(1)(A)), where such balance sheet, income statement, or = financial=20 statement is required to be certified by a registered public = accounting=20 firm.

`(5) DEALER- The term `dealer' means a dealer (as such term is = defined=20 in section 3(a)(5) of the Securities Exchange Act of 1934 (15 U.S.C. = 78c(a)(5))) that is required to file a balance sheet, income = statement, or=20 other financial statement under section 17(e)(1)(A) of such Act (15 = U.S.C.=20 78q(e)(1)(A)), where such balance sheet, income statement, or = financial=20 statement is required to be certified by a registered public = accounting=20 firm.

`(6) SELF-REGULATORY ORGANIZATION- The term `self-regulatory=20 organization' has the same meaning as in section 3(a)(26) of the = Securities=20 Exchange Act of 1934 (15 U.S.C. 78c(a)(26)).'.

(b) Establishment and Administration of the Public Company = Accounting=20 Oversight Board- Section 101 of such Act is amended--

(1) by striking `issuers' each place it appears and inserting = `issuers,=20 brokers, and dealers';

(2) in subsection (a), by striking `public companies' and = inserting=20 `companies'; and

(3) in subsection (a), by striking `for companies the securities = of=20 which are sold to, and held by and for, public investors'.

(1) by striking `Beginning 180 days after the date of the = determination=20 of the Commission under section 101(d), it' and inserting = `It';

(2) in subsections (a) and (b)(2)(G), by striking `issuer' each = place it=20 appears and inserting `issuer, broker, or dealer'; and

(3) by striking `issuers' and inserting `issuers, brokers, and=20 dealers'.

(d) Auditing and Independence- Section 103(a) of such Act is = amended--

(1) in paragraph (1), by striking `and such ethics standards' and=20 inserting `such ethics standards, and such independence = standards';

(2) in paragraph (2)(A)(iii), by striking `describe in each audit=20 report' and inserting `in each audit report for an issuer, = describe';=20 and

(3) in paragraph (2)(B)(i), by striking `issuers' and inserting=20 `issuers, brokers, and dealers'.

(e) Inspections of Registered Public Accounting Firms- Section 104 = of such=20 Act is amended--

(1) in subsection (a), by striking `issuers' and inserting = `issuers,=20 brokers, and dealers';

(2) in subsection (b)(1)(A)--

(A) by striking `audit reports' and inserting `audit reports on = annual=20 financial statements'; and

(B) by striking `and';

(3) in subsection (b)(1)(B)--

(A) by striking `audit reports' and inserting `audit reports on = annual=20 financial statements'; and

(B) by striking the period on the end and inserting `; and';=20 and

(4) by adding at the end of subsection (b)(1) the following new=20 subparagraph:

`(C) with respect to each registered public accounting firm that = regularly provides audit reports and is not described under = subparagraph=20 (A) or (B), on a basis to be determined by the Board, by rule, = consistent=20 with the public interest and protection of = investors.'.

(f) Investigations and Disciplinary Proceedings- Section = 105(c)(7)(B) of=20 such Act is amended--

(1) by striking `any issuer' each place it appears and inserting = `any=20 issuer, broker, or dealer'; and

(2) by striking `an issuer under this subsection' and inserting `a = registered public accounting firm under this subsection'.

(g) Foreign Public Accounting Firms- Section 106 of such Act is=20 amended--

(1) by striking `issuer' and inserting `issuer, broker, or = dealer';=20 and

(2) by striking `issuers' and inserting `issuers, brokers, or=20 dealers'.

