S.Amdt. 4029

SA 4029. Mr. CRAPO submitted an amendment intended to be proposed to
amendment SA 3739 proposed by Mr. Reid (for Mr. Dodd (for himself and
Mrs. Lincoln)) to the bill S. 3217, to promote the financial stability
of the United States by improving accountability and transparency in
the financial system, to end ``too big to fail,'' to protect the
American taxpayer by ending bailouts, to protect consumers from abusive
financial services practices, and for other purposes; which was ordered
to lie on the table; as follows:

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

TITLE XIII--FINANCIAL MARKETS OVERSIGHT CONSOLIDATION AND INVESTOR
PROTECTION ACT OF 2010

SEC. 1301. SHORT TITLE.

This title may be cited as the ``Financial Markets
Oversight Consolidation and Investor Protection Act of
2010''.

SEC. 1302. PURPOSES.

The purposes of this title are--
(1) to establish a single Federal regulatory body with
jurisdiction over securities and derivatives, including
options, futures, swaps, and related markets and instruments
and including over-the-counter derivatives;
(2) to consolidate and revise the authority for setting
margin requirements;
(3) to coordinate the regulation of all financial markets;
(4) to strengthen investor protections in United States
financial markets; and
(5) to ensure the competitiveness of United States markets.

SEC. 1303. DEFINITIONS.

As used in this title--
(1) the term ``Chairman'' means the Chairman of the
Financial Markets Commission designated under section 1312;
(2) the term ``Commission'' means the Financial Markets
Commission established by section 1311 of this title;
(3) the term ``function'' includes any duty, obligation,
power, authority, responsibility, right, privilege, activity,
or program; and
(4) the term ``transfer date'' means the date designated
under section 1361.

SEC. 1304. EFFECT ON CONGRESSIONAL JURISDICTION.

It is the sense of Congress that this title should not be
construed to affect the jurisdiction of any committee or
subcommittee of the Congress with respect to any function
transferred to the Commission by this title.

Subtitle A--Establishment of Commission

SEC. 1311. ESTABLISHMENT.

There is established in the executive branch an independent
agency to be known as the ``Financial Markets Commission''.

SEC. 1312. MEMBERS: APPOINTMENT; TERMS.

(a) Composition of Commission.--
(1) Number of commissioners.--The Commission shall be
composed of 5 commissioners appointed by the President, by
and with the advice and consent of the Senate.
(2) Chairman.--One of the commissioners shall be designated
by the President as the Chairman of the Commission, who shall
be the chief executive of the Commission.

[[Page S3737]]

(3) Qualifications.--Each commissioner shall be selected
solely on the basis of integrity and demonstrated knowledge
of the operations of the markets that are subject to the
jurisdiction of the Commission.
(4) Political affiliation.--Not more than 3 of the
commissioners shall be members of the same political party.
(b) Terms.--
(1) In general.--Except as provided in this subsection,
each commissioner shall be appointed for a term of 5 years.
(2) Succession.--A commissioner may continue to serve after
the expiration of such term until a successor is appointed
and has qualified, but may not continue to so serve beyond
the expiration of the next session of Congress beginning
after the expiration of such term.
(3) First commissioners.--The terms of office of the
commissioners first taking office after the enactment of this
title shall expire, as designated by the President at the
time of their appointment--
(A) 1 at the end of 1 year;
(B) 1 at the end of 2 years;
(C) 1 at the end of 3 years;
(D) 1 at the end of 4 years; and
(E) 1 at the end of 5 years.
(4) Vacancy.--
(A) In general.--A commissioner appointed to fill a vacancy
occurring prior to the expiration of the term for which the
predecessor was appointed shall be appointed for the
remainder of such term; and
(B) Effect of vacancy.--A vacancy in the Commission shall
not impair the right of the remaining commissioners to
exercise all the powers of the Commission.
(c) Conflicts of Interest.--
(1) In general.--No commissioner shall engage in any other
business, vocation, or employment than that of serving as
commissioner, nor shall any commissioner participate,
directly or indirectly, in any market operations or
transactions of a character subject to regulation by the
Commission pursuant to this title.
(2) Reimbursement for travel.--
(A) In general.--Notwithstanding any other provision of
law, in accordance with regulations which the Commission
shall prescribe to prevent conflicts of interest, the
Commission may accept payment and reimbursement, in cash or
in kind, from non-Federal agencies, organizations, and
individuals for travel, subsistence, and other necessary
expenses incurred by Commission members and employees in
attending meetings and conferences concerning the functions
or activities of the Commission.
(B) Payments and reimbursements credited.--Any payment or
reimbursement accepted shall be credited to the appropriated
funds of the Commission.
(C) Limitation on amount.--The amount of travel,
subsistence, and other necessary expenses for members and
employees paid or reimbursed under this subsection may exceed
per diem amounts established in official travel regulations,
but the Commission may include in its regulations under this
subsection a limitation on such amounts.
(d) Fees.--Notwithstanding any other provision of law,
whenever any fee is required to be paid to the Commission
pursuant to any provision of the securities laws or any other
law, the Commission may provide, by rule--
(1) that the fee shall be paid in a manner other than in
cash; and
(2) the time period within which the fee shall be
determined and paid relative to the filing of any statement
or document with the Commission.
(e) Reimbursement of Expenses for Assisting Foreign
Securities Authorities.--
(1) In general.--Notwithstanding any other provision of
law, the Commission may accept payment and reimbursement, in
cash or in kind, from a foreign securities authority, or made
on behalf of such authority--
(A) for necessary expenses incurred by the Commission, its
members, and employees in carrying out any investigation
under section 21(a)(2) of the Securities Exchange Act of 1934
(15 U.S.C. 78u(a)(2)); or
(B) in providing any other assistance to a foreign
securities authority.
(2) Treatment of funds.--Any payment or reimbursement
accepted shall be considered a reimbursement to the
appropriated funds of the Commission.

SEC. 1313. ORGANIZATION OF COMMISSION.

(a) Division of Retail Investor Protection and Retail
Financial Services.--
(1) In general.--There shall be within the Commission a
Division of Retail Investor Protection and Retail Financial
Services.
(2) Head of division.--The head of the Division of Retail
Investor Protection and Retail Financial Services shall be
appointed by the Chairman.
(3) Subdivisions.--There shall be within the Division of
Retail Investor Protection and Retail Financial Services--
(A) a subdivision with responsibility for functions
relating to investor outreach and education; and
(B) a subdivision with responsibility for functions
relating to inspections and examinations.
(b) Division of Trading.--
(1) In general.--There shall be within the Commission a
Division of Trading.
(2) Head of division.--The head of the Division of Trading
shall be appointed by the Chairman.
(3) Subdivisions.--There shall be within the Division of
Trading--
(A) a subdivision with responsibility for functions
relating to markets in physical commodities; and
(B) a subdivision with responsibility for functions
relating to inspections and examinations.
(c) Division of Corporate Disclosure.--
(1) In general.--There shall be within the Commission a
Division of Corporate Disclosure.
(2) Head of division.--The head of the Division of
Corporate Disclosure shall be appointed by the Chairman.
(3) Subdivision.--There shall be within the Division of
Corporate Disclosure a subdivision with responsibility for
functions relating to accounting and auditing matters.
(d) Division of Economic Analysis.--
(1) Purposes.--The purpose of this subsection is to enhance
the ability of the Commission to use professional and
objective economic analysis to inform the design and
implementation of rulemaking and other actions of the
Commission.
(2) Division established.--There shall be within the
Commission a Division of Economic Analysis.
(3) Subdivisions.--There shall be within the Division of
Economic Analysis--
(A) a subdivision with responsibility for functions
relating to risk analysis and financial innovation; and
(B) a subdivision with responsibility for functions
relating to international technical assistance.
(4) Chief economist.--
(A) Appointment.--The Division shall be headed by a Chief
Economist, appointed by the Chairman of the Commission,
subject to approval of a vote of at least a majority of the
members of the Commission then in office, such majority to
include at least 1 member of the Commission who is not a
member of the same political party as the Chairman, if any
such member is then in office.
(B) Criteria.--The Chief Economist--
(i) shall be an experienced economist of distinction, with
a doctorate in economics or the equivalent in education and
experience;
(ii) shall report to and be under the general supervision
of the Chairman; and
(iii) shall not report to, or be subject to supervision by,
any other officer or employee of the Commission.
(C) Removal.--The Chairman of the Commission may remove the
Chief Economist from office. The Chairman shall communicate
in writing to both Houses of Congress the reasons for any
such removal, not later than 30 days before the effective
date of such removal.
(5) Reports.--
(A) In general.--Except as provided in subparagraph (D),
whenever using its authority under any provision of law, the
Commission publishes a release giving notice of a proposed
rulemaking or other proposed action by the Commission, and
affords interested persons an opportunity to comment on such
proposed rulemaking or other action or publishes a release
adopting a final rule or otherwise taking action after such
publication and opportunity to comment, such release shall
include as a part thereof a report by the Division.
(B) Content.--Each report required by subparagraph (A)--
(i) shall set forth in reasonable detail an economic
analysis of the consequences of the Commission action that is
the subject of the report, in light of the statutory
responsibilities of the Commission and the stated purposes of
the Commission for the action, including when the
responsibilities of the Commission so require, the effects of
the action on efficiency, competition, and capital formation;
(ii) shall refer to any peer-reviewed or other relevant
literature, including any study undertaken by the staff of
the Commission, that provides support for the analysis
contained in the report (except that the Division is not
required to undertake original research in the preparation
thereof);
(iii) shall describe the extent to which the conclusions of
the report remain subject to uncertainty; and
(iv) with respect to a report delivered in connection with
a proposed rulemaking or other proposed action, may request
information or comment from the public.
(C) Form and oversight.--Each report required by
subparagraph (A)--
(i) shall be prepared under the direction of, and expressly
approved by and published over the name of, the Chief
Economist;
(ii) shall not be subject to approval by the Chairman of
the Commission or the Commission;
(iii) shall be in final form, dated not later than 1 week
prior to the vote of the Commission (or the circulation of a
seriatim or other means of Commission action) to which the
report relates, to ensure adequate opportunity for the
Commission to consider its contents prior to such action;
(iv) shall include a statement confirming that the Chairman
of the Commission informed the Division, not later than 60
days prior to the date of the report, of all material aspects
of the proposed action covered by the report, in sufficient
detail for the purposes of the report or, if a lesser time
was afforded, that such lesser time was reasonably sufficient
for the preparation of the report; and
(v) shall include a statement confirming that the Division
was afforded reasonably sufficient resources for the
preparation of the report, or describing any lack thereof.
(D) Exception.--

[[Page S3738]]

(i) In general.--Notwithstanding subparagraph (A), no
report shall be required under this paragraph--

(I) if the subject Commission action does not propose or
adopt a major rule for purposes of the Small Business
Regulatory Enforcement Fairness Act of 1996, unless at least
2 members of the Commission (or 1 member, if 5 members of the
Commission are not then in office) request a report; or
(II) at the time of issuance of an interim final rulemaking
or other emergency action by the Commission, provided that a
report regarding such rulemaking or action is published not
later than 60 days thereafter.