(h) Funding- Section 109 of such Act is amended--

(1) in subsection (c)(2), by striking `subsection (i)' and = inserting=20 `subsection (j)';

(2) in subsection (d)(2), by striking `allowing for = differentiation=20 among classes of issuers, as appropriate' and inserting `and among = brokers=20 and dealers that are not issuers, in accordance with subsection (h), = and=20 allowing for differentiation among classes of issuers and brokers = and=20 dealers, as appropriate';

(3) in subsection (d), by inserting at the end the following new=20 paragraph:

`(3) BROKERS AND DEALERS- The rules of the Board under paragraph = (1)=20 shall provide that the allocation, assessment, and collection by the = Board=20 (or an agent appointed by the Board) of the fee established under = paragraph=20 (1) with respect to brokers and dealers shall not begin until the = first day=20 of the first full fiscal year beginning after the date of the = enactment of=20 this paragraph.';

(4) by redesignating subsections (h), (i), and (j) as subsections = (i),=20 (j), and (k), respectively; and

(5) by inserting after subsection (g) the following new=20 subsection:

`(h) Allocation of Accounting Support Fees Among Brokers and = Dealers-

`(1) IN GENERAL- Any amount due from brokers and dealers that are = not=20 issuers (or a particular class of such brokers and dealers) under = this=20 section to fund the budget of the Board shall be allocated among and = payable=20 by such brokers and dealers (or such brokers and dealers in a = particular=20 class, as applicable). A broker or dealer's allocation shall be in=20 proportion to the broker or dealer's net capital compared to the = total net=20 capital of all brokers and dealers that are not issuers, in = accordance with=20 the rules of the Board.

`(2) OBLIGATION TO PAY- Every broker or dealer shall pay the share = of a=20 reasonable annual accounting support fee or fees allocated to such = broker or=20 dealer under this section.'.

(i) Referral of Investigations to a Self-regulatory Organization- = Section=20 105(b)(4)(B) of the Sarbanes-Oxley Act of 2002 is amended--

(1) by redesignating clauses (ii) and (iii) as clauses (iii) and = (iv),=20 respectively; and

(2) by inserting after clause (i) the following new = clause:

`(ii) to a self-regulatory organization, in the case of an=20 investigation that concerns an audit report for a broker or = dealer that=20 is subject to the jurisdiction of such self-regulatory=20 organization;'.

(j) Use of Documents Related to an Inspection or Investigation- = Section=20 105(b)(5)(B)(ii) of such Act is amended--

(1) in subclause (III), by striking `and';

(2) in subclause (IV), by striking the comma and inserting `; = and';=20 and

(3) by inserting after subclause (IV) the following new = subclause:

`(V) a self-regulatory organization, with respect to an = audit=20 report for a broker or dealer that is subject to the = jurisdiction of=20 such self-regulatory organization,'.

SEC. 602. FOREIGN REGULATORY INFORMATION SHARING.

(a) Definition- Section 2(a) of the Sarbanes-Oxley Act of 2002 (15 = U.S.C.=20 7201(a)) is amended by inserting after paragraph (16) the = following:

`(17) FOREIGN AUDITOR OVERSIGHT AUTHORITY- The term `foreign = auditor=20 oversight authority' means any governmental body or other entity = empowered=20 by a foreign government to conduct inspections of public accounting = firms or=20 otherwise to administer or enforce laws related to the regulation of = public=20 accounting firms.'.

(b) Availability To Share Information- Section 105(b)(5) of the=20 Sarbanes-Oxley Act of 2002 (15 U.S.C. 7215(b)(5)) is amended by adding = at the=20 end the following:

`(C) AVAILABILITY TO FOREIGN OVERSIGHT AUTHORITIES- When in the=20 Board's discretion it is necessary to accomplish the purposes of = this Act=20 or to protect investors, and without the loss of its status as=20 confidential and privileged in the hands of the Board, all = information=20 referred to in subparagraph (A) that relates to a public = accounting firm=20 within the inspection authority, or other regulatory or law = enforcement=20 jurisdiction, of a foreign auditor oversight authority may be made = available to the foreign auditor oversight authority if the = foreign=20 auditor oversight authority provides such assurances of = confidentiality as=20 the Board determines appropriate.'.

(c) Conforming Amendment- Section 105(b)(5)(A) of the Sarbanes-Oxley = Act=20 of 2002 (15 U.S.C. 7215(b)(5)(A)) is amended by striking `subparagraph = (B)'=20 and inserting `subparagraphs (B) and (C)'.