(ii) Procedure.--The Commission may adopt rules of
procedure governing the time and manner by which requests
described in clause (i)(I) shall be made by members of the
Commission.
(e) Division of Enforcement.--
(1) In general.--There shall be within the Commission a
Division of Enforcement.
(2) Head of division.--The head of the Division of
Enforcement shall be appointed by the Chairman.
(3) Subdivision.--There shall be within the Division of
Enforcement a subdivision with responsibility for functions
relating to international enforcement assistance.

SEC. 1314. OFFICE OF THE CHAIRMAN.

(a) Office Established.--There shall be in the Commission
an Office of the Chairman, which shall manage the resources
and operations of the Commission.
(b) Office of the Executive Director.--
(1) In general.--There shall be within the Office of the
Chairman an Office of the Executive Director.
(2) Executive director and duties of the executive
director.--The head of the Office of the Executive Director
shall be the Executive Director, who shall oversee the
compliance of the Commission with Federal law, including
requirements imposed by the Director of Office of Management
and Budget, the Government Accountability Office, and the
Office of Personnel Management.
(c) Office of the Secretary.--
(1) In general.--There shall be within the Office of the
Chairman an Office of the Secretary.
(2) Secretary and duties of the secretary.--The head of the
Office of the Secretary shall be the Secretary, who shall--
(A) be appointed by the Chairman; and
(B) oversee the procedural administration of meetings,
rulemaking, practice, and procedure of the Commission.
(d) Office of External Affairs.--
(1) In general.--There shall be within the Office of the
Chairman an Office of External Affairs.
(2) Director of external affairs.--The head of the Office
of External Affairs shall be the Director of External
Affairs, who shall--
(A) be appointed by the Chairman;
(B) serve as the formal liaison of the Commission with the
Congress, the executive branch, State and local governments,
and foreign governments and regulators; and
(C) coordinate the international regulatory policy
initiatives of the Commission with the Secretary of the
Treasury.

SEC. 1315. GENERAL COUNSEL.

(a) Office Established.--There shall be in the Commission
an Office of General Counsel.
(b) General Counsel.--
(1) In general.--The head of the Office of the General
Counsel shall be the General Counsel, who shall be appointed
by the Chairman.
(2) Duties of the general counsel.--The General Counsel
shall--
(A) report directly to the Commission;
(B) serve as the legal advisor of the Commission;
(C) represent the Commission in all disciplinary
proceedings pending before the Commission;
(D) represent the Commission in courts of law whenever
appropriate;
(E) assist the Department of Justice in litigation
concerning the Commission; and
(F) perform such other legal duties and functions as the
Commission may direct.
(3) Additional counsel.--The Commission shall appoint such
other attorneys as the Commission determines are necessary to
assist the General Counsel in carrying out the duties under
this section.

SEC. 1316. OMBUDSMAN.

(a) Office Established.--There shall be in the Commission
the Office of the Ombudsman.
(b) Ombudsman.--The head of the Office of the Ombudsman
shall be the Ombudsman, who shall--
(1) be appointed by the Chairman;
(2) assist registrants, those seeking to be registered, and
regulated entities in resolving problems with the Commission;
(3) identify areas in which registrants, those seeking to
be registered, and regulated entities have problems in
dealings with the Commission;
(4) to the extent possible, propose changes in the
administrative practices of the Commission to mitigate
problems identified under paragraph (3); and
(5) identify potential legislative changes that may be
appropriate to mitigate problems identified under paragraph
(3).

SEC. 1317. INSPECTOR GENERAL.

Section 8G of the Inspector General Act of 1978 (5 U.S.C.
App.) is amended by inserting ``the Financial Markets
Commission,'' after ``the Federal Trade Commission,''.

Subtitle B--Transfers of Functions

SEC. 1321. TRANSFER OF FUNCTIONS.

(a) Commodity Futures Trading Commission.--All functions of
the Commodity Futures Trading Commission and of any officer
or component of the Commodity Futures Trading Commission are
transferred to the Commission.
(b) Securities and Exchange Commission.--All functions of
the Securities and Exchange Commission and of any officer or
component of the Securities and Exchange Commission are
transferred to the Commission.

SEC. 1322. ABOLISHMENT.

(a) Commodity Futures Trading Commission Abolished.--
Effective on [the transfer date], the Commodity Futures
Trading Commission is abolished.
(b) Securities and Exchange Commission Abolished.--
Effective on [the transfer date], the Securities and Exchange
Commission.

SEC. 1323. JURISDICTION OF MARGIN AUTHORITY.

(a) Margin Authority With Respect to Securities.--There are
transferred to the Commission the functions of the Board of
Governors of the Federal Reserve System under section 7 of
the Securities Exchange Act of 1934 (15 U.S.C. 78g).
(b) Conforming Amendments.--
(1) Definitions.--Section 3(a)(15) of the Securities
Exchange Act of 1934 (15 U.S.C. 78c(a)(15)) is amended by
striking ``Securities and Exchange Commission established by
section 4 of this title'' and inserting ``Financial Markets
Commission''.
(2) Margin requirements.--Section 7 of the Securities
Exchange Act of 1934 (15 U.S.C. 78g) is amended--
(A) in subsection (a), by striking ``the Board of Governors
of the Federal Reserve System shall, prior to the effective
date of this section and from time to time thereafter,'' and
inserting ``the Commission shall'';
(B) in subsection (b)--
(i) by striking ``the Board of Governors of the Federal
Reserve System'' and inserting ``the Commission''; and
(ii) in subsection (b), by striking ``(1) prescribe'' and
all that follows through ``and (2)'';
(C) in subsection (c)--
(i) in paragraph (1)(A), by striking ``the Board of
Governors of the Federal Reserve System (hereafter in this
section referred to as the `Board')'' and inserting ``the
Commission'';
(ii) in paragraph (2)--

(I) by striking subparagraph (A) and inserting the
following:

``(A) Compliance with margin rules.--It shall be unlawful
for any broker, dealer, or member of a national securities
exchange to, directly or indirectly, extend or maintain
credit to or for, or collect margin from any customer on, any
security futures product unless such activities comply with
the regulations which the Commission shall prescribe pursuant
to subparagraph (B).''; and

(II) in subparagraph (B)--

(aa) by striking ``The Board'' and all that follows through
``jointly deem appropriate'' and inserting ``The Commission
shall prescribe such regulations to establish margin
requirements, including the establishment of levels of margin
(initial and maintenance) for security futures products under
such terms, and at such levels, as the Commission deems
appropriate'';
(bb) by striking clause (ii); and
(cc) by redesignating clauses (iii) and (iv) as clauses
(ii) and (iii), respectively; and
(iii) by striking ``the Board'' each place that term
appears and inserting ``the Commission'';
(D) in subsection (d)--
(i) in paragraph (3), in the paragraph header, by striking
``Board'' and inserting ``Commission''; and
(ii) by striking ``the Board'' each place that term appears
and inserting ``the Commission'';
(E) in subsection (e), by striking ``on or before July 1,
1937'' and all that follows through ``Federal Reserve Board''
and inserting ``on or before October 1, 2011, except to the
extent that the Commission'';
(F) in subsection (f)(3), by striking ``Board of Governors
of the Federal Reserve System'' and inserting ``Commission'';
and
(G) in subsection (g), by striking ``Board of Governors of
the Federal Reserve System'' each place that term appears and
inserting ``Commission''.
(c) Margin Authority With Respect to Futures.--The
Commission may, as necessary to ensure the financial
integrity of the contract markets--
(1) by order, direct a contract market to adjust the level
of margin required on any contract; or
(2) by regulation, prescribe limits on the level of margin
that a contract market may require on any class or category
of contract.
(d) Margin Authority With Respect to Swaps.--The Commission
may prescribe limits on the level of margin on non-cleared
swaps--
(1) in accordance with section 15F(e) of the Securities
Exchange Act of 1934, as added by the Wall Street
Transparency and Accountability Act of 2010, for security-
based swaps; and
(2) in accordance with section 4s(e) of the Commodity
Exchange Act, as amended in the Wall Street Transparency and
Accountability Act of 2010, for commodity-based swaps.

[[Page S3739]]

Subtitle C--Administrative Provisions

PART I--PERSONNEL PROVISIONS

SEC. 1331. OFFICERS AND EMPLOYEES.

(a) Appointment and Compensation.--The Commission may
appoint and fix the compensation of such officers and
employees, including attorneys, as may be necessary to carry
out the functions of the Commission, in accordance with title
5, United States Code.
(b) Limited-term Appointees.--Notwithstanding any other
provision of law, the Director of the Office of Personnel
Management shall establish positions within the Senior
Executive Service for 10 limited-term appointees. The
Commission shall appoint individuals to such positions as
provided by section 3394 of title 5, United States Code. Such
positions shall expire upon the later of 3 years after the
transfer date or 3 years after the initial appointment to
each position. Positions in effect under this subsection
shall be taken into account in applying the limitations on
positions prescribed under section 3134(e) and section 5108
of title 5, United States Code.

SEC. 1332. EXPERTS AND CONSULTANTS.

The Commission may obtain the services of experts and
consultants in accordance with the provisions of section 3109
of title 5, United States Code, and may compensate such
experts and consultants at rates not to exceed the daily rate
prescribed for SK-18 of the Special Rate Schedule under
section 5332 of such title.

PART II--GENERAL ADMINISTRATIVE PROVISIONS

SEC. 1333. GENERAL AUTHORITY.

In carrying out any function transferred by this title, the
Commission, or any officer or employee of the Commission, may
exercise any authority available by law (including
appropriation Acts) with respect to such function to the
official or agency from which such function is transferred,
and the actions of the Commission in exercising such
authority shall have the same force and effect as when
exercised by such official or agency.

SEC. 1334. DELEGATION.

(a) In General.--Except as otherwise provided in this
title, the Commission may delegate any function to such
officers and employees of the Commission as the Commission
may designate, and may authorize such successive
redelegations of such functions within the Commission as may
be necessary or appropriate.
(b) Automatic Sunset of Delegations.--Each delegation of
function shall automatically expire 3 years after the
effective date of the delegation, unless renewed by the
Commission.
(c) Existing Delegations.--Each delegation of function in
effect on the date of enactment of this Act shall
automatically expire 3 years after the date of enactment of
this Act, unless renewed by the Commission.
(d) Commission Responsibility for Administration of
Delegated Functions.--No delegation of functions by the
Commission under this section or under any other provision of
this title shall relieve the Commission of responsibility for
the administration of such functions.

SEC. 1335. RULES.

(a) In General.--The Commission may prescribe such rules,
regulations, and orders as the Commission determines
necessary or appropriate to administer and manage the
functions of the Commission.
(b) Comprehensive Review of Major Rules.--The Commission
shall conduct a comprehensive review of each major rule (as
that term is defined in section 804(2) of title 5, United
States Code) issued by the Commission not later than 5 years
after the effective date of the major rule, and every 5 years
thereafter. The comprehensive review shall include a public
comment period.
(c) Status Review of Minor Rules.--The Commission shall
conduct a status review for each rule of the Commission that
is not a major rule (as that term is defined in section
804(2) of title 5, United States Code) not later than 5 years
after the effective date of the rule, and every 5 years
thereafter, to determine whether such rule should be
designated as a major rule.
(d) Report on Existing Rules.--Not later than 1 year after
the date of enactment of this Act, the Commission shall
submit to the Committee on Banking, Housing, and Urban
Affairs of the Senate and the Committee on Financial Services
of the House of Representatives, a report containing a
schedule for the review in accordance with this section of
rules in effect on the date of enactment of this Act.