SEC. 603. EXPANSION OF AUDIT INFORMATION TO BE PRODUCED AND = EXCHANGED WITH=20 FOREIGN COUNTERPARTS.

Section 106 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7216) is=20 amended--

(1) by amending subsection (b) to read as follows:

`(b) Production of Documents-

`(1) PRODUCTION BY FOREIGN FIRMS- If a foreign public accounting = firm=20 issues an audit report, performs audit work, conducts interim = reviews, or=20 performs material services, with respect to any issuer or its = subsidiaries,=20 the foreign public accounting firm shall produce its audit = documentation and=20 all other documents related to any such audit work or interim review = to the=20 Commission or the Board when requested by the Commission or the = Board in=20 connection with any investigation and the foreign public accounting = firm=20 shall be subject to the jurisdiction of the courts of the United = States for=20 purposes of enforcement of any request of such documents.

`(2) OTHER PRODUCTION- Any registered public accounting firm that=20 relies, in whole or in part, on the work of a foreign public = accounting firm=20 in issuing an audit report, performing audit work, conducting an = interim=20 review, or performing material services, with respect to any issuer = or its=20 subsidiaries, shall--

`(A) produce the foreign public accounting firm's audit = documentation=20 and all other documents related to any such work in response to a = request=20 for production by the Commission or the Board; and

`(B) secure the agreement of any foreign public accounting firm = to=20 such production, as a condition of its reliance on the work of = that=20 foreign public accounting firm.';

(2) by redesignating subsection (d) as subsection (f); = and

(3) by inserting after subsection (c) the following new=20 subsections:

`(d) Service of Requests or Process- Any foreign public accounting = firm=20 that performs work for a domestic registered public accounting firm = shall=20 furnish to the domestic firm a written irrevocable consent and power = of=20 attorney that designates the domestic firm as an agent upon whom may = be served=20 any process, pleadings, or other papers in any action brought to = enforce this=20 section. Any foreign firm that issues an audit report, performs audit = work,=20 performs interim reviews, or performs material services, shall = designate to=20 the Commission or the Board an agent in the United States upon whom = may be=20 served any process, pleading, or other papers in any action brought to = enforce=20 this section or any request by the Commission or the Board under this=20 section.

`(e) Sanctions- A willful refusal to comply, in whole in or in part, = with=20 any request by the Commission or the Board under this section, shall = be a=20 violation of this Act.'.

SEC. 604. FAIR FUND AMENDMENTS.

Section 308 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7246(a)) is = amended--

(1) by amending subsection (a) to read as follows:

`(a) Civil Penalties To Be Used for the Relief of Victims- If in any = judicial or administrative action brought by the Commission under the=20 securities laws (as such term is defined in section 3(a)(47) of the = Securities=20 Exchange Act of 1934 (15 U.S.C. 78c(a)(47)), the Commission obtains a = civil=20 penalty against any person for a violation of such laws or the rules = and=20 regulations thereunder, the amount of such civil penalty shall, on the = motion=20 or at the direction of the Commission, be added to and become part of = a=20 disgorgement fund or other fund established for the benefit of the = victims of=20 such violation.';

(2) in subsection (b), by--

(A) striking `for a disgorgement fund described in subsection = (a)' and=20 inserting `for a disgorgement fund or other fund described in = subsection=20 (a)'; and

(B) striking `in the disgorgement fund' and inserting `in such = fund';=20 and

(3) by striking subsection (e).

SEC. 605. WHISTLEBLOWER PROTECTION AGAINST RETALIATION BY A = SUBSIDIARY OF AN=20 ISSUER.

Section 1514A of title 18, United States Code, is amended by = inserting=20 `including any subsidiary or affiliate whose financial information is = included=20 in the consolidated financial statements of such company,' after `(15 = U.S.C.=20 78o(d)),'.

END

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