SEC. 1336. CONTRACTS.

(a) In General.--Subject to the provisions of the Federal
Property and Administrative Services Act of 1949 (41 U.S.C.
251 et seq.), the Commission may--
(1) make, enter into, and perform such contracts, grants,
leases, cooperative agreements, or other similar transactions
with Federal or other public agencies (including State and
local governments) and private organizations and persons; and
(2) make such payments, by advance or reimbursement, as the
Commission may determine necessary or appropriate to carry
out functions of the Commission.
(b) Appropriations Required.--Notwithstanding any other
provision of this title, no authority to enter into contracts
or to make payments under this title shall be effective
except to such extent or in such amounts as are provided in
advance under appropriation Acts.

SEC. 1337. REGIONAL AND FIELD OFFICES.

The Commission may establish, alter, discontinue, or
maintain such regional or other field offices of the
Commission as the Commission determines necessary or
appropriate to perform functions of the Commission.

SEC. 1338. USE OF FACILITIES.

(a) Use by Commission.--The Commission may, with or without
reimbursement and with the consent of the entity concerned,
use the research, equipment, services, or facilities of any
agency or instrumentality of the United States, of any State
or political subdivision thereof, or of any foreign
government, in carrying out any function of the Commission.
(b) Use by Others.--
(1) In general.--Except as provided in paragraph (4), the
Commission may permit public and private agencies,
corporations, associations, organizations, or individuals to
use any real property, or any facilities, structures, or
other improvements thereon, under the custody and control of
the Commission for the purposes of the Commission.
(2) Terms and rates.--The Commission shall permit the use
of such property, facilities, structures, or improvements
under this subsection under such terms and rates and for such
period as may be in the public interest, except that the
periods of such uses may not exceed 5 years.
(3) Reconditioning and maintenance.--The Commission may
require permittees under this section to recondition and
maintain, at their own expense, the real property,
facilities, structures, and improvements used by such
permittees under this subsection to a standard satisfactory
to the Commission.
(4) Exception.--This subsection shall not apply to excess
property, as that term is defined in section 102 of title 40,
United States Code.
(c) Proceeds From Reimbursements.--Proceeds from
reimbursements under this section may be credited to the
appropriation of funds that bear or will bear all or part of
the cost of such equipment or facilities provided or to
refund excess sums when necessary.
(d) Title to Property.--Any interest in real property
acquired pursuant to this title shall be acquired in the name
of the United States Government.

SEC. 1339. FUNDS TRANSFER.

The Commission may, when authorized in an appropriation Act
in any fiscal year, transfer funds from 1 appropriation to
another within the Commission, except that no appropriation
for any fiscal year shall be either increased or decreased
pursuant to this section by more than 5 percent and no such
transfer shall result in increasing any such appropriation
above the amount authorized to be appropriated therefor.

SEC. 1340. SEAL OF COMMISSION.

The Commission shall cause a seal of office to be made for
the Commission of such design as the Commission shall
approve. Judicial notice shall be taken of such seal.

SEC. 1341. ANNUAL REPORT.

(a) Report Required.--The Commission shall, as soon as
practicable after the close of each fiscal year, make a
single, comprehensive report to the President for
transmission to the Congress on the activities of the
Commission during such fiscal year.
(b) Contents.--Each report under subsection (a) shall
include--
(1) a statement of goals, priorities, and plans of the
Commission;
(2) an assessment of the progress made by the Commission
toward--
(A) the attainment of the goals, priorities, and plans of
the Commission; and
(B) the more effective and efficient management of the
Commission and the coordination of its functions;
(3) recommendations, if any, for proposed legislation for
the achievement of the goals, priorities, and plans of the
Commission; and
(4) an estimate of--
(A) the number of the non-Federal personnel employed
pursuant to contracts entered into by the Commission under
section 1336 or under any other authority (including any
subcontract thereunder);
(B) the number of such contracts and subcontracts pursuant
to which non-Federal personnel are employed; and
(C) the total cost of such contracts and subcontracts.

Subtitle D--Transitional, Savings, and Conforming Provisions

SEC. 1351. TRANSFER OF EMPLOYEES.

(a) In General.--
(1) Transfer of employees.--All employees of the Securities
and Exchange Commission and the Commodity Futures Trading
Commission shall be transferred to the Commission.
(2) Appointment authority for excepted service
transferred.--
(A) In general.--Except as provided in subparagraph (B),
any appointment authority of the Securities and Exchange
Commission and the Commodity Futures Trading Commission under
Federal law that relates to the functions transferred under
section 1321, including the regulations of the Office of
Personnel Management, for filling the positions of employees
in the excepted service shall be transferred to the Chairman.
(B) Declining transfers allowed.--The Chairman may decline
to accept a transfer of authority under subparagraph (A) (and
the employees appointed under that authority) to the extent
that such authority relates to positions excepted from the
competitive

[[Page S3740]]

service because of their confidential, policy-making, policy-
determining, or policy-advocating character.
(b) Timing of Transfers and Position Assignments.--Each
employee to be transferred under this section shall--
(1) be transferred not later than 90 days after the
transfer date; and
(2) receive notice of the position assignment of the
employee not later than 120 days after the effective date of
the transfer.
(c) Transfer of Functions.--
(1) In general.--Notwithstanding any other provision of
law, the transfer of employees under this title shall be
deemed a transfer of functions for the purpose of section
3503 of title 5, United States Code.
(2) Priority of this act.--If any provision of this title
conflicts with any protection provided to a transferred
employee under section 3503 of title 5, United States Code,
the provisions of this title shall control.
(d) Status and Eligibility of Employees.--The transfer of
functions and employees under this title, and the abolishment
of the Securities and Exchange Commission and the Commodity
Futures Trading Commission under section 1322, shall not
affect the status of the transferred employees as employees
of an agency of the United States under any provision of law.
(e) Equal Status and Tenure Positions.--
(1) Status and tenure.--Each transferred employee shall be
placed in a position at the Commission with the same status
and tenure as the transferred employee held on the day before
the date on which the employee was transferred.
(2) Functions.--To the extent practicable, each transferred
employee shall be placed in a position at the Commission
responsible for the same functions and duties as the
transferred employee had on the day before the date on which
the employee was transferred, in accordance with the
expertise and preferences of the transferred employee.
(f) No Additional Certification Requirements.--An examiner
who is a transferred employee shall not be subject to any
additional certification requirements before being placed in
a comparable position in the Commission, if the examiner
carries out examinations of the same type of institutions as
an employee of the Commission as the examiner carried out
before the date on which the employee was transferred.
(g) Personnel Actions Limited.--
(1) 2-year protection.--Except as provided in paragraph
(2), during the 2-year period beginning on the transfer date,
an employee holding a permanent position on the day before
the date on which the employee was transferred shall not be
involuntarily separated or involuntarily reassigned outside
the locality pay area (as defined by the Office of Personnel
Management) of the employee.
(2) Exceptions.--The Chairman may--
(A) separate a transferred employee for cause, including
for unacceptable performance; or
(B) terminate an appointment to a position excepted from
the competitive service because of its confidential policy-
making, policy-determining, or policy-advocating character.
(h) Pay.--
(1) 2-year protection.--Except as provided in paragraph
(2), during the 2-year period beginning on the date on which
the employee was transferred under this title, a transferred
employee shall be paid at a rate that is not less than the
basic rate of pay, including any geographic differential,
that the transferred employee received during the 2-year
period immediately preceding the date on which the employee
was transferred.
(2) Exceptions.--The Chairman may reduce the rate of basic
pay of a transferred employee--
(A) for cause, including for unacceptable performance; or
(B) with the consent of the transferred employee.
(3) Protection only while employed.--This subsection shall
apply to a transferred employee only during the period that
the transferred employee remains employed by the Commission.
(4) Pay increases permitted.--Nothing in this subsection
shall limit the authority of the Chairman to increase the pay
of a transferred employee.
(i) Benefits.--
(1) Retirement benefits for transferred employees.--
(A) In general.--
(i) Continuation of existing retirement plan.--Each
transferred employee shall remain enrolled in the retirement
plan of the transferred employee, for as long as the
transferred employee is employed by the Commission.
(ii) Employer's contribution.--The Chairman shall pay any
employer contributions to the existing retirement plan of
each transferred employee, as required under each such
existing retirement plan.
(B) Definition.--In this paragraph, the term ``existing
retirement plan'' means, with respect to a transferred
employee, the retirement plan (including the Financial
Institutions Retirement Fund), and any associated thrift
savings plan, of the agency from which the employee was
transferred in which the employee was enrolled on the day
before the date on which the employee was transferred.
(2) Benefits other than retirement benefits.--
(A) During first year.--
(i) Existing plans continue.--During the 1-year period
following the transfer date, each transferred employee may
retain membership in any employee benefit program (other than
a retirement benefit program) of the agency from which the
employee transferred, including any dental, vision, long term
care, or life insurance program to which the employee
belonged on the day before the transfer date.
(ii) Employer's contribution.--The Chairman shall pay any
employer cost required to extend coverage in the benefit
program to the transferred employee as required under that
program or negotiated agreements.
(B) Dental, vision, or life insurance after first year.--
If, after the 1-year period beginning on the transfer date,
the Chairman determines that the Commission will not continue
to participate in any dental, vision, or life insurance
program of an agency from which an employee transferred, a
transferred employee who is a member of the program may,
before the decision of the Chairman takes effect and without
regard to any regularly scheduled open season, elect to
enroll in--
(i) the enhanced dental benefits program established under
chapter 89A of title 5, United States Code;
(ii) the enhanced vision benefits established under chapter
89B of title 5, United States Code; and
(iii) the Federal Employees' Group Life Insurance Program
established under chapter 87 of title 5, United States Code,
without regard to any requirement of insurability.
(C) Long term care insurance after 1st year.--If, after the
1-year period beginning on the transfer date, the Chairman
determines that the Commission will not continue to
participate in any long term care insurance program of an
agency from which an employee transferred, a transferred
employee who is a member of such a program may, before the
decision of the Chairman takes effect, elect to apply for
coverage under the Federal Long Term Care Insurance Program
established under chapter 90 of title 5, United States Code,
under the underwriting requirements applicable to a new
active workforce member, as described in part 875 of title 5,
Code of Federal Regulations (or any successor thereto).
(D) Contribution of transferred employee.--
(i) In general.--Subject to clause (ii), a transferred
employee who is enrolled in a plan under the Federal
Employees Health Benefits Program shall pay any employee
contribution required under the plan.
(ii) Cost differential.--The Chairman shall pay any
difference in cost between the employee contribution required
under the plan provided to transferred employees by the
agency from which the employee transferred on the date of
enactment of this Act and the plan provided by the Chairman
under this section.
(iii) Funds transfer.--The Chairman shall transfer to the
Employees Health Benefits Fund established under section 8909
of title 5, United States Code, an amount determined by the
Director of the Office of Personnel Management, after
consultation with the Chairman and the Office of Management
and Budget, to be necessary to reimburse the Fund for the
cost to the Fund of providing any benefits under this
subparagraph that are not otherwise paid for by a transferred
employee under clause (i).
(E) Special provisions to ensure continuation of life
insurance benefits.--
(i) In general.--An annuitant, as defined in section 8901
of title 5, United States Code, who is enrolled in a life
insurance plan administered by an agency from which employees
are transferred under this Act on the day before the transfer
date shall be eligible for coverage by a life insurance plan
under section 8706(b), 8714a, 8714b, or 8714c of title 5,
United States Code, or by a life insurance plan established
by the Chairman, without regard to any regularly scheduled
open season or any requirement of insurability.
(ii) Contribution of transferred employee.--

(I) In general.--Subject to subclause (II), a transferred
employee enrolled in a life insurance plan under this clause
shall pay any employee contribution required by the plan.
(II) Cost differential.--The Chairman shall pay any
difference in cost between the benefits provided by the
agency from which the employee transferred on the date of
enactment of this Act and the benefits provided under this
section.
(III) Funds transfer.--The Chairman shall transfer to the
Employees' Life Insurance Fund established under section 8714
of title 5, United States Code, an amount determined by the
Director of the Office of Personnel Management, after
consultation with the Chairman and the Office of Management
and Budget, to be necessary to reimburse the Fund for the
cost to the Fund of providing benefits under this
subparagraph not otherwise paid for by a transferred employee
under subclause (I).
(IV) Credit for time enrolled in other plans.--For any
transferred employee, enrollment in a life insurance plan
administered by the agency from which the employee
transferred, the Chairman immediately before enrollment in a
life insurance plan under chapter 87 of title 5, United
States Code, shall be considered as enrollment in a life
insurance plan under that chapter for purposes of section
8706(b)(1)(A) of title 5, United States Code.

(j) Implementation of Uniform Pay and Classification
System.--Not later than 2 years after the transfer date, the
Chairman shall implement a uniform pay and classification
system for all transferred employees.

[[Page S3741]]

(k) Equitable Treatment.--In administering the provisions
of this section, the Chairman--
(1) may not take any action that would unfairly
disadvantage a transferred employee relative to any other
transferred employee on the basis of prior employment by the
Securities and Exchange Commission or the Commodity Futures
Trading Commission; and
(2) may take such action as is appropriate in an individual
case to ensure that a transferred employee receives equitable
treatment, with respect to the status, tenure, pay, benefits
(other than benefits under programs administered by the
Office of Personnel Management), and accrued leave or
vacation time for prior periods of service with any Federal
agency of the transferred employee.

SEC. 1352. PROPERTY TRANSFERRED.

(a) Property Defined.--For purposes of this section, the
term ``property'' includes all real property (including
leaseholds) and all personal property (including computers,
furniture, fixtures, equipment, books, accounts, records,
reports, files, memoranda, paper, reports of examination,
work papers and correspondence related to such reports, and
any other information or materials).
(b) In General.--Not later than 90 days after the transfer
date, all property of the Securities and Exchange Commission
and the Commodity Futures Trading Commission shall be
transferred to the Commission.
(c) Contracts Related to Property Transferred.--Each
contract, agreement, lease, license, permit, and similar
arrangement relating to property transferred to the
Commission by this section shall be transferred to the
Commission together with the property.
(d) Preservation of Property.--Property identified for
transfer under this section shall not be altered, destroyed,
or deleted before transfer under this section.

SEC. 1353. SAVINGS PROVISIONS.

(a) Securities and Exchange Commission.--
(1) Existing rights, duties, and obligations not
affected.--Sections 1321(a) and 1322 shall not affect the
validity of any right, duty, or obligation of the United
States, the Commissioners of the Securities and Exchange
Commission, the Securities and Exchange Commission, or any
other person, that existed on the day before the transfer
date.
(2) Continuation of suits.--This title shall not abate any
action or proceeding commenced by or against the
Commissioners of the Securities and Exchange Commission or
the Securities and Exchange Commission before the transfer
date, except that the Chairman or the Commission shall be
substituted for the Commissioners or the Securities and
Exchange Commission, as the case may be, as a party to any
such action or proceeding as of the transfer date.
(b) Commodity Futures Trading Commission.--
(1) Existing rights, duties, and obligations not
affected.--Sections 1321(b) and 1322 shall not affect the
validity of any right, duty, or obligation of the United
States, the Commissioners of the Commodity Futures Trading
Commission, the Commodity Futures Trading Commission, or any
other person, that existed on the day before the transfer
date.
(2) Continuation of suits.--This Act shall not abate any
action or proceeding commenced by or against the
Commissioners of the Commodity Futures Trading Commission or
the Commodity Futures Trading Commission before the transfer
date, except that the Chairman or the Commission shall be
substituted for the Commissioners of the Commodity Futures
Trading Commission or the Commodity Futures Trading
Commission, as the case may be, as a party to the action or
proceeding as of the transfer date.
(c) Continuation of Existing Orders, Resolutions,
Determinations, Agreements, Regulations, etc.--
(1) Securities and exchange commission.--All orders,
resolutions, determinations, agreements, and regulations,
interpretative rules, other interpretations, guidelines,
procedures, and other advisory materials that have been
issued, made, prescribed, or allowed to become effective by
the Securities and Exchange Commission, or by a court of
competent jurisdiction, that are in effect on the day before
the transfer date, shall continue in effect according to the
terms of those orders, resolutions, determinations,
agreements, and regulations, interpretative rules, other
interpretations, guidelines, procedures, and other advisory
materials, and shall be enforceable by or against the
Commission until modified, terminated, set aside, or
superseded in accordance with applicable law by the
Commission, by any court of competent jurisdiction, or by
operation of law.
(2) Commodity futures trading commission.--All orders,
resolutions, determinations, agreements, and regulations,
interpretative rules, other interpretations, guidelines,
procedures, and other advisory materials, that have been
issued, made, prescribed, or allowed to become effective by
the Commodity Futures Trading Commission, or by a court of
competent jurisdiction, that are in effect on the day before
the transfer date, shall continue in effect according to the
terms of those orders, resolutions, determinations,
agreements, and regulations, interpretative rules, other
interpretations, guidelines, procedures, and other advisory
materials, and shall be enforceable by or against the
Commission until modified, terminated, set aside, or
superseded in accordance with applicable law by the
Commission, by any court of competent jurisdiction, or by
operation of law.
(d) Identification of Regulations Continued.--Not later
than the transfer date, the Chairman shall--
(1) in consultation with the Chairman of the Securities and
Exchange Commission and the Chairman of the Commodity Futures
Trading Commission, identify the regulations continued under
subsection (c) that will be enforced by the Commission; and
(2) publish a list of such regulations in the Federal
Register.
(e) Status of Regulations Proposed or Not Yet Effective.--
(1) Proposed regulations.--Any proposed regulation of the
Securities and Exchange Commission or the Commodity Futures
Trading Commission which that agency, in performing functions
transferred by this title, has proposed before the transfer
date but has not published as a final regulation before that
date, shall be deemed to be a proposed regulation of the
Commission.
(2) Regulations not yet effective.--Any interim or final
regulation of the Securities and Exchange Commission or the
Commodity Futures Trading Commission which that agency, in
performing functions transferred by this title, has published
before the transfer date but which has not become effective
before that date, shall become effective as a regulation of
the Commission according to the terms of the regulation.

SEC. 1354. SEVERABILITY.

If any provision of this title or the application thereof
to any person or circumstance is held invalid, neither the
remainder of this title nor the application of such provision
to other persons or circumstances shall be affected thereby.

SEC. 1355. REFERENCES IN FEDERAL LAW.

On and after the transfer date of this title, any reference
in any other Federal law to any function of any department,
commission, or agency, or any officer or office that is
transferred under this title shall be deemed to be a
reference to the Commission, or the official or component of
the Commission to which this title transfers such functions.

SEC. 1356. AMENDMENTS.

(a) Executive Schedule Salaries.--
(1) Chairman.--Section 5314 of title 5, United States Code,
is amended--
(A) by striking the item relating to ``Chairman, Securities
and Exchange Commission.'' and inserting the following:
``Chairman, Financial Markets Commission.''; and
(B) by striking the item relating to ``Chairman, Commodity
Futures Trading Commission.''.
(2) Members.--Section 5315 of title 5, United States Code,
is amended--
(A) by striking the item relating to ``Members, Securities
and Exchange Commission'' and inserting the following:
``Members, Financial Markets Commission''; and
(B) by striking the item relating to ``Members, Commodity
Futures Trading Commission.''.
(b) Conforming Amendments.--
(1) Securities exchange act.--Sections 4 and 35 of the
Securities Exchange Act of 1934 (15 U.S.C. 78d and 78kk) are
repealed.
(2) Commodity exchange act.--Section 2(a) of the Commodity
Exchange Act (7 U.S.C. 2) is amended by striking paragraphs
(2), (3), and (4).

SEC. 1357. INTERIM USE OF FUNDS, PERSONNEL, AND PROPERTY.

(a) Interim Authority of Chairman.--During the period
beginning on the date on which the first Chairman is
appointed under section 1312 and ending on the transfer date,
the Chairman shall--
(1) consult and cooperate with the Chairman of the
Securities and Exchange Commission and the Chairman of the
Commodity Futures Trading Commission to facilitate the
orderly transfer of functions to the Commission;
(2) determine, from time to time--
(A) the amount of funds necessary to pay the expenses of
the Commission (including expenses for personnel, property,
and administrative services);
(B) which personnel are appropriate to facilitate the
orderly transfer of functions under this title; and
(C) what property and administrative services are necessary
to support the Commission; and
(3) take such actions as may be necessary to provide for
the orderly implementation of this title.
(b) Interim Responsibilities.--Before the transfer date,
upon the request of the Chairman, the Chairman of the
Securities and Exchange Commission and the Chairman of the
Commodity Futures Trading Commission shall each--
(1) pay to the Chairman, from funds appropriated to such
agencies, such funds as the Chairman determines to be
necessary under subsection (a)(2)(A);
(2) detail to the Commission such personnel as the Chairman
determines to be appropriate under subsection (a)(2)(B); and
(3) make available to the Commission such property and
provide to the Commission such administrative services as the
Chairman determines to be necessary under subsection
(a)(2)(C).

[[Page S3742]]

(c) Notice Required.--The Chairman shall give to the
Chairman of the Securities and Exchange Commission and the
Chairman of the Commodity Futures Trading Commission
reasonable notice of any request that the Chairman intends to
make under subsection (b).

Subtitle E--Transfer Date

SEC. 1361. TRANSFER DATE.

(a) Transfer Date.--Except as provided in subsection (b),
the term ``transfer date'' means the date that is 1 year
after the date of enactment of this title.
(b) Extension Permitted.--
(1) Notice required.--The President may designate a
transfer date that is not later than 18 months after the date
of enactment of this Act, if the President transmits to the
Committee on Banking, Housing, and Urban Affairs of the
Senate and the Committee on Financial Services of the House
of Representatives--
(A) a written determination that orderly implementation of
this title is not feasible before the date that is 1 year
after the date of enactment of this Act;
(B) an explanation of why an extension is necessary for the
orderly implementation of this title; and
(C) a description of the steps that will be taken to effect
an orderly and timely implementation of this title within the
extended time period.
(2) Publication of notice.--Not later than 180 days after
the date of enactment of this Act, the President shall
publish in the Federal Register notice of any date designated
under paragraph (1).
